**Exhibit2.15**

 

**CONFIDENTIALTREATMENT HAS BEEN REQUESTED WITH RESPECT TO CERTAIN INFORMATION IN THISAGREEMENT. THIS INFORMATION HAS BEEN REDACTED AND DENOTED BY ASTERISKS [***].**

 

**A330 A I R C R A F T  P U R C H AS E  A G R E E M E N T**

 

**B E T W E E N**

**A I R B US  S.A.S.**

**as Seller**

 

**A N D**

 

### **AERCAPIRELAND LIMITED**

**as Buyer**

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**C O N T E NT S**
| **CLAUSES** | ** ** | ** ** | **TITLES** |
|-------------|------------|------------|------------|

 

 
| **0**      | DEFINITIONS AND INTERPRETATION       |
|------------|--------------------------------------|
| ** ** |                                 |
| **1**      | SALE AND PURCHASE                    |
| ** ** |                                 |
| **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’S REPRESENTATIVES        |
| ** ** |                                 |
| **16**     | TRAINING AND TRAINING AIDS           |
| ** ** |                                 |
| **17**     | EQUIPMENT SUPPLIER PRODUCT SUPPORT   |
| ** ** |                                 |
| **18**     | BUYER FURNISHED EQUIPMENT            |
| ** ** |                                 |
| **19**     | INDEMNIFICATION AND INSURANCE        |
| ** ** |                                 |
| **20**     | TERMINATION                          |
| ** ** |                                 |
| **21**     | ASSIGNMENTS AND TRANSFERS            |
| ** ** |                                 |
| **22**     | MISCELLANEOUS PROVISIONS             |

 

2

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**C O N T E NT S**
| **EXHIBITS**  | ** **                                                  | ** ** | **TITLES** |
|---------------|-------------------------------------------------------------|------------|------------|
| ** **    | ** **                                                  |
| ** **    | ** **                                                  |
| Exhibit**A**  | SPECIFICATION                                               |
| ** **    |                                                        |
| Exhibit**B**  | FORM OF SPECIFICATION  CHANGE NOTICE                        |
| ** **    |                                                        |
| Exhibit**C**  | PART 1 AIRFRAME PRICE  REVISION FORMULA                     |
| ** **    |                                                        |
|          | PART 2 PROPULSION  SYSTEMS PRICE REVISION FORMULA           |
|          |                                                        |
| Exhibit**D**  | FORM OF CERTIFICATE OF  ACCEPTANCE                          |
| ** **    |                                                        |
| Exhibit**E**  | FORM OF BILL OF SALE                                        |
| ** **    |                                                        |
| Exhibit **F** | SERVICE LIFE POLICY -  ITEMS OF PRIMARY STRUCTURE           |
| ** **    |                                                        |
| Exhibit**G**  | TECHNICAL DATA INDEX                                        |
| ** **    |                                                        |
| Exhibit **H** | MATERIAL SUPPLY AND  SERVICES                               |
| ** **    |                                                        |
| Exhibit**I**  | FORM OF ASSIGNMENT OF  AIRFRAME WARRANTY AND SUPPORT RIGHTS |
| ** **    |                                                        |
| Exhibit**J**  | PARTICIPATION AGREEMENT                                     |

 

3

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**AIRCRAFT PURCHASE AGREEMENT**

ThisAircraft Purchase Agreement is made as of December         ,2006.

**BETWEEN:**

**AIRBUS S.A.S.,**a *société par actions simplifiée,*legal successor ofAirbus S.N.C., formerly known as Airbus G.I.E. and Airbus Industrie G.I.E. created and existing under French law having itsregistered 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

**AerCapIreland Limited** a company organised under the laws of theIreland having its principal place of business located at AerCap House, Shannon,Co Clare, Ireland (the “**Buyer**”).

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

**NOW THEREFORE IT IS AGREED ASFOLLOWS:**

4

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** **
| **0.   DEFINITIONS AND INTERPRETATION** |                                                                                                                                                                         |
|---------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                        | ** **                                                                                                                                                                   |   |
| 0.1                                               | In addition to words and terms elsewhere defined in  this Agreement, the initially capitalised words and terms used in this  Agreement 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. |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **Affiliated Training Centers**                                                                                                                                              | has the meaning set out in Clause 16.3.1. |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **Agreement**                                                                                                                                                                | this Aircraft Purchase Agreement, including all  exhibits, appendixes and letter agreements attached hereto, as the same may  be amended or modified in writing by the parties and in effect from time to  time. |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **Aircraft**                                                                                                                                                                 | any or all of the twenty (20) Airbus A330-200  aircraft to be sold by the Seller to the Buyer pursuant to this Agreement,  subject to any subsequently agreed conversion into A330-300 aircraft,  together with all components, equipment, parts and accessories installed in  or on such aircraft and the Propulsion Systems installed thereon upon  Delivery. |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **Aircraft Training Services**                                                                                                                                               | means all training courses, flight training, line  training, flight assistance, line assistance, maintenance support,  maintenance training (including Practical Training) or training support  performed on aircraft and provided to the Buyer pursuant to this Agreement,  whether or not provided in the Seller’s or Seller’s Affiliate facilities. |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **Airframe**                                                                                                                                                                 | means the Aircraft excluding the Propulsion Systems. |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **Airframe Basic Price**                                                                                                                                                     | has the meaning set out in Clause 3.2. |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **Airframe Price Revision**                                                                                                                                                  | ** ** |
| ** **                                        | ** **                                                                                                                                                                   | ** ** |
| ** **                                        | **Formula**                                                                                                                                                                  | is set out in Part 1 of Exhibit C. |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **Assignment of Airframe**                                                                                                                                                   | ** ** |
| ** **                                        | ** **                                                                                                                                                                   | ** ** |
| ** **                                        | **Warranty and Support**                                                                                                                                                     | ** ** |
| ** **                                        | ** **                                                                                                                                                                   | ** ** |
| ** **                                        | **Rights**                                                                                                                                                                   | with respect to an Aircraft, means the assignment of  airframe warranty and support rights entered into or to be entered into  between the Buyer and its Operator in the form or substantially in the form  of Exhibit I or in such other form as Buyer and its Operator may agree (and  as consented to by the Seller). |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **Approved List**                                                                                                                                                            | has the meaning set out in Clause 18.5.2. |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **Approved Suppliers**                                                                                                                                                       | has the meaning set out in Clause 18.5.2. |
| ** **                                        | ** **                                                                                                                                                                   |   |
| ** **                                        | **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. |
|                                                   |                                                                                                                                                                              |  |  |  |

 

5

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| ** ** | **Balance of Final Price**    | has the meaning set out in Clause 5.4.1                                                                                                                                                                                                                                                                                                                                                                        |
|------------|-------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Basic Price**               | means the sum of the Airframe Basic Price and the  Propulsion Systems Basic Price.                                                                                                                                                                                                                                                                                                                                  |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Bill of Sale**              | with respect to a Aircraft, means a bill of sale in  the form of Exhibit E.                                                                                                                                                                                                                                                                                                                                         |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Buyer Furnished**           |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Equipment**                 | has the meaning set out in Clause 18.1.1.                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Certificate of Acceptance** | with respect to an Aircraft, means a certificate of  acceptance in the form of Exhibit D.                                                                                                                                                                                                                                                                                                                           |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Default Rate**              | means the default rate of interest as defined in  Clause 5.7.                                                                                                                                                                                                                                                                                                                                                       |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Delivery**                  | with respect to an  Aircraft, means the transfer of title to the Aircraft from the Seller  to the Buyer in accordance with Clause 9.                                                                                                                                                                                                                                                                           |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Delivery Date**             | with respect to an  Aircraft, means the date on which Delivery shall occur.                                                                                                                                                                                                                                                                                                                                         |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Delivery Location**         | with respect to an  Aircraft, means the facilities of the Seller at the location of final  assembly of the Aircraft which depending on the Aircraft model is either in  France or in Germany.                                                                                                                                                                                                                       |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Delivery Period**           | has the meaning ascribed thereto in Clause 9.2.1.                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Deposit**                   | has the meaning set out in Clause 5.2.                                                                                                                                                                                                                                                                                                                                                                              |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Designated Airworthiness**  |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Authority**                 | has the meaning set out in Clause 7.2.6.                                                                                                                                                                                                                                                                                                                                                                            |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Development Changes**       | as defined in Clause 2.1.3 of this Agreement                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Excusable Delay**           | has the meaning set out in Clause 10.1.                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Export Airworthiness**      |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Certificate**               | with respect to an  Aircraft, means an export certificate of airworthiness issued by the  Aviation Authority of the Delivery Location.                                                                                                                                                                                                                                                                              |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Failure**                   | has the meaning set out in Clause 12.2.1.                                                                                                                                                                                                                                                                                                                                                                           |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Final Price**               | has the meaning set out in Clause 3.4                                                                                                                                                                                                                                                                                                                                                                          |
| ** ** | ** **                    |                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | **Gross Negligence**          | means any act or omission done with either (i)  intent to cause damage or (ii) recklessly, and with knowledge that damage  would probably result, or (iii) where the risk of damage resulting from such  act or omission would be obvious to a person acting reasonably and in  knowledge of the same facts as the offending party but the offending party  has not considered the possible existence of such risk. |

 

6

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| ** ** | **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 this Agreement and which are not Aircraft Training  Services.                                                                                                                                                                                                                                                                                                                    |
|------------|------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | **Initial Operator**         | with respect to an Aircraft, means the first  operator of such Aircraft in commercial revenue service following its  Delivery by the Seller to the Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | **Item**                     | has the meaning set out in Clause 12.2.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | **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.                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** ** | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | **Material**                 | has the meaning set out in Clause 1.2 of Exhibit H.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** ** | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | **Operator**                 | with respect to an Aircraft, means any operator of  such Aircraft following Delivery hereunder.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** ** | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | **Non-Excusable Delay**      | has the meaning set out in Clause 11.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | **Participation Agreement**  | with respect to an Aircraft means the participation  agreement relating to such Aircraft entered into or to be entered into  between the Buyer and the relevant Operator in the form or substantially in  the form of Exhibit J or in such other form as Buyer and its Operator may  agree (and as consented to by the Seller).                                                                                                                                                                                                                                                                                             |
| ** ** | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | **Predelivery Payment**      | means the payment(s) determined in accordance with  Clause 5.3.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | **Predelivery Payment**      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | **Reference Price**          | with respect to an Aircraft, means the predelivery  reference price for such Aircraft determined in accordance with Clause 5.3.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** ** | ** **                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | **Propulsion Systems**       | with  respect to an Aircraft, means any of (i) the set of two (2) General Electric  (GE) engines, including nacelles, thrust reversers and associated standard  equipment, installed on such Aircraft on Delivery; or (ii) the set of two (2)  Pratt & Whitney engines, including nacelles, thrust reversers and  associated standard equipment, installed on such Aircraft on Delivery, or  (iii) the set of two (2) Rolls Royce (RR) engines, including nacelles, thrust  reversers and associated standard equipment, installed on such Aircraft on  Delivery, in each case selected as per sub-Clause 3.3.5 hereof. |

 

7

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| ** ** | **Propulsion Systems Basic**      |                                                                                                                                                                                                                               |
|------------|-----------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | **Price**                         | with respect to a set of Propulsion Systems, means  the price of such set of Propulsion Systems as set out in Clause 3.3.                                                                                                          |
| ** ** | **Propulsion Systems**            |                                                                                                                                                                                                                               |
| ** ** | **Reference Price**               | with respect to a set of Propulsion Systems, means  the reference price for such set of Propulsion Systems as set out in Part 2  of Exhibit C.                                                                                     |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Propulsion Systems**            |                                                                                                                                                                                                                               |
| ** ** | **Manufacturer**                  | with respect to an Aircraft, means the manufacturer  of the Propulsion Systems selected by the Buyer pursuant to sub-Clause 3.3.5  for that Aircraft.                                                                              |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Propulsion Systems Price**      | .                                                                                                                                                                                                                                  |
| ** ** | **Revision Formula**              | is set out in Part 2 of Exhibit C                                                                                                                                                                                                  |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Ready for Delivery**            | with respect to an  Aircraft, means the time when (i) the Technical Acceptance  Process has been successfully completed and (ii) the Export  Airworthiness Certificate has been issued for that Aircraft.                |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Scheduled Delivery Month**      | has the meaning set out in Clause 9.1.                                                                                                                                                                                             |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Seller’s Representatives** | means the representatives of the Seller referred to  in Clause 15.2.                                                                                                                                                               |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Seller Representatives**        |                                                                                                                                                                                                                               |
| ** ** | **Services**                      | means the services provided by the Seller to the  Buyer pursuant to Clause 15.                                                                                                                                                     |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Seller Service Life Policy**    | has the meaning set out in Clause 12.2.                                                                                                                                                                                       |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Seller’s Training Course** |                                                                                                                                                                                                                               |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Catalog**                       | has the meaning set out in Clause 16.4.1.                                                                                                                                                                                          |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Seller’s Training Center** | has the meaning set out in Clause 16.3.1.                                                                                                                                                                                          |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **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 2.1.2                                                                                                                        |
| ** ** | ** **                        |                                                                                                                                                                                                                               |
| ** ** | **Specification**                 | with respect to an  Aircraft, means either (a) the Standard Specification if no SCNs are  applicable or (b) if SCNs are issued in this Agreement, the Standard  Specification as amended by all applicable SCNs for that Aircraft. |

 

8

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| ** ** | **Standard Specification**                                                                                                                        | with respect to an Aircraft, means the Seller’s  relevant standard specification document number, issue and issue date, as  well as the relevant design weights relating to the aircraft purchased and  sold in this Agreement a copy of which has been annexed as an Exhibit A to  this 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 Acceptance**                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** | **Process**                                                                                                                                       | with respect to an  Aircraft, means the technical acceptance process for such Aircraft to  be performed pursuant to Clause 8 including without limitation the acceptance  tests performed on the Aircraft in order to demonstrate the satisfactory  functioning of the Aircraft and compliance with the Specification.                                                                                                                                                                                                  |
| ** ** | ** **                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** | **Technical Data**                                                                                                                                | has the meaning set out in Clause 14                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** ** | ** **                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** | **Total Loss Aircraft**                                                                                                                           | has the meaning set out in Clause 10.4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** ** | ** **                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** | **Training Conference**                                                                                                                           | has the meaning set out in Clause 16.4.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** **                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** | **Type Certificate**                                                                                                                              | has the meaning set out in Clause 7.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** ** | ** **                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** | **Warranty Part**                                                                                                                                 | has the meaning set out in Clause 12.1.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** ** | ** **                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** | **Warranty Period**                                                                                                                               | has the meaning set out in Clause 12.1.3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** **                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** | **Working Day**                                                                                                                                   | with respect to (i) any action to be taken  hereunder, a day other than a Saturday, Sunday or other day designated as a  holiday in the jurisdiction in which such action is required to be taken or  (ii) any payment to be made hereunder, any day other than a Saturday, Sunday  or a day that is a legal holiday or a day on which banking institutions are  authorised to close in the City of New York - USA, Amsterdam - The  Netherlands, Hamburg — Ireland, Germany, Shannon - Ireland or Paris - France. |
| ** ** | ** **                                                                                                                                        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 0.2        | Clause headings and the Index are inserted for  convenience of reference only and shall be ignored in the interpretation of  this Agreement. |
|            |                                                                                                                                                   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |

 

9

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| 0.3    | In this Agreement unless the context otherwise  requires: |
|--------|-----------------------------------------------------------|
|   |                                                      |
|   | (a)                                                       | references to Clauses, paragraphs, Appendices,  Schedules and Exhibits are to be construed as references to the Clauses of,  paragraphs of and Appendices, Schedules and Exhibits to this Agreement and  references to this Agreement include its Schedules, Exhibits and Appendices; |
|   |                                                      |   |
|   | (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. |

 

10

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| 1      | **SALE AND PURCHASE**                                                                                                                                                                                   |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                              |
|   | The Seller will cause to be manufactured and will  sell and deliver, and the Buyer will buy and take delivery of each of the  Aircraft subject to the terms and conditions contained in this Agreement. |

 

11

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| 2      | **SPECIFICATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.1    | **Airframe Specification**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.1.1  | **Specification**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | The A330-200 aircraft (the “A330-200 Aircraft”) will  be manufactured in accordance with the Standard Specification, Document  G.000.02000, Issue 4.3 dated July 13, 2006, as amended to reflect 233t MTOW,  182t MLW, 170t MZFW (as so amended, the “Standard Specification”, a copy of  which is annexed hereto as Exhibit A1).                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | The A330-300 aircraft (the “A330-300 Aircraft”) will  be manufactured in accordance with the Standard Specification, Document  G.000.03000, Issue 7.3 dated July 13, 2006, as amended to reflect 233t MTOW,  187t MLW, 175t MZFW (as so amended, the “Standard Specification”, a copy of  which is annexed hereto as Exhibit A2).                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.1.2  | **Specification Change Notice (SCN)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | The Specification may be amended by written  agreement between the parties in a Specification Change Notice. Each  Specification Change Notice shall be substantially in the form set out in  Exhibit B and shall set out in detail the particular change to be made to the  Specification and the effect, if any, of such change on design, performance,  weight, time of Delivery of the relevant Aircraft, and on the text of the  Specification. Such SCN may result in an adjustment of the Basic Price.                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.1.3  | **Development Changes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | The Specification may also be revised by the Seller  without the Buyer’s consent in order to incorporate development changes if  such changes do not adversely affect price, time of delivery, weight or  performance of the Aircraft, interchangeability or replaceability  requirements under the Specification. In any other case the Seller shall issue  to the Buyer a Manufacturer Specification Change Notice. Development changes  are changes deemed necessary by the Seller to improve the Aircraft, prevent  delay or ensure compliance with this Agreement (the “Development Changes”). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.1.4  | **Specification Change Notices for Certification**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | The provisions relating to Specification Change  Notices for certification are set out in Clauses 7.1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.1.5  | **Buyer Import Requirements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | The provisions relating to Specification Change  Notices for Buyer import requirements are set out in Clause 7.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.1.6  | **Inconsistency**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | In the event of any inconsistency between the  Specification and any other part of this Agreement, this Agreement shall  prevail to the extent of such inconsistency.                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.2    | **Propulsion Systems**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | Each of the Aircraft shall be  equipped with either a set of (a) General Electric CF6-80E1A4, or (b)  Rolls Royce Trent 772B, or (c) Pratt & Whitney 4168A series Propulsion  Systems, as shall be selected by the Buyer pursuant to sub-Clause 3.3.5 below.                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

12

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|            |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 2.3        | **Customisation Milestones Chart**                                                                                                                                                                                                                                                                                                                                                                                            |
| ** ** |
|       | As part of the Agreement, the Seller is providing  the Buyer with an agreed Customisation Milestones Chart setting out the  minimum lead times prior to the Scheduled Delivery Month of the Aircraft,  when a mutual agreement shall be reached (execution of a SCN) in order to  integrate into the Specification, any items requested by the Buyer from the  Specification Changes Catalogues made available by the Seller. |

 

13

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| 3      | **PRICES**                                                                                                                                                                                                                                                       |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                                                                                       |
| 3.1    | **Basic Price of the Aircraft**                                                                                                                                                                                                                                  |
|   | ** **                                                                                                                                                                                                                                                       |
| 3.1.1  | The “Basic Price” of each Aircraft is the sum of:                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                             |
|   | (i)                                                                                                                                                                                                                                                              | the Basic Price of the Airframe, and |
|   |                                                                                                                                                                                                                                                             |   |
|   | (ii)                                                                                                                                                                                                                                                             | the Basic Price of the Propulsion Systems. |
|   |                                                                                                                                                                                                                                                             |
| 3.2    | **Airframe Basic Price**                                                                                                                                                                                                                                         |
|   | ** **                                                                                                                                                                                                                                                       |
| 3.2.1  | The A330-200 Airframe Basic Price is the sum of:                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                             |
|   | (i)                                                                                                                                                                                                                                                              | the basic price of the A330-200 Airframe as defined  in the Standard Specification (excluding Buyer Furnished Equipment), which  is: |
|   |                                                                                                                                                                                                                                                             |   |
|   | US$[***]                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                             |
|   | (US Dollars — [***])                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                             |
|   | (ii)                                                                                                                                                                                                                                                             | the sum of the basic prices of all SCNs as set forth  in Exhibit A-1 to the Agreement, which is: |
|   |                                                                                                                                                                                                                                                             |   |
|   | US$[***]                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                             |
|   | (US Dollars —[***])                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                             |
| 3.2.2  | The A330-300 Airframe Basic Price is the sum of:                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                             |
|   | (i)                                                                                                                                                                                                                                                              | the basic price of the A330-300 Airframe as defined  in the Standard Specification (excluding Buyer Furnished Equipment) , which  is: |
|   |                                                                                                                                                                                                                                                             |   |
|   | US$[***]                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                             |
|   | (US Dollars - [***])                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                             |
|   | (ii)                                                                                                                                                                                                                                                             | the sum of the basic prices of all SCNs as set forth  in Exhibit A-2 to the Agreement, which is: |
|   |                                                                                                                                                                                                                                                             |   |
|   | US$[***]                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                             |
|   | (US Dollars — [***])                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                             |
| 3.2.3  | The Airframe Basic Price has been established in  accordance with the average economic conditions prevailing in December 2004,  January 2005 and February 2005 and corresponding to a theoretical delivery in  January 2006 - (the “**Base Period**”). |
|        |                                                                                                                                                                                                                                                                  |  |  |

 

 

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| 3.3         | **Propulsion Systems Basic Price**                                                                                                                                                                                                                                                                                                                                                                                                                |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.3.1       | The A330-200 and A330-300 General Electric  Propulsion Systems                                                                                                                                                                                                                                                                                                                                                                                    |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | The Basic Price of the GE CF6-80E1A4 Propulsion  System (including nacelles, thrust reversers and additional standard equipment)  for the A330-200 and A330-300 Aircraft, at delivery conditions prevailing in  January 2006, is:                                                                                                                                                                                                                 |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | US $[***]                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | (US dollars — [***]).                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.3.2       | The A330-200 and A330-300 Pratt & Whitney  Propulsion Systems                                                                                                                                                                                                                                                                                                                                                                                 |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | The Basic Price of the PW 4168A Propulsion System  (including nacelles, thrust reversers and additional standard equipment) for  the A330-200 and A330-300 Aircraft, at delivery conditions prevailing in  January 2006, is:                                                                                                                                                                                                                      |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | US $[***]                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | (US dollars — [***]).                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.3.3       | The A330-200 and A330-300 Rolls Royce Propulsion  Systems                                                                                                                                                                                                                                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | The Basic Price of the RR Trent 772B Propulsion  System (including nacelles, thrust reversers and additional standard  equipment) for the A330-200 and A330-300 Aircraft, at delivery conditions  prevailing in January 2006, is:                                                                                                                                                                                                                 |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | US $[***]                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | (US dollars — [***]).                                                                                                                                                                                                                                                                                                                                                                                                                        |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|  3.3.4 | Propulsion Systems Reference Period                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | The Propulsion Systems Basic Price has been  established in January 2006 delivery conditions and has been calculated from  the Propulsion Systems Reference Price. The Propulsion Systems Reference  Price is set forth in the [***] in Exhibit C for [***] respectively.                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.3.5       | Selection of Propulsion Systems                                                                                                                                                                                                                                                                                                                                                                                                                   |
|        | The Buyer shall notify the Seller in writing within  [***] months from the date hereof of its initial selection of the Propulsion  Systems to be installed on the Aircraft at Delivery. The Buyer shall then  have the flexibility up to the first day of the [***] month prior to the  Scheduled Delivery Month of each Aircraft to change its initial Propulsion  Systems selection, by giving written notice of any such change to the Seller. |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 3.3.6       | Predelivery Payments Assumed Propulsion Systems                                                                                                                                                                                                                                                                                                                                                                                                   |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | The parties hereto agree that for the purposes of  calculating the Predelivery Payment Reference Price as defined under Clause  5.3.1 herein, it will be assumed that the Buyer has selected the Rolls Royce  Propulsion Systems. For the avoidance of doubt there shall be no revision to  the Predelivery Payment Reference Price in the event that the Buyer selects  another Propulsion System.                                               |
|             |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |  |

 

15

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|        | 3.4                                                                                   | **Final Price**                                                                                                                                                                                                                                                                                             |
|--------|---------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                            |
|   | With respect to each Aircraft, the Final Price of  such Aircraft shall be the sum of: |
|   |                                                                                  |
|   | (i)                                                                                   | the Airframe Basic Price as revised as of the  Delivery Date in accordance with Clause 4.1; plus                                                                                                                                                                                                       |
|   |                                                                                  |                                                                                                                                                                                                                                                                                                        |
|   | (ii)                                                                                  | the aggregate of all increases or decreases to the  Airframe Basic Price as agreed in any Specification Change Notice or part  thereof applicable to the Airframe subsequent to the date of this Agreement  as revised as of the Delivery Date in accordance with Clause 4.1; plus                          |
|   |                                                                                  |                                                                                                                                                                                                                                                                                                        |
|   | (iii)                                                                                 | the Propulsion Systems Reference Price as revised as  of the Delivery Date in accordance with Clause 4.2; plus                                                                                                                                                                                         |
|   |                                                                                  |                                                                                                                                                                                                                                                                                                        |
|   | (iv)                                                                                  | the aggregate of all increases or decreases to the  Propulsion Systems Reference Price as agreed in any Specification Change  Notice or part thereof applicable to the Propulsion Systems subsequent to the  date of this Agreement as revised as of the Delivery Date in accordance with  Clause 4.2; plus |
|   |                                                                                  |                                                                                                                                                                                                                                                                                                        |
|   | (v)                                                                                   | any further amount resulting from any other  provisions of this Agreement and/or any other written agreement between the  Buyer and the Seller, in each case, relating to the Aircraft and specifically  making reference to the Final Price of an Aircraft.                                                |
|        |                                                                                       |                                                                                                                                                                                                                                                                                                             |  |

 

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| 4.     | **PRICE REVISION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.1    | **Revision of Airframe Basic Price**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The Airframe Basic Price is subject to revision in  accordance with the relevant Airframe Price Revision Formula up to and  including the Delivery Date as set forth in Part 1 of Exhibit C to this  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.2    | **Revision of Propulsion Systems Reference Price**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.2.1. | The Propulsion Systems Reference Price is subject to  revision in accordance with the relevant Propulsion Systems Price Revision  Formula up to and including the Delivery Date, as set forth in Part 2 of  Exhibit C.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.2.2  | **Modification of Propulsion Systems Reference  Price and Propulsion Systems Price Revision Formula**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | The Propulsion Systems Reference Price, the prices  of the related equipment 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 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. |

 

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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:                                                                                                                                                                                                                                                                                                                       |   |
|         |                                                                                                                                                                                                                                                                                                                        |   |
|         | [***]                                                                                                                                                                                                                                                                                                                       |   |
|         |                                                                                                                                                                                                                                                                                                                        |   |
|         | SWIFT: [***]                                                                                                                                                                                                                                                                                                                |   |
|         |                                                                                                                                                                                                                                                                                                                        |   |
|         | ABA: [***]                                                                                                                                                                                                                                                                                                                  |   |
|         |                                                                                                                                                                                                                                                                                                                        |   |
|         | [***]                                                                                                                                                                                                                                                                                                                       |   |
|         |                                                                                                                                                                                                                                                                                                                        |   |
|         | or to such other account as may be designated by the  Seller in writing no later than three (3) Working Days prior to the date on  which such payment is due.                                                                                                                                                               |
|         |                                                                                                                                                                                                                                                                                                                        |   |
| 5.2          | **Deposit**                                                                                                                                                                                                                                                                                                                 |   |
|         | ** **                                                                                                                                                                                                                                                                                                                  |   |
|         | An amount equal to [***] US dollars (US$[***]) (the “Deposit”) per Aircraft  specified in this Agreement already paid by the Buyer to the Seller prior to  the date of execution of this Agreement shall be deducted from the first  Predelivery Payment due under this Agreement, with respect to such Aircraft. |   |
|         |                                                                                                                                                                                                                                                                                                                        |   |
| 5.3          | **Predelivery Payments**                                                                                                                                                                                                                                                                                                    |   |
|         | ** **                                                                                                                                                                                                                                                                                                                  |   |
| 5.3.1        | With respect to each Aircraft, the Buyer shall pay  Predelivery Payments to the Seller calculated on the Predelivery Payment  Reference Price of the relevant Aircraft. The Predelivery Payment Reference  Price is determined by the following formula:                                                                    |   |
|         |                                                                                                                                                                                                                                                                                                                        |   |
| *** *** | A = Pb (1 + [***])                                                                                                                                                                                                                                                                                                          |   |
| *** *** |                                                                                                                                                                                                                                                                                                                        |   |
|         | Where                                                                                                                                                                                                                                                                                                                       |   |
|         |                                                                                                                                                                                                                                                                                                                        |   |
|         | A                                                                                                                                                                                                                                                                                                                           | :      | The Predelivery Payment Reference Price for Aircraft  to be delivered in year T; |
|         |                                                                                                                                                                                                                                                                                                                        |   |   |
|         | T                                                                                                                                                                                                                                                                                                                           | :      | the year of Delivery of the relevant Aircraft |
|         |                                                                                                                                                                                                                                                                                                                        |   |   |
|         | Pb                                                                                                                                                                                                                                                                                                                          | :      | the Basic Price; |
|         |                                                                                                                                                                                                                                                                                                                        |   |   |
|         | N                                                                                                                                                                                                                                                                                                                           | :      | (T- 2006) |
|              |                                                                                                                                                                                                                                                                                                                             |        |  |  |

 

18

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| 5.3.2  | Such Predelivery Payments shall be made in  accordance with the following schedule:                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | DUE DATE OF PAYMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | PERCENTAGE OF  PREDELIVERY PAYMENT  REFERENCE PRICE |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Upon signature of this Agreement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | [***] (less the Deposit) |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | On the first day of each of the following  months prior to the Scheduled Delivery  Month:                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | [***] |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | Total Payment prior to Delivery                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | [***] |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 5.3.3  | Any Predelivery Payment received by the Seller shall  constitute an instalment in respect of the Final Price of the relevant 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 when calculating the Balance of  Final Price or (ii) the obligation to repay to the Buyer an amount equal  to the Predelivery Payments pursuant to any other provision of this  Agreement.      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 5.3.4  | If any Predelivery Payment is not received on the  relevant due date specified in Clause 5.3.2 then, and in addition to any  other rights and remedies available to Seller, the Seller shall have the  right to set back the Scheduled Delivery Month for the relevant Aircraft, by  a period of one (1) month for each thirty (30) days such payment is delayed.                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Furthermore, if such delay is greater than [***]  days, the Seller shall have no obligation to deliver the relevant Aircraft  within the Scheduled Delivery Month for such Aircraft, as modified pursuant  to the preceding paragraph. 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 a new Scheduled Delivery Month for such  Aircraft consistent with the Seller’s other commitments and production  capabilities. |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |  |

 

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| 5.4    | **Balance of Final Price**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.4.1  | With respect to each Aircraft, the Balance of Final  Price payable by the Buyer to the Seller on the Delivery Date shall be the  Final Price of such Aircraft less the amount of Predelivery Payments received  by the Seller on or before the Delivery Date with respect to such Aircraft.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 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 with respect to such Aircraft.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 5.5    | **Other Charges**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | Unless expressly stipulated otherwise, any other  charges due under this 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 [***] days  after receipt of the invoice by the Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 5.6    | **Method of Payment**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.6.1  | All payments provided for in this Agreement shall be  made in United States Dollars (USD) in immediately available funds.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 5.6.2  | All payments due to the Seller hereunder shall be  made in full, without deduction or withholding of any kind. Consequently, the  Buyer shall procure that the sums received by the Seller under this Agreement  shall be equal to the full amounts expressed to be due to the Seller  hereunder, without deduction or withholding on account of and free from any  and all taxes, levies, imposts, dues or charges of whatever nature. If the  Buyer is compelled by law to make any such deduction or withholding the Buyer  shall pay such additional amounts as may be necessary in order that the net  amount received by the Seller after such deduction or withholding shall 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. If the Seller receives a refund  of any amount with respect to which the Buyer has paid an additional amount as  described above the Seller shall pay to the Buyer, as soon as practicable  after the refund has been made (but not before the Buyer has made all  payments to the Seller required under this Clause), an amount equal to such  refund, provided that after such payment the Seller shall be in no worse  position in respect of its overall tax position than it would have been if no  such payment had been made. |

 

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| 5.7        | **Default Interest**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       | If any payment due to the Seller under this  Agreement including but not limited to any predelivery payment, or deposit  for the Aircraft as well as any payment for any spare parts, data, documents,  training and services due to the Seller is not received within three (3)  Working Days of the due date, without prejudice to the Seller’s other rights  under this Agreement or at law, the Seller shall be entitled to interest for  late payment calculated on the amount due from but excluding such date up to  and including the date when the payment is received by the Seller at a rate  equal to LIBOR for six (6) months deposits in US Dollars (as published in the  Reuters screen or its successor screen on the due date) plus [***] per annum. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 5.8        | **Taxes**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 5.8.1      | The amounts stated in this Agreement to be payable  by the Buyer are exclusive of value added tax chargeable under the laws of  the Delivery Location (“VAT”) and accordingly the Buyer shall pay any VAT  chargeable in respect of supplies to the Buyer as contemplated by this  Agreement provided that the Seller shall reasonably cooperate with the Buyer  to mitigate the imposition of any tax liability on the Buyer with respect to  such circumstances.                                                                                                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 5.8.2      | The Seller shall, in respect of the Aircraft,  services, parts, instructions or data delivered or furnished hereunder (i)  pay all taxes, duties or similar charges of any nature whatsoever, whenever  and wheresoever levied, assessed, charged or, collected for, or in connection  with the execution of this Agreement and the fabrication, manufacture and  assembly of the Aircraft, or the sale or delivery to the Seller of any  component of the Aircraft by a sub-contractor, a Supplier or an Affiliate of  the Seller in connection with [***].                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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 hereunder.                                                                                                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **5.9**    | **Proprietary Interest**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       | The Buyer shall not, by virtue of anything contained  in this Agreement (including, without limitation, any Predelivery Payments  hereunder, or any designation or identification by the Seller of a particular  aircraft as an Aircraft to which any of the provisions of this Agreement  refer) acquire any proprietary, insurable or other interest whatsoever in any  Aircraft before Delivery of such Aircraft, as provided in this Agreement.                                                                                                                                                                                                                                                                                                                        |

 

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| **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 obligation  (whether or not matured) owed by the Seller to the Buyer, regardless of the  place of payment or currency. The Seller will promptly notify the Buyer in  writing following the exercise by it of such right of set-off. |

 

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| 6      | **MANUFACTURE PROCEDURE — INSPECTION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 6.1.   | **Manufacture Procedure**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   | Each 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 (which may  include, without limitation, a reasonable number of representatives from the  Initial Operator with respect to any Aircraft) (the “**Buyer’s  Inspector(s)**”) shall be entitled to inspect the manufacture of  each Airframe and all materials and parts obtained by the Seller for the  manufacture of such 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 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 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 its relevant Affiliate 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 this Agreement until the Delivery Date of the final Aircraft  hereunder, the Seller shall furnish without additional charge suitable space  and office equipment (including reasonable telephone communications) in or  conveniently located with respect to the Delivery Location for the use of a  reasonable number of Buyer’s Inspector(s) .                                                                                                                                                       |

 

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| 7          | **CERTIFICATION**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 7.1        | **Type Certification**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** ** | Each Aircraft is type certificated under European  Aviation Safety Agency (EASA) procedures for joint 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.                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       | The Seller confirms that it has obtained an FAA Type  Certificate (transport category) for the Aircraft pursuant to Part 21 and in  compliance with the applicable provisions of Part 25 of the US Federal  Aviation Regulations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 7.2        | **Export Airworthiness Certificate**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 7.2.1      | Each Aircraft will be delivered  to the Buyer with the Export Airworthiness Certificate and shall have  incorporated all means of compliance with all applicable EASA and FAA  Airworthiness Directives, on a terminating basis if available, and in a  condition enabling the Buyer (or an eligible person under then applicable  law) to obtain at time of Delivery a standard airworthiness certificate  issued pursuant to Part 21 of the US Federal Aviation Regulations.                                                                                                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 7.2.2      | If any law or regulation is promulgated or becomes effective  or an interpretation of any law is issued before an Aircraft purchased under  this Agreement is “Ready for Delivery” to the Buyer and which law, regulation  or interpretation requires any change to the Specification as it may be  modified pursuant to Clause 2 in order to obtain the Type Certificates and  Export Airworthiness Certificate as hereinabove provided for such Aircraft,  the Seller shall make the requisite variation or modification.                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       | The effect on price of  such a change shall be borne:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       | (i) by the Seller insofar as it results from laws,  regulations or interpretations that are to be complied with by the Seller  before the Delivery of the relevant Aircraft. In addition, the Seller will  provide the Buyer with the kits and labor necessary to terminate any  Airworthiness Directive or other “mandatory continuing airworthiness  information” issued by the state of manufacture under Ch. 4.2 of Annex 8 to  the International Convention on Civil Aviation that has been issued prior to  the Delivery of the relevant Aircraft but which is not required to be  terminated by the Seller, provided that such kits have been defined pursuant  to the then applicable airworthiness requirement described above. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       | (ii) by the Buyer for any operational requirements  to be complied with by any Operator or changes other than those set forth in  sub-paragraph (i) above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       | If the Seller anticipates that the Scheduled  Delivery Month of any Aircraft will be postponed by reason of such change it  shall promptly notify the Buyer and the provisions of Clause 10 (Excusable  Delay) will apply.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       | In the event of such a variation or modification  being made pursuant to this sub-Clause, the parties hereto shall sign a SCN,  in which the effects, if any, upon performances, weights, interchangeability  and Delivery shall be specified and agreed between the Buyer and the Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

 

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| 7.2.3  | Notwithstanding the provisions of sub-Clause 7.2.2,  if any such change is applicable to Propulsion Systems, engine accessories,  quick engine change units or thrust reversers, or to Buyer Furnished  Equipment, the costs of such change shall be borne in accordance with such  arrangements as may be made separately between the Buyer and the Propulsion  System and/or Buyer Furnished Equipment manufacturers.                                                                                                                                                                                                                                                               |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.2.4  | The Seller shall as far as practicable take into  account the information available to it concerning any proposed new  regulations of the Seller’s Aviation Authorities in order to minimize the  costs of changes which may appear necessary to obtain the Export  Airworthiness Certificate after such proposed new regulations have become  mandatory.                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.2.5  | In the event that type certification has not been  previously undertaken by the Seller in a country where the Buyer intends to  lease an Aircraft to an Initial Operator, then subject to due notice from the  Buyer to the Seller at least nine months prior to the month of delivery of  the relevant Aircraft (or such lesser period that the Seller acting  reasonably agrees is practicable), the Seller shall use all reasonable  efforts to obtain such type certification, and shall not charge the Buyer  with its costs for the necessary documentation and justification work to  demonstrate the aircraft specification compliance for such type certification  purposes. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 7.2.6  | Upon the Buyer’s request, to be provided to the  Seller with adequate notice, the Seller shall identify the changes that may  be required in order for an Aircraft to be eligible for a standard  airworthiness certificate to be issued by the airworthiness authority  designated by the Buyer for the registration of such Aircraft (the  “Designated Airworthiness Authority”).                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Where the Buyer’s Designated Airworthiness 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, provided that the  Buyer’s request is made at a time reasonably in advance of the Scheduled  Delivery Month for such Aircraft and in accordance with the Seller’s lead  times for specification changes.                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | Such changes shall be made the subject of an SCN to  be agreed between the parties, which shall specify the corresponding effect,  if any, on the price and time of Delivery of the relevant Aircraft.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   | If the Seller anticipates that the Scheduled  Delivery Month of the relevant Aircraft will be postponed by reason of such  change it shall promptly notify the Buyer and the Scheduled Delivery Month of  such Aircraft as provided in sub-Clause 9.1 will be extended to the extent of  such postponement.                                                                                                                                                                                                                                                                                                                                                                           |

 

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| 8      | **BUYER’S TECHNICAL ACCEPTANCE**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 8.1    | **Technical Acceptance Process**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | Prior to Delivery each Aircraft shall undergo the  Technical Acceptance Process. The Seller will give to the Buyer not less than  [***] days written notice of the proposed time when the Technical Acceptance  Process will commence. Completion of the Technical Acceptance Process shall  demonstrate the satisfactory functioning of the relevant Aircraft and shall  be deemed to demonstrate compliance with the Specification. Should it be  established that the relevant 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 relevant Aircraft to such further  Technical Acceptance Process as is necessary to demonstrate the elimination  of the non-compliance. The Seller will keep the Buyer informed as to progress  with such changes and, as soon as practicable thereafter, will be entitled to  resubmit the relevant Aircraft for new acceptance tests to demonstrate the elimination  of such non-compliance or defect, such tests to be held and carried out in  accordance with this Clause 8. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | The Technical Acceptance Process shall, without  limitation, include a technical acceptance flight which shall not exceed  [***] duration (save as may be extended by agreement between the Buyer and  the Seller).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 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 [***] Working Days after its commencement; |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | may have a maximum of four (4) of the Buyer’s  representatives (with no more than three (3) 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 and the Seller will furnish such data with respect to such tests as  the Buyer may reasonably request, [***].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |  |  |

 

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| 8.3    | **Certificate of Acceptance**                                                                                                                                                                                                                                                                                                  |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** **                                                                                                                                                                                                                                                                                                                     |
|   | Once the relevant Aircraft is Ready for Delivery,  the Buyer shall, on or before the Delivery Date, sign and deliver to the  Seller a Certificate of Acceptance in respect of such Aircraft.                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                           |
| 8.4    | **Finality of Acceptance**                                                                                                                                                                                                                                                                                                     |
|   | ** **                                                                                                                                                                                                                                                                                                                     |
|   | Delivery by the Buyer of a signed and dated  Certificate of Acceptance with respect to the relevant Aircraft will be  irrevocable and the Buyer shall have no right to revoke such acceptance for  any reason, whether known or unknown to the Buyer at the time of acceptance.                                                |
|   |                                                                                                                                                                                                                                                                                                                           |
| 8.5    | **Seller’s Use of Aircraft**                                                                                                                                                                                                                                                                                              |
|   | ** **                                                                                                                                                                                                                                                                                                                     |
|   | The Seller will be entitled to use, without  compensation to the Buyer or other liability, each Aircraft prior to its  Delivery as may be necessary to obtain the certificates required under Clause  6 hereof, and such use will not affect the Buyer’s obligation to accept  Delivery of any Aircraft hereunder. [***]. |

 

27

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| 9          | **DELIVERY**                                                                                                                                                      |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | ** **                                                                                                                                                        |
| 9.1        | **Delivery Schedule**                                                                                                                                             |
|       | ** **                                                                                                                                                        |
| 9.1.1      | Subject to the provisions of this Agreement, the  Seller shall have each Aircraft Ready for Delivery at the Delivery Location  within the months specified below. |
|       |                                                                                                                                                              |
| ** ** | Each such month shall be, with respect to the  corresponding Aircraft, the “**Scheduled Delivery Month**”  for such Aircraft.                           |

 

**A330-200 Aircraft**
| ** ** |
|------------|
| ** ** | **Number** | ** ** | ** ** | **Scheduled Delivery Month** | ** ** | **Year** |
|       |   |   |
|       |   |   |
| [***]      | [***] | 2008 |
|       |   |   |
|       |   |   |
| [***]      | [***] |   |
|       |   |   |
|       |   |   |
|       |   | 2009 |
|       |   |   |
|       |   |   |
|       |   |   |
| [***]      | [***] |   |
|       |   |   |
|       |   |   |
|       |   | 2010 |
|       |   |   |
| TOTAL      | 20 |

 
| 9.1.2  | The Seller shall give the Buyer at least [***].  Thereafter the Seller shall notify the Buyer of any change in such date  necessitated by the conditions of manufacture or flight. In addition, the  Seller shall give the Buyer at least [***] days prior written notice of the  anticipated week during which the relevant Aircraft shall be Ready for  Delivery. |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                |
| 9.2    | **Delivery**                                                                                                                                                                                                                                                                                                                                                        |   |
|   | ** **                                                                                                                                                                                                                                                                                                                                                          |   |
| 9.2.1  | The Buyer shall send its representatives to the  Delivery Location to take Delivery                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                |   |

 

28

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|        | of, and collect, the relevant Aircraft within seven  (7) days after the date on which such Aircraft is Ready for Delivery (the  “Delivery Period”) and shall pay the Balance of the Final Price on or before  the Delivery Date.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 9.2.2  | Title to and risk of loss of or damage to the  relevant Aircraft will pass to the Buyer upon Delivery following the  execution and delivery of the Certificate of Acceptance by the Buyer and upon  payment of the Final Price for such Aircraft. The Seller shall deliver and  transfer title to the relevant Aircraft free and clear of all encumbrances  and will provide the Buyer with such appropriate documents of title (such as  a full warranty Bill of Sale (except for warranties in respect of any Buyer  Furnished Equipment converted to Seller Furnished Equipment and other Buyer  Furnished Equipment, which shall be as received by the Seller from the  suppliers of such Buyer Furnished Equipment), certificate of transfer, or  other documents) as the Buyer may reasonably request. |

 

29

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| 9.2.3          | Should the Buyer fail to:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|  

  | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | deliver the signed Certificate of Acceptance to the  Seller, when required to do so pursuant to Clause 8.3, within the Delivery  Period; or |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|           | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | pay the Balance of the Final Price for the relevant  Aircraft to the Seller on or before the Delivery Date; |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|           | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | within two (2) Working Days after Delivery of the  relevant Aircraft, remove such Aircraft from the Delivery Location for  whatever reason (except for reasons directly attributable to the Seller), |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|           | then the Buyer will on demand reimburse the Seller  for all reasonable costs and expenses (including, without limitation, costs  and expenses attributable to storage, preservation and protection, insurance  and taxes) sustained by the Seller and resulting from any such delay or  failure. Such reimbursement will be in addition to any other rights that the  Seller may have as a result of any such delay or failure.                                                                                                                             |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 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. The Seller shall not  charge the Buyer for such assistance.                                                                                                                                                                                                                                                                                                          |
|           |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 9.3.2          | Except for expenses to be borne by the Seller as  provided in Clause 5.8.2 of this Agreement, 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 required for all post-Delivery flights  [***]. In addition, it is understood between the parties that at Delivery the  Aircraft should be serviced with all lubricating and hydraulic fluid levels  full to the normal operating levels. |

 

30

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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 Agreement and that the  Scheduled Delivery Months 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 hereunder 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, components, accessories, equipment or parts, for any of the  reasons referred to above. Any delay or interruption resulting from any of  the foregoing causes (including any delay pursuant to Clause 7.2.2) 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 hereunder 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 Agreement and in particular shall promptly notify to the Buyer the  revised Scheduled Delivery Month for the relevant Aircraft, which shall be  determined in a non discriminatory manner compared with other customers of  the Seller similarly affected. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **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 [***] months after the  last day of the Scheduled Delivery Month of such Aircraft as at the  commencement of such Excusable Delay, the Buyer will be entitled to terminate  this Agreement with respect only to the Aircraft so affected by giving  written notice to the Seller within thirty (30) days after the expiry of such  [***] month period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     | In the event that such delay continues for an  additional [***] month period after the expiration of such [***] months  period, either party will have the option to terminate this Agreement with  respect only to the Aircraft so affected by giving written notice to the  other party within [***] days after the expiry of such additional [***] month  period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |

 

31

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|          | The Buyer shall not be entitled to terminate this  Agreement pursuant to this Clause if the Excusable Delay results from a  cause within its control.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|----------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     | Such termination will discharge all obligations and  liabilities of the parties hereunder with respect to such affected Aircraft,  except that the Seller will repay to the Buyer an amount equal to the entire  amount of any Predelivery Payments received from the Buyer hereunder with  respect to such affected Aircraft, [***].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.3.2   | If, in respect of any Aircraft, the Seller concludes  that the Delivery of such Aircraft shall be delayed for more than [***]  months after the last day of the Scheduled Delivery Month of such Aircraft as  at the commencement of such Excusable Delay, 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 this Agreement  with respect to such Aircraft by giving written notice to the other party  within [***] days after receipt by the Buyer of the notice of anticipated  delay.                                                                                                                                                                                                                                                                                              |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     | Such termination will discharge all obligations and  liabilities of the parties hereunder with respect to such affected Aircraft,  except that the Seller will repay to the Buyer an amount equal to the entire  amount of any Predelivery Payments received from the Buyer hereunder with  respect to such affected Aircraft, [***].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 10.3.3   | If this Agreement shall not have been terminated  with respect to the delayed Aircraft during the [***] day 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 Aircraft”), the Seller shall notify the Buyer to this effect, as  soon as practicable, but in any event, within one (1) month 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 an aircraft to replace the Aircraft may be  delivered to the Buyer and the Scheduled Delivery Month shall be extended as  specified in the Seller’s notice to accommodate the delivery of the  replacement aircraft; provided, however, that in the event the specified  extension of the Scheduled Delivery Month is to a month exceeding [***]  months after the last day of the original Scheduled Delivery Month then this  Agreement shall terminate with respect to said Aircraft unless: |
|     | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Buyer notifies the Seller within one (1) month  of the date of receipt of the Seller’s notice that it desires the Seller to  provide a replacement aircraft during the month quoted in the Seller’s  notice; and |

 

32

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|          | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the parties execute an amendment to this 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.                                                                                                                                                                                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     | In the event that the Agreement with respect to such  Total Loss Aircraft is terminated pursuant to this sub-Clause 10.4, the  obligations and liabilities of the parties hereunder with respect to such  Aircraft will be discharged. The Seller will repay to the Buyer an amount equal  to the entire amount of any Predelivery Payments received from the Buyer  hereunder with respect to any such Total Loss Aircraft, [***].                                                                                                                                                                      |
|     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **10.5** | **Termination Rights Exclusive**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     | In the event that this Agreement 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 hereunder with  respect to such affected Aircraft and undelivered material, services, data or  other items applicable thereto and to be furnished hereunder 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. |

 

33

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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 [***] 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 pay upon demand by  way of liquidated damages to the Buyer, the following amounts:                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In the event that the Seller has notified the Buyer  of the anticipated delay at the **latest  three** (3) months prior to the first day of the Scheduled Delivery  Month (as it may have been amended by mutual agreement): US Dollars — [***] (**US$**[***]) for each day of delay  commencing on the [***] Working Day following the last day of the Scheduled  Delivery Month and ending on the day of Delivery of the relevant Aircraft; |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In the event that the Seller has notified the Buyer  of the anticipated delay **less than three**  (3) months prior to the first day of the Scheduled Delivery Month (as it may  have been amended by mutual agreement) but prior to the date on which the  Seller informs the Buyer of the Notified Delivery Date: US Dollars — [***] (**US$**[***]) for each day of delay  commencing on the [***] Working Day following the last day of the Scheduled  Delivery Month and ending on the day of Delivery of the relevant Aircraft; |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | (c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | In the event that the Seller has notified the Buyer  of the anticipated delay on or after the date on which the Seller informs the  Buyer of the Notified Delivery Date: US Dollars — [***] (**US$**[***]) for each day of delay which  falls within the Scheduled Delivery Month, commencing on the [***] Working  Day following the Notified Delivery Date and increasing to US Dollars — [***]  (**US$**[***]) for each such day of  delay which continues **beyond the last day  of the Scheduled Delivery Month****;** |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | The amount of such liquidated damages shall in no  event exceed the total of US Dollars [***] (US$[***]) in respect of any one  Aircraft.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| **11.2**   | **[***]**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | In the event that such delay in Delivery exceeds  [***] months, the Buyer will have the further right, exercisable by written  notice to the Seller given no more than one (1) month after such [***] month  period, to terminate this Agreement in respect only of the Aircraft that is  the subject of such delay, whereupon the Seller will pay the Buyer, within  ten (10) Working Days after receipt of such notice, an amount equal to [***],  together with interest in an amount equal to LIBOR for six month deposits of  a similar amount plus [***] per annum over the period from date of receipt of  the relevant Predelivery Payment to date of reimbursement hereunder. Such  payment will be in addition to any amount due pursuant to sub-Clause 11.1  above. |

 

34

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| **11.3**   | **Termination**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | In the event that (i) the Buyer has not exercised  its right to terminate under Clause 11.2 hereof and (ii) such subsequent  delay in Delivery exceeds twelve (12) months, either party will have the  right, exercisable by written notice to the other party given no more than  one (1) month after such twelve (12) month period, to terminate this  Agreement in respect only of the Aircraft that is subject to such delay,  whereupon the Seller will pay the Buyer, within ten (10) Working Days after  such notice, an amount equal to all Predelivery Payments made by the Buyer to  the Seller in relation to such Aircraft, together with interest in an amount  equal to LIBOR for six month deposits of a similar amount plus [***] per  annum over the period from date of receipt of the relevant Predelivery  Payment to date of reimbursement hereunder. Such payment will be in addition  to any amount due pursuant to sub-Clause 11.1 above. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **11.4**   | **[***]**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **11.5**   | **Limitation of Damages**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | The Buyer and the Seller agree that payment by the  Seller of the amounts due pursuant to Clause 11.1 shall be considered to  be liquidated damages and have 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **11.6**   | **Remedies**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | THIS CLAUSE 11 SETS FORTH THE SOLE AND EXCLUSIVE  REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN  SUCH DELAYS AS ARE COVERED BY CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL  RIGHTS, INCLUDING WITHOUT LIMITATION ANY RIGHTS TO INCIDENTAL AND  CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE, TO WHICH IT WOULD OTHERWISE BE  ENTITLED IN RESPECT THEREOF. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES  AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED  TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR WILFULL MISCONDUCT OF THE  BUYER OR ITS REPRESENTATIVES.                                                                                                                                                                                                                                                                                                                         |

 

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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**                                                                                                                                                                                                                                                                                                          |
|       | ** **                                                                                                                                                                                                                                                                                                                      |
|       | 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 all Warranted Parts as  defined hereinafter 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 in design (including without  limitation the selection of materials) having regard to the state of the art  at the date of such design; and |
|       |                                                                                                                                                                                                                                                                                                                            |
|       | (iv)                                                                                                                                                                                                                                                                                                                            | be free from defects arising from failure to conform  to the Specification, except to those portions of the Specification relating  to performance or where it is expressly stated that they are estimates,  approximations or design aims. |
|       |                                                                                                                                                                                                                                                                                                                            |
| ** ** | For the purpose of this Agreement the term “**Warranted Part**” shall mean any Seller proprietary  component, equipment, accessory or part as installed on an Aircraft at  Delivery of such Aircraft and                                                                                                              |
| ** ** |                                                                                                                                                                                                                                                                                                                            |
|       | (a)                                                                                                                                                                                                                                                                                                                             | which is manufactured to the detailed design of the  Seller or a subcontractor of the Seller and |
|       |                                                                                                                                                                                                                                                                                                                            |
|       | (b)                                                                                                                                                                                                                                                                                                                             | which bears a part number of the Seller at the time  of such delivery. |
|       |                                                                                                                                                                                                                                                                                                                            |
| 12.1.2     | **Exclusions**                                                                                                                                                                                                                                                                                                                  |
|       | ** **                                                                                                                                                                                                                                                                                                                      |
|       | The warranties set forth in Clause 12.1.1 shall not  apply to Buyer Furnished Equipment, nor to the Propulsion Systems (in the  case of CFM Propulsion System, excluding nacelles and thrust reversers), nor  to any component, equipment, accessory or part purchased by the Seller that  is not a Warranted Part except that: |
|       |                                                                                                                                                                                                                                                                                                                            |
|       | (i)                                                                                                                                                                                                                                                                                                                             | any defect in the Seller’s workmanship incorporated  in the installation of such items in the Aircraft, including any failure by  the Seller to conform to the installation instructions of the manufacturer of  such item that invalidates any applicable warranty from such manufacturer,  shall constitute a defect in workmanship for the purpose of this Clause and be  covered by the warranty set forth in sub-Clause 12.1.1 (ii); and |
|       |                                                                                                                                                                                                                                                                                                                            |
|       | (ii)                                                                                                                                                                                                                                                                                                                            | any defect inherent in the Seller’s design of the  installation, in view of the state of the art at the date of such design,  which impair the use of such item shall constitute a defect in design for the  purpose of this Clause and be covered by the warranty set forth in sub-Clause  12.1.1 (iii). |
|       |                                                                                                                                                                                                                                                                                                                            |
| 12.1.3     | **Warranty Period**                                                                                                                                                                                                                                                                                                             |
|       | ** **                                                                                                                                                                                                                                                                                                                      |
| ** ** | The warranties contained in Clauses 12.1.1 and  12.1.2 shall be limited to those defects which become apparent within thirty  six (36) months after Delivery of the affected Aircraft (“**Warranty Period**”).                                                                                                        |
|            |                                                                                                                                                                                                                                                                                                                                 |  |  |

 

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| 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 the [***], repair,  replacement or correction of any Warranted Part which is defective and the  [***] or to the supply of modification kits rectifying the defect, at the  Seller’s expense and option.                                                                 |
|     |                                                                                                                                                                                                                                                                                                                                                                                                |
|     | The Seller may equally at its option furnish a  credit to the Buyer equal to the price at which the Buyer is entitled to  purchase a replacement for the defective Warranted Part.                                                                                                                                                                                                                  |
|     |                                                                                                                                                                                                                                                                                                                                                                                                |
| 12.1.4.2 | In the event of a defect covered by sub-Clauses  12.1.1 (iii), 12.1.1 (iv) and 12.1.2 (ii) becoming apparent within the  Warranty Period and the Seller being obliged to correct such defect, the  Seller shall also, if so requested by the Buyer, make such correction in any  Aircraft which has not yet been delivered to the Buyer; provided, however,                                         |
|     |                                                                                                                                                                                                                                                                                                                                                                                                |
|     | (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 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 | 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 or until the corrective technical solution removing the need for the  inspection is provided by the Seller. |
|     |                                                                                                                                                                                                                                                                                                                                                                                                |
|     | 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; |
|     |                                                                                                                                                                                                                                                                                                                                                                                                |
|     | (ii)                                                                                                                                                                                                                                                                                                                                                                                                | the inspection is performed outside of a scheduled  maintenance check as recommended by the Seller’s Maintenance Planning  Document; |
|     |                                                                                                                                                                                                                                                                                                                                                                                                |
|     | (iii)                                                                                                                                                                                                                                                                                                                                                                                               | the reimbursement shall not  apply for any inspections performed as an alternative to accomplishing  corrective action when such corrective action has been made available  at no charge to the Buyer and such corrective action could have reasonably  been accomplished by the Buyer at the time such inspections are performed or  earlier, |
|     |                                                                                                                                                                                                                                                                                                                                                                                                |
|     | (iv)                                                                                                                                                                                                                                                                                                                                                                                                | the labor rate to be used for the reimbursement  shall be labor rate defined in Clause 12.1.7, and |
|     |                                                                                                                                                                                                                                                                                                                                                                                                |
|     | (v)                                                                                                                                                                                                                                                                                                                                                                                                 | the manhours used to determine such reimbursement  shall not exceed the Seller’s reasonable estimate of the manhours required by  the Buyer for such inspections unless reasonably proven that more man-hours  than the Seller’s reasonable estimate were required. |

 

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| 12.1.5     | **Warranty Claim Requirements**                                                                                                                             |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | ** **                                                                                                                                                  |
| ** ** | Each Buyer’s warranty claim (“**Warranty  Claim**”) shall be considered by the Seller only if the following  conditions are first fulfilled: |
| ** ** |                                                                                                                                                        |
|       | (i)                                                                                                                                                         | the defect having become apparent within the Warranty  Period; |
|       |                                                                                                                                                        |
|       | (ii)                                                                                                                                                        | the Buyer having submitted to the Seller evidence  reasonably satisfactory to the Seller that the claimed defect is due to a  matter set out 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 or any matter covered in Clause  12.1.10; |
|       |                                                                                                                                                        |
|       | (iii)                                                                                                                                                       | the Buyer having returned as soon as practicable the  Warranted Part claimed to be defective to the repair facilities as may be  designated by the Seller, except when the Buyer elects to repair a defective  Warranted Part in accordance with the provisions of Clause 12.1.7; |
|       |                                                                                                                                                        |
|       | (iv)                                                                                                                                                        | the Seller having received a Warranty Claim as set  forth in Clause 12.1.6. |
|       |                                                                                                                                                        |
| 12.1.6     | **Warranty Administration**                                                                                                                                 |
|       | ** **                                                                                                                                                  |
|       |                                                                                                                                                        | The warranties set forth in Clause 12.1 shall be  administered as hereinafter provided for: |
|       |                                                                                                                                                        |
|       | (i)                                                                                                                                                         | **Claim Determination** |
|       | ** **                                                                                                                                                  |
|       |                                                                                                                                                        | Warranty Claim determination by the Seller shall be  reasonably based upon the claim details, reports from the Seller’s local  representative, historical data logs, inspection, tests, findings during  repair, defect analysis and other suitable documents. |
|       |                                                                                                                                                        |
|       | (ii)                                                                                                                                                        | **Transportation Costs** |
|       | ** **                                                                                                                                                  |
|       |                                                                                                                                                        | Transportation costs for sending a defective  Warranted Part to the facilities designated by the Seller and for the return  therefrom of a repaired or replaced Warranted Part shall be borne by the  Buyer . |
|       |                                                                                                                                                        |
|       | (iii)                                                                                                                                                       | **Return of an Aircraft** |
|       | ** **                                                                                                                                                  |
|       |                                                                                                                                                        | In the event of the Buyer desiring to return an  Aircraft to the Seller for consideration of a Warranty Claim, the Buyer shall  notify the Seller of its intention to do so and the Seller shall, prior to  such return, have the right to inspect such Aircraft and thereafter, without  prejudice to its rights hereunder, to repair such Aircraft, at its sole  option, either at the Buyer’s facilities or at another place acceptable to  the Seller. Return of any Aircraft by the Buyer to the Seller and return of  such Aircraft to the Buyer’s facilities shall be at the Buyer’s expense. |

 

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|        | (iv)       | **On-Aircraft Work by the Seller**                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** ** |
|   |       | In the event that a defect subject to this Clause  12.1 may justify the dispatch by the Seller of a working team to repair or  correct such defect through the embodiment of one or several Seller’s Service  Bulletins at the Buyer’s facilities, or in the event of the Seller accepting  the return of an Aircraft to perform or have performed such repair or  correction, then the labor costs for such on-Aircraft work are to be borne  [***]. |
|   |       |
|   |       | All related expenses, including but not limited to  reasonable travel and living expenses, in excess of the labour costs as  defined above, incurred in performing such repair or correction shall be  borne by the Buyer, unless otherwise mutually agreed.                                                                                                                                                                                                    |
|   |       |
|   |       | 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.                                                                                                                                                                                                                                                                                 |
|   |       |
|   | (v)        | **Warranty Claim Substantiation**                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | ** ** |
|   |       | In connection with each claim by the Buyer made  under this Clause 12.1, the Buyer shall file a Warranty Claim on the Buyer’s  form within sixty (60) days after a defect became apparent. Such form must  contain at least the following data:                                                                                                                                                                                                            |
|   |       |
|   |       | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | description of defect and action taken, if any, |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | date of incident and/or removal date, |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | description of the defective part, |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | part number, |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | serial number (if applicable), |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | position on Aircraft, |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | g)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | total flying hours or calendar time, as applicable at  the date of defect appearance, |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | h)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | time since last shop visit at the date of defect  appearance, |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   | ** ** | i)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | manufacturer serial number (“**Manufacturer’s  Serial Number**”) of the Aircraft and/or its registration, |
|   | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | j)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Aircraft total flying hours and/or number of  landings at the date of defect appearance, |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | k)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | Warranty Claim number, |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | l)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | date of Warranty Claim, |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                            |   |
|   |       | m)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | delivery date of Aircraft or part to the Buyer,  Warranty Claims are to be addressed as follows: |

 

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|            |                 | AIRBUS                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|------------|----------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                 | CUSTOMER SERVICES DIRECTORATE                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       |                 | WARRANTY ADMINISTRATION                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       |                 | Rond-Point Maurice Bellonte                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |                 | B.P. 33                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       |                 | F-31707 BLAGNAC CEDEX                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |                 | FRANCE                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|       |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | (vi)                 | **Replacements**                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |                 | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |                 | Components, equipment, accessories or parts, which  the Seller has replaced pursuant to this Clause, shall become the Seller’s  property. The replacement components, equipment, accessories or parts  provided by the Seller to the Buyer pursuant to this Clause shall become the  Buyer’s property.                                                                                                                                 |
|       |                 |                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | (vii)                | **Seller’s Reply and/or Rejection**                                                                                                                                                                                                                                                                                                                                                                                                         |
|       | ** **           |
|       |                 | The Seller shall use all reasonable endeavours to  reply to any Warranty Claim within fourteen (14) days of receipt. In case of  rejection of any Warranty Claim, the Seller shall in addition provide  reasonable written substantiation thereof. In the event that such Warranty  Claim is reasonably shown to be unjustified, the Buyer shall refund to the  Seller reasonable inspection and test charges incurred in connection  therewith. |
|       |                 |
|       | (viii)               | **Seller’s Inspection**                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | ** **           |
|       |                 | The Seller shall have the right to inspect the  affected Aircraft and documents and other records relating thereto in the  event of any Warranty Claim under this Clause 12.1.                                                                                                                                                                                                                                                                   |
|       |                 |
|       | (ix)                 | **Turn-Around Time**                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | ** **           |
|       |                 | The Seller will endeavor to repair defective  Warranted Parts within fifteen (15) days of receipt of such item(s) at the  repair facilities designated by the Seller, and if such repair is not  effected within such fifteen (15) day period, the Seller will supply a free  forward exchange of the items in question.                                                                                                                         |
|       |                 |
| 12.1.7     | **Inhouse Warranty** |
|       | ** **           |
|       | (i)                  | **Seller’s Authorization**                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       | ** **           |
| ** ** |                 | The Seller hereby authorizes the Buyer to perform  the repair of Warranted Parts (“**Inhouse Warranty**”)  subject to the terms of this Clause 12.1.7.                                                                                                                                                                                                                                                                            |

 

40

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|        | (ii)       | **Conditions for Seller’s Authorization**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ** ** |
|   |       | The Buyer shall be entitled to repair such Warranted  Parts only:                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |       |
|   |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | if the Buyer notifies the Seller’s Representative 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 Dollars [***] (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; |
|   |       |
|   |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | if adequate facilities and qualified personnel are  available to the Buyer; |
|   |       |
|   |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | in accordance with the Seller’s written instructions  set forth in the applicable Seller’s technical documentation; |
|   |       |
|   |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | to the extent specified by the Seller, or, in the  absence of such specification, to the extent reasonably necessary to correct  the defect, in accordance with the standards set forth in Clause 12.1.10. |
|   |       |
|   | (iii)      | **Seller’s Rights**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | ** ** |
|   |       | The Seller shall have the right to have any  Warranted Part, or any part removed therefrom, claimed to be defective,  returned to the Seller, as set forth in sub-Clause 12.1.6 (ii) if, in the  judgement of the Seller, the nature of the defect requires technical  investigation. The Seller shall further have the right to have a  representative present during the disassembly, inspection and testing of any  Warranted Part claimed to be defective, subject to its presence being practical  and not unduly delaying the repair. |
|   |       |
|   | (iv)       | **Inhouse Warranty Claim Substantiation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ** ** |
|   |       | Claims for Inhouse Warranty credit shall contain the  same information as that required for Warranty Claims under sub-Clause 12.1.6  (v) and in addition shall include:                                                                                                                                                                                                                                                                                                                                                                     |
|   |       |
|   |       | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | a report of technical findings with respect to the  defect, |
|   |       |
|   |       | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | for parts required to remedy the defect: |
|   |       |
|   |       | — part numbers,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |       |
|   |       | — serial numbers (if applicable),                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   |       |
|   |       | — parts description,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |       |
|   |       | — quantity of parts,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |       |
|   |       | — unit price of parts,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   |       |
|   |       | — related Seller’s or third party’s invoices (if  applicable),                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |       |
|   |       | — total price of parts,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |  |  |

 

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|        |       | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | detailed number of labor hours,                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |
|   |       | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Inhouse Warranty Labor Rate,                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |       |
|   |       | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | total claim value.                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |       |
|   | (v)        | **Credit**                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | ** ** |
|   |       | The Buyer’s account shall be credited with 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.                                                                                                                                                                                                                           |
|   |       |
|   |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                         | For the determination of direct labor costs only  manhours spent on removal from the Aircraft, disassembly, inspection, repair,  reassembly, and final inspection and test of the Warranted Part and  reinstallation thereof on the Aircraft are permissible. Any manhour required  for maintenance work concurrently being carried out on the Aircraft or  Warranted Part is not included.                                   |
|   |       |
|   |       |
|   |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                         | The manhours permissible above shall be multiplied  by an agreed labor rate, (“Inhouse Warranty Labour Rate”) and representing  the Buyer’s composite labor rate meaning the average hourly rate (excluding  all fringe benefits, premium time allowances, social charges, business taxes  and the like) paid to the Buyer’s employees whose jobs are directly related  to the performance of the repair. |
|   | ** ** |
|   |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                         | Direct material costs are determined by the prices  at which the Buyer acquired such material, excluding any parts and materials  used for overhaul and as may be furnished by the Seller at no charge.                                                                                                                                                                                                                       |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | (vi)       | **Limitation**                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|   | ** ** |
|   |       | The Buyer shall in no event be credited for repair  costs (including labor and material) in excess of [***] per cent ([***]%)  of the current catalogue price for a replacement of the defective Warranted  Part,                                                                                                                                                                                                                                              |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |       | or                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |       |
|   |       | where the repair cost (including labor and material)  is in excess of US Dollars [***]  (US$[***]) unless previously  approved by the Seller in accordance with sub-Clause 12.1.7 (ii).                                                                                                                                                                                                                                                                        |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   | (vii)      | **Scrapped Material**                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | ** ** |
|   |       | The Buyer shall retain any defective Warranted Part  beyond economic repair and any defective part removed from a Warranted Part  during repair for a period of either [***] days after the date of completion  of repair or [***] days after submission of a claim for Inhouse Warranty  credit relating thereto, whichever is longer. Such parts shall be returned to  the Seller within [***] days of receipt of the Seller’s request to that  effect. |
|   |       |
|   |       | Notwithstanding the foregoing, the Buyer may scrap  any such defective parts which are beyond economic repair and not required  for technical evaluation locally with the agreement of the Seller’s local  representative. Scrapped Warranted Parts shall be evidenced by a record of  scrapped material certified by an authorized representative of the Buyer.                                                                                          |
|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                                                                                                                                                                                                                                                                                                                                                                                               |  |

 

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| 12.1.8    | **Standard Warranty Transferability**                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|-----------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|      | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|      | 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 airlines and the Buyer, in accordance with the terms and subject  to the limitations and exclusions of the foregoing warranties, and to the  extent permitted by any applicable 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, replaced or repaired  Warranted Part whichever may be the case, shall be the remaining portion of  the original Warranty Period of the repaired or replaced Warranted Part, or  twelve months, whichever is last to expire.    |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 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 documentation and  any other instructions issued by the Seller and the Suppliers and the  Propulsion Systems Manufacturer and all applicable rules, regulations and  directives of relevant Aviation Authorities.               |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 12.1.10.1 | 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; |
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|      | *** ***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | unless in any such case (except in the case of (iii)  above) the Buyer submits reasonable evidence to the Seller that the defect  did not arise from nor was contributed to by any one or more of the said  causes. |

*** ***

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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 any item listed in Exhibit “F”  (“Item”) sustain any breakage or defect which can reasonably be expected to  occur on a fleetwide basis, and which materially impairs the utility of the  Item (“Failure”), and subject to the general conditions and limitations set  forth in Clause 12.2.4, then the provisions of this Clause 12.2 (“Seller  Service Life Policy”) shall apply. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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 has been originally installed has  completed [***] flying hours, or has completed [***] flight cycles, or within  [***] years after the Delivery of said Aircraft to the Buyer, whichever shall  first occur, the Seller shall at its own discretion and as promptly as  practicable and with the Seller’s financial participation as hereinafter  provided either:                                                     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 12.2.2.1   | design and furnish to the Buyer a correction for  such Item with a Failure and provide any parts required for such correction  (including Seller designed standard parts but excluding industry standard  parts), or,                                                                                                                                                                                                                                                                                                      |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 12.2.2.2   | replace such Item.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |

 

44

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| 12.2.3 | **Seller’s Participation in the Costs**                                                                                                                                                                                                                                                             |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                     |
|   | Any part or Item which the Seller is required to  furnish to the Buyer under this Service Life Policy in connection with the  correction or replacement of an Item shall be furnished to the Buyer with the  Seller’s financial participation determined in accordance with the following  formula: |
|   |                                                                                                                                                                                                                                                                                                     |
|   | P = C (N - T)/N                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                     |
|   | where:                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                     |
|   | P :                                                                                                                                                                                                                                                                                                      | financial participation of the Seller, |
|   |                                                                                                                                                                                                                                                                                                     |
|   | C :                                                                                                                                                                                                                                                                                                      | Seller’s then current sales prices for the required  Item or |
|   |                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                     | Seller designed parts, |
|   |                                                                                                                                                                                                                                                                                                     |
|   | (i)                                                                                                                                                                                                                                                                                                      | T : | total flying time in hours of the Aircraft in which  the Item subject to a Failure has been originally installed, |
|   |                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                     | and, |
|   |                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                     | N: [***] hours, |
|   |                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                     | or, |
|   |                                                                                                                                                                                                                                                                                                     |
|   | (ii)                                                                                                                                                                                                                                                                                                     | T: | total number of flight cycles which have been  accumulated by the Aircraft in which the Item subject to a Failure has been  originally installed, |
|   |                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                     | and, |
|   |                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                     | N: [***] flight cycles, |
|   |                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                     | or, |
|   |                                                                                                                                                                                                                                                                                                     |
|   | (iii)                                                                                                                                                                                                                                                                                                    | T: | total time in months since Delivery of the |
|   |                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                     | Aircraft in which the Item subject to a Failure has  been originally installed, |
|   |                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                     | and, |
|   |                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                     | N: [***] months, |
|   |                                                                                                                                                                                                                                                                                                     |
|   | [***]                                                                                                                                                                                                                                                                                                    |

 

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| 12.2.4   |   | **General Conditions and Limitations**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|----------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 12.2.4.1 |   | The undertakings given 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 remedy and the Seller’s obligation and  liability under this Service Life Policy are subject to the prior compliance  by the Buyer with the following conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | the Buyer shall maintain log books and other  historical records with respect to each Item adequate to enable determination  of whether the alleged Failure is covered by this Service Life Policy and if  so to define the costs to be borne by the Seller in accordance with Clause  12.2.3; |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Buyer shall keep the Seller informed of any significant  incidents relating to an Aircraft howsoever occurring or recorded; |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the Buyer shall comply with the conditions of Clause  12.1.10; |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Buyer shall carry out specific structural  inspection programs for monitoring purposes as may be established from time  to time by the Seller. Such programs shall be as compatible as possible with  the Buyer’s operational requirements and shall be carried out at the Buyer’s  expense. Reports relating thereto shall be regularly furnished to the Seller; |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   | (v)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | in the case of any breakage or defect, the Buyer  must have reported the same in writing to the Seller within [***] days after  any breakage or defect in an Item becomes apparent whether or not said  breakage or defect can reasonably be expected to occur in any other aircraft,  and the Buyer shall have informed the Seller of the breakage or defect in  sufficient detail to enable the Seller to determine whether said breakage or  defect is subject to this Service Life Policy. |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.2.4.3 |   | Except as otherwise provided for in this 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 that the Seller shall have issued a  modification applicable to an Aircraft, the purpose of which is to avoid a  Failure, the Seller may elect to supply the necessary modification kit free  of charge or under a pro rata formula. If such a kit is so offered to the  Buyer, then, to the extent of such Failure and any Failures that could ensue  therefrom, the validity of the Seller’s commitment under this Clause 12.2  shall be subject to the Buyer’s incorporating such modification in the  relevant Aircraft, as promulgated by the Seller and in accordance with the  Seller’s instructions, within a reasonable time. |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 12.2.4.5 |   | This Service Life Policy is neither a warranty,  performance guarantee, nor an agreement to modify any Aircraft or airframe  components to conform to new developments occurring in the state of airframe  design and manufacturing art.                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |   | The Seller’s obligation herein is to furnish only  those corrections to the Items or provide replacement therefor as provided  for in Clause 12.2.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

 

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|            |       | The Buyer’s sole remedy and relief for the  non-performance of any obligation or liability of the Seller arising under or  by virtue of this Service Life Policy shall be in monetary damages, limited  to the amount the Buyer y this reasonably expends in procuring a correction or  replacement for any Item which is the subject of a Failure covered bService  Life Policy and to which such non-performance is related.                                                                                                                        |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |       | The Buyer hereby waives, releases and renounces all  claims to any further damages, direct, incidental or consequential, including  loss of profits and all other rights, claims and remedies, arising under or  by virtue of this Service Life Policy.                                                                                                                                                                                                                                                                                                    |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 12.2.5     | ** ** | **Transferability**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|       |       | The Buyer’s rights under this Clause 12.2 shall not  be assigned, sold, leased, transferred or otherwise alienated by operation of  law or otherwise, without the Seller’s prior consent thereto, which shall not  be unreasonably withheld and given in writing.                                                                                                                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |       | Any unauthorized assignment, sale, lease, transfer  or other alienation of the Buyer’s rights under this Service Life Policy  shall, as to the particular Aircraft involved, immediately void this Service  Life Policy in its entirety.                                                                                                                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **12.3**   | ** ** | **Supplier Product Support Agreements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |   |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |   |   |
|       |       | Prior to the Delivery of the first Aircraft, the  Seller shall provide the Buyer with all enforceable and transferable  warranties and service life policies with respect to Supplier Parts that the  Seller has obtained pursuant to each Supplier Product Support Agreement.                                                                                                                                                                                                                                                                             |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 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 as to which there exists a Supplier Product Support Agreement.  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  Supplier Product Support Agreement 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, 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. |

 

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| 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,  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.                                                                                                                                                                                                                                                                                |

 

48

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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 relevant 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, the cost of which shall be mutually agreed between the Buyer and  the Seller), 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 (at no  additional charge to 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 within a reasonable time 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 to 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |

 

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| 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 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 Agreement and shall be subject to  the terms, covenants and conditions set forth in this Clause 12.                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **12.5**   | ** ** | **Waiver, Release and Renunciation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 12.5.1     |       | SUBJECT TO CLAUSE 12.5.2 THE WARRANTIES, OBLIGATIONS  AND LIABILITIES OF THE SELLER AND/OR ITS SUPPLIERS 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/OR ITS SUPPLIERS AND RIGHTS,  CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, AND/OR ITS SUPPLIERS,  EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY  NON-CONFORMITY OR DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY,  PART, SOFTWARE OR DATA DELIVERED UNDER THIS 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 OF TRADE; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|       |       | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY,  WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE SELLER’S  AND/OR ITS SUPPLIERS’ NEGLIGENCE, ACTUAL OR IMPUTED; AND |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|       |       | (E)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY  FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART,  SOFTWARE OR DATA DELIVERED UNDER THIS AGREEMENT. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|       |       | THE SELLER  AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY, HOWSOEVER  ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT,  INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NON-CONFORMITY OR  DEFECT IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE OR  DATA DELIVERED UNDER THIS AGREEMENT.                                                                                                                                                                                                                                                                                                                                 |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|       |       | FOR THE PURPOSES OF THIS CLAUSE 12.5, “THE SELLER”  SHALL INCLUDE THE SELLER AND ITS AFFILIATES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

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| 12.5.2     |       | NOTHING IN THIS CLAUSE 12.5 SHALL CONSTITUTE A  WAIVER, RELEASE OR RENUNCIATION BY THE BUYER OR ANY AFFILIATE OF THE BUYER OF  ANY EXPRESS OBLIGATIONS OR LIABILITIES OWED BY ANY SUPPLIER OR ANY AFFILIATE  OF THE SELLER TO THE BUYER OR ANY AFFILIATE OF THE BUYER PURSUANT TO ANY  AGREEMENT BETWEEN SUCH SUPPLIER OR SUCH AFFILIATE OF THE SELLER AND THE BUYER  OR ITS AFFILIATE.                                                                                                                                   |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |       | THE PROVISIONS OF THIS CLAUSE 12.5 SHALL BE WITHOUT  PREJUDICE TO THE PROVISIONS OF CLAUSES 14.9 AND 14.11 OF THIS AGREEMENT,  CLAUSES 5.4 AND 6.9.6 OF EXHIBIT H TO THIS AGREEMENT, CLAUSE 11 OF ANY  SOFTWARE LICENCE AND CLAUSE 8.2 OF ANY CBT LICENCE AND THE OBLIGATIONS OF THE  SELLER EXPRESSLY PRESERVED THEREUNDER;                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **12.6**   | ** ** | **Duplicate Remedies**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       |       | The Seller shall not be obliged to provide any  remedy which duplicates any other remedy already provided to the Buyer in  respect of the same defect under any part of this Clause 12 as such Clause  may be amended, complemented or supplemented by other contractual agreements  or by other Clauses of this Agreement.                                                                                                                                                                                               |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **12.7**   | ** ** | **Negotiated Agreement**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       |       | The Buyer and the Seller agree that this Clause 12  has been the subject of discussion and negotiation and is fully understood by  the parties and that the price of the Aircraft and the other mutual  agreements of the parties set forth in this Agreement were arrived at in  consideration of, inter alia, the provisions of this Clause 12,  specifically including the Exclusivity of Warranties and General Limitations  of Liability provisions and the Duplicate Remedies provisions set forth in  Clause 12.6. |

 

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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, without limitation legal costs and any costs incurred by  the Buyer in obtaining the release of any Aircraft pursuant to clause  13.2.1(iii) (but excluding damages, costs, expenses, loss of profits and  other liabilities in respect of or resulting from loss of use of the  Aircraft) resulting from any infringement or claim of infringement by any  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 relevant Aircraft,  provided that: |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | (1) | at the time of such infringement or claim, such  country and the flag country of the relevant 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) | at the time of such infringement or claim, such  country and the flag country of the relevant 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  relevant 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. |
|        |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |  |  |  |

 

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| 13.1.3 |       | In the event that the Buyer is prevented from using  the Aircraft (or any of them) (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 relevant Aircraft  as soon as possible with a non-infringing substitute complying in all other  respects with the requirements of this 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)                                                                                                                                                                                                                                                                                                                                           | in so far as permitted by law and the regulatory  authorities having jurisdiction over the Buyer, 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 relevant 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)                                                                                                                                                                                                                                                                                                                                            | [***] 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 hereunder shall be  conditional upon the strict and timely compliance by the Buyer with the terms  of this Clause and is in lieu of any other liability to the Buyer express or  implied which the Seller might incur at law as a result of any infringement  or claim of infringement of any patent or copyright. |

 

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| **14**         | ** ** | **TECHNICAL DATA AND SOFTWARE SERVICES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|----------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **     |       | This Clause covers the terms and conditions for the  supply of technical data and software services (hereinafter “**Technical Data** “) to support the Aircraft operation.                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **     |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** 14.1** | ** ** | **Scope**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|           |       | The Technical Data shall be supplied in the English  language using the aeronautical terminology in common use.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **     |       | Range, form, type, format, Air Transport Association  (“**ATA**”) / Non ATA compliance, quantity  and delivery schedule of the Technical Data to be provided under this  Agreement are covered in Exhibit G.                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **     |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|           |       | Not used or only partially used Technical Data  provided pursuant to this Clause shall not be compensated or credited to the  Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **14.2**       | ** ** | **Aircraft Identification for Technical Data**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 14.2.1         |       | For the customized Technical Data 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 except if 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 Aircraft rank  in the Delivery schedule set forth in Clause 9.1.1 hereof within [***] days  or as soon as is reasonably practicable after execution of this Agreement.  The subsequent allocation of such Fleet Serial Numbers to Manufacturer’s  Serial Numbers for the purpose of producing customized Technical Data shall  not constitute any property, insurable or other interest of the Buyer  whatsoever in any Aircraft prior to the Delivery of such Aircraft as provided  for in this Agreement. |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|           |       | The affected customized Technical Data are:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|           |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|           |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 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 relating to Supplier equipment which is  installed on the Aircraft by the Seller shall be introduced into the  customized Technical Data to the extent necessary for the comprehension of  the systems concerned, at no additional charge to the Buyer for the Technical  Data basic issue.                                                                                                                                                                                                                                                                                                                          |

 

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| 14.3.2     | ** ** | **Buyer Furnished Equipment**                                                                                                                                                                                                                                                                                                                                                                                         |
|------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                            |
| 14.3.2.1   |       | The Seller shall introduce Buyer Furnished Equipment  data, for equipment which is installed on the Aircraft by the Seller, into  the customized Technical Data at no additional charge to the Buyer for the  Technical Data basic issue, provided such data is provided in accordance with  the conditions set forth in Clauses 14.3.2.2 through 14.3.2.5 hereunder.                                                 |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.3.2.2   |       | The Buyer shall supply the data related to Buyer  Furnished Equipment to the Seller at least six (6) months before the  scheduled delivery of the customized Technical Data. The Buyer Furnished  Equipment data supplied to the Buyer by the Seller shall be in English  Language.                                                                                                                                   |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.3.2.3   |       | The supplied Buyer Furnished Equipment data shall be  established in compliance with ATA 2200 standard Specification, in the  Revision applicable to the corresponding Aircraft type.                                                                                                                                                                                                                                 |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |       | Subsequent revisions of the ATA Specification shall  be considered as applicable.                                                                                                                                                                                                                                                                                                                                     |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.3.2.4   |       | The Buyer and the Seller shall agree on the  requirements for the provision to the Seller of BFE data for “on-aircraft  maintenance”, such as but not limited to timeframe, media and format, for  integration of such data into Technical Data, with the aim of managing the  BFE data integration process in an efficient, expedite and economic manner.                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.3.2.5   |       | The Buyer Furnished Equipment data shall be  delivered in digital format (SGML) and/or in Portable Document Format (PDF),  as shall have been agreed between the Buyer and the Seller.                                                                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.3.2.6   |       | All costs related to the delivery to the Seller of  the applicable Buyer Furnished Equipment data shall be borne by the Buyer.                                                                                                                                                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.3.2.7   |       | In the event of the Seller providing directly  certain items, which are considered as Buyer Furnished Equipment according to  the Specification pursuant to and in accordance with Clause 18.1.4, this  Clause 14.3.2 shall remain fully applicable to the data related to such Buyer  Furnished Equipment.                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **14.4**   | ** ** | **Delivery**                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                            |
| 14.4.1     |       | The Technical Data are delivered on-line and/or  off-line, as set forth in Exhibit G hereto.                                                                                                                                                                                                                                                                                                                          |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.4.2     |       | For Technical Data not delivered on-line, the  Technical Data and corresponding revisions to be supplied by the Seller shall  be sent to one address only as advised by the Buyer.                                                                                                                                                                                                                                    |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.4.3     |       | Packing and shipment of the Technical Data and their  revisions shall be carried out in consideration of the quickest  transportation methods. The shipment shall be Free Carrier (FCA) TOULOUSE,  FRANCE and/or Free Carrier (FCA) HAMBURG, FEDERAL REPUBLIC OF GERMANY, as the  term Free Carrier (FCA) is defined by publication n°  560 of the International Chamber of Commerce, published in January 2000. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 14.4.4     |       | The delivery schedule of the Technical Data shall be  phased as mutually agreed to correspond with each of the Aircraft Deliveries.  The Buyer agrees to provide forty (40) days notice when requesting a change  to the delivery schedule.                                                                                                                                                                           |

 

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| 14.4.5     |       | It shall be the responsibility of the Buyer, in  conjunction with any Operator to coordinate and satisfy local Aviation  Authorities’ needs for Technical Data. Reasonable quantities of such  Technical Data shall be supplied by the Seller at no charge to the Duty  Unpaid (DDU) TOULOUSE, FRANCE and/or Duty Unpaid (DDU) HAMBURG, FEDERAL  REPUBLIC OF GERMANY.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **14.5**   | ** ** | **Revision Service**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | Unless otherwise specifically stated, revision  service shall be provided on a free of charge basis for a period of [***]  years per firmly ordered Aircraft covered under this Agreement, as such  Delivery is scheduled under Clause 9 of the Agreement (and as such schedule  may be subsequently amended).Thereafter revision service shall be provided at  the standard conditions set forth in the then current Seller’s Customer  Services Catalog.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       |       | [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       |       | Mandatory changes shall be incorporated into the  Technical Data [***].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **14.6**   | ** ** | **Service Bulletins (SB) Incorporation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | Upon the Buyer’s request for incorporation, which  shall be made within [***] after issuance of a Service Bulletin or if later,  within [***] from Delivery of the last firmly ordered aircraft covered under  this Agreement, Seller’s Service Bulletin information shall be incorporated  into the Technical Data for the Buyer’s Aircraft after formal notification by  the Buyer of its intention to accomplish a Service Bulletin. The split  effectivity for the corresponding Service Bulletin shall remain in the  Technical Data until notification from the Buyer that embodiment has been  completed on all the Buyer’s Aircraft. The above is applicable for Technical  Data relating to maintenance. For the operational Data only the pre or post  Service Bulletin status shall be shown.                                                                                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **14.7**   | ** ** | **Future Developments**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | The Seller shall continuously monitor technological  developments and apply them to data and document production and methods of  transmission where beneficial and economical. The Buyer accepts to consider  any new development proposed by the Seller for possible implementation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **14.8**   | ** ** | **Technical Data Familiarization**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | Upon request by the Buyer, the Seller is ready to  provide per Operator a one (1) week Technical Data familiarization training  at the Seller’s or at the Buyer’s or its designated Operator’s facilities. If  such familiarization is conducted at the Buyer’s or such Operators  facilities, the Buyer or the relevant Operator (as applicable) shall  reimburse the Seller for all air travel (business class) and reasonable  expenses (including but not limited to lodging, food and local transportation  to and from the place of lodging and the training course location) of the  representatives of the Seller conducting such familiarization. For the  purposes of this Clause 14.8 in the event that such training is conducted at the  Operator’s facilities or for the benefit of any Operator the Seller’s  representatives conducting such training shall fly business class with the  relevant Operator subject to this being feasible and practical. |

 

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| **14.9**   | ** ** | **Customer Originated Changes (COC)**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 14.9.1     |       | Buyer (or its Operator if approved in writing by the  Buyer) originated data may be introduced as COC into the following customized  Technical Data:                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Aircraft Maintenance Manual, |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|       |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Illustrated Parts Catalog, |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|       |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Trouble Shooting Manual, |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|       |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Aircraft Wiring Manual, |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|       |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Aircraft Schematics Manual, |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|       |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Aircraft Wiring Lists, |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|       |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Flight Crew Operating Manual, |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|       |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Quick Reference Handbook. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| 14.9.2     |       | COC data shall be established by the Buyer (or its  Operator, if approved in writing by the Buyer) according to the Customer  Guide for Customer Originated Changes, as issued by the Seller. The Buyer or  its Operator (as applicable) shall ensure that any such data is in compliance  with the requirements of its local Aviation Authorities.                                                                                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | COC data shall be incorporated within two (2)  revisions by the Seller into all affected customized Technical Data unless  the Buyer specifies in writing the documents of its choice into which the COC  data shall be incorporated. The customized Technical Data into which the COC  data are incorporated shall only show the Aircraft configuration reflecting  the COC data and not the configuration before such COC data’s incorporation.                                                                                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 14.9.3.1   |       | The Buyer hereby acknowledges and accepts that the  incorporation of any COC into the Technical Data issued by the Seller shall  be entirely at the Buyer’s risk and that the Seller shall not be required to  check any COC data submitted for incorporation save that the Seller shall  incorporate accurately the COC as legibly supplied, within two (2) revisions.                                                                                                                                                                                                                                                     |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | Further, the Buyer acknowledges full liability for  the effects, including all related costs, which any COC may have on any  subsequent Service Bulletins and/or modifications.                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 14.9.3.2   |       | THE SELLER HEREBY EXPRESSLY DISCLAIMS ANY AND ALL  WARRANTIES OR LIABILITIES, EXPRESSED OR IMPLIED, ORAL OR WRITTEN, ARISING BY  LAW, COURSE OF DEALING OR OTHERWISE, AND WITHOUT LIMITATION ALL WARRANTIES AS  TO QUALITY, OPERATION, MERCHANTABILITY, FITNESS FOR ANY INTENDED PURPOSE, AND  ALL OTHER CHARACTERISTICS WHATSOEVER, INCLUDING ANY OMISSIONS OR INACCURACIES  THEREIN, IN RESPECT OF ANY CUSTOMER ORIGINATED CHANGES INCORPORATED INTO THE  TECHNICAL DATA ISSUED BY THE SELLER SAVE THAT THIS CLAUSE 14.9.3.2 SHALL BE  WITHOUT PREJUDICE TO ANY EXPRESS OBLIGATION ASSUMED BY THE SELLER IN THIS  CLAUSE 14.9. |

 

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|            |       | THE FOREGOING DISCLAIMER SHALL ALSO APPLY TO ANY  OTHER PORTION OF THE SELLER’S TECHNICAL DATA TO THE EXTENT (BUT ONLY TO THE  EXTENT) THAT SUCH SELLER’S TECHNICAL DATA IS ADVERSELY AFFECTED BY ANY SUCH  CUSTOMER ORIGINATED CHANGES.                                                                                                                                                                                                                |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 14.9.3.3   |       | In the event of the Seller being required under any  court order or settlement to indemnify any third party for injury, loss or  damage incurred directly or indirectly as a result of incorporation of any  COC into the Technical Data issued by the Seller, the Buyer agrees to  reimburse the Seller for all payments or settlements made in respect of such  injury, loss or damage including any expenses incurred by the Seller in  defending such claims. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 14.9.3.4   |       | In the event of the Buyer selling, leasing or  otherwise transferring any Aircraft to which the COC data applies, the Buyer  hereby agrees that, unless the COC data is removed from the Technical Data at  the Buyer’s request and expense prior to such transfer:                                                                                                                                                                                          |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                               | the Buyer shall remain fully liable for the COC data  and any and all effects of its incorporation, as set forth in this Clause  14.9; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the Seller may disclose the COC data to the  subsequent owner(s) or Operator(s) of the transferred Aircraft; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       |       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                             | it shall be the sole responsibility of the Buyer to  notify, or cause to be notified, the subsequent owner(s) or Operator(s) of  the existence of the such COC data in the Technical Data applicable to the  corresponding Aircraft. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       |       | The Seller hereby disclaims any and all liabilities  whatsoever for the COC data in the event of transfer, sale or lease as set  forth in clause 14.9.3.2.                                                                                                                                                                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 14.9.4     |       | The incorporation of any COC as aforesaid shall be  performed under the conditions specified in the Seller’s then current  Customer Services Catalog.                                                                                                                                                                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **14.10**  | ** ** | **Software Services**                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 14.10.1    |       | Performance Engineer’s Programs                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** ** |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 14.10.1.1  |       | In addition to the standard operational manuals, the  Seller shall provide to the Buyer software components and databases composing  the Performance Engineer’s Programs (PEP) for the Aircraft type covered under  this Agreement under licence conditions as defined in Appendix A to this  Clause.                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 14.10.1.2  |       | Use of the PEP shall be limited to one (1) copy to  be used on one (1) computer. The PEP is intended for use on ground only and  shall not be embarked on board of the Aircraft.                                                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 14.10.1.3  |       | The licence to use the PEP shall be granted free of  charge for as long as the revisions of the PEP are free of charge in  accordance with Clause 14.5. At the end of such period, the yearly revision  service for the PEP shall be provided to the Buyer at the standard commercial  conditions set forth in the then current Seller’s Customer Services Catalog.                                                                                          |

 

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| **14.10.2** | ** ** | **AirN@v and/or ADOC N@vigator Based Consultation**                                                                                                                                                                                                                                                                                                                                                                                                                              |
|-------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|        |       | Certain Technical Data are provided on DVD and/or on  line under licence conditions as defined in Appendix A to this Clause.                                                                                                                                                                                                                                                                                                                                                     |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|        |       | The affected Technical Data under AirN@v are the  following:                                                                                                                                                                                                                                                                                                                                                                                                                     |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Trouble Shooting Manual, |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Aircraft Maintenance Manual, |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Illustrated Parts Catalog (Airframe), |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Aircraft Schematics Manual, |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Aircraft Wiring Lists, |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Aircraft Wiring Manual, |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Electrical Standard Practices Manual, |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Consumable Material List, |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Standards Manual. |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|        |       | The affected Technical Data covered under an  Advanced Consultation Tool based on ADOC N@vigator browser are:                                                                                                                                                                                                                                                                                                                                                                    |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Engineering Documentation Combined Index |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Engineering Drawings Parts Usage |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|        |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Engineering Drawings Parts List |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|        |       | The licence to use AirN@v and/or ADOC N@vigator  based products shall be granted free of charge for each Aircraft for as long  as the revisions of such Technical Data are free of charge in accordance with  Clause 14.5. At the end of such period, the yearly revision service for  AirN@v and/or ADOC N@vigator based products shall be provided to the Buyer at  the standard commercial conditions set forth in the then current Seller’s  Customer Services Catalog. |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **14.10.3** | ** ** | **Airbus|World Customer Portal**                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** **  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 14.10.3.1   |       | The Buyer (and its Operators) shall be entitled to  obtain access to a wide range of information and services, including  Technical Data, available in the secure zone of Airbus’ Customer Portal  Airbus|World **(“Airbus|World”).**                                                                                                                                                                                                                             |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **  |       | Access to the secure zone of Airbus|World, which is  reserved to Airbus owners and operators (the “**Secure Zone**”), shall be subject to the prior signature by  the Buyer or its Operators (as applicable) of the “General Terms and  Conditions of Access to and Use of Airbus Secure Area of Customer Portal”  (hereinafter the “**GTC**.”).                                                                                                   |
| ** **  |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|        |       | A description of the Basic Services, which are  available to the Buyer and its Operators in the Secure Zone and are provided  to the Buyer and its Operators free of charge after signature of the GTC with  respect to each Aircraft, for as long as the Buyer owns or such Operator operates  the relevant Aircraft, is set forth in Appendix B to this Clause 14.                                                                                                             |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **  |       | Furthermore, although part of the data available on  Airbus|World is neither sensitive nor confidential and is also available to  the general internet public in the public zone of the portal (the “**Public Zone**”), it is however recommended  that for simplicity of access the Buyer find this information in the Secure  Zone.                                                                                                                                  |

 

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| 14.10.3.2   |       | On-Line Technical Data                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|-------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 14.10.3.2.1 |       | The Technical Data defined in Exhibit “G” as being  provided on-line shall be made available to the Buyer and its Operators  through the Secure Zone.                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |       | Such provision shall be at no cost as long as  revision service for such Technical Data is free of charge in accordance with  Clause 14.5                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 14.10.3.2.2 |       | The list of the Technical Data available 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.                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 14.10.3.3   |       | Access to the Secure Zone shall be granted free of  charge for a maximum of [***] of the Buyer’s or its Operators users per  Operator (including one Buyer Administrator) (or more as the Buyer and the  Seller may agree, at the Buyer’s request) for the Technical Data related to  the Aircraft                                                                                                                                                                                                                                                                                       |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 14.10.3.4   |       | For the sake of clarification, it is hereby  specified that Technical Data accessed through the Secure Zone - which access  shall be covered by terms and conditions set forth in the GTC — shall remain  subject to the conditions of this Clause 14.                                                                                                                                                                                                                                                                                                                                        |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |       | In addition, should the Secure Zone provide access  to Technical Data in software format, the use of such software shall be  further subject to the conditions of Appendix A hereto.                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **14.11**   | ** ** | **Warranties**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** **  | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 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, at its option, correct or replace such  Technical Data. Notwithstanding the above, no warranties of any kind are  given for the Customer Originated Changes, as set forth in Clause 14.9.                                                                                 |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 14.11.2     |       | THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE  SELLER AND/OR ITS SUPPLIERS 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/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER  AGAINST THE SELLER AND/OR ITS SUPPLIERS, EXPRESS OR IMPLIED, ARISING BY LAW  OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY TECHNICAL  DATA DELIVERED UNDER THIS 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 OF TRADE; |
|        |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|        |       | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY,  WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE SELLER’S  AND/OR ITS SUPPLIERS’ NEGLIGENCE, ACTUAL OR IMPUTED; AND |

 

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|            |       | (E)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY  FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART  THEREOF OR ANY TECHNICAL DATA DELIVERED HEREUNDER. |
|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                               |
|       |       | THE SELLER AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION  OR LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR  ANY OTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY  NON-CONFORMITY OR DEFECT IN ANY TECHNICAL DATA DELIVERED UNDER THIS  AGREEMENT.                                                                                                                                                                                                 |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | FOR THE PURPOSES OF THIS CLAUSE 14.11.2, “THE  SELLER” SHALL INCLUDE THE SELLER AND ITS AFFILIATES. NOTHING IN THIS CLAUSE  14.11 SHALL CONSTITUTE A WAIVER, RELEASE OR RENUNCIATION BY THE BUYER OR ANY  AFFILIATE OF THE BUYER OF ANY EXPRESS OBLIGATIONS OR LIABILITIES OWED BY ANY  SUPPLIER OR ANY AFFILIATE OF THE SELLER TO THE BUYER OR ANY OF ITS AFFILIATES  PURSUANT TO ANY AGREEMENT BETWEEN SUCH SUPPLIER OR ANY AFFILIATE OF THE  SELLER AND THE BUYER OR ITS AFFILIATE. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | THE PROVISIONS OF THIS CLAUSE 14.11 SHALL BE WITHOUT  PREJUDICE TO THE PROVISIONS OF CLAUSES 12.5 AND 14.9 OF THIS AGREEMENT,  CLAUSES 5.4 AND 6.9.6 OF EXHIBIT H TO THIS AGREEMENT, CLAUSE 11 OF ANY  SOFTWARE LICENCE AND CLAUSE 8.2 OF ANY CBT LICENCE AND THE OBLIGATIONS OF THE  SELLER EXPRESSLY PRESERVED THEREUNDER;                                                                                                                                                                     |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **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.                                                                                                                                                                                                                                                                                                          |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | 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 Agreement provide 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**  | ** ** | **Confidentiality**                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 14.13.1    |       | The Technical Data and their content are designated  as confidential. All such Technical Data are supplied 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 otherwise pursuant to any government or legal  requirement imposed upon the Buyer.                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 14.13.2    |       | In the case of the Seller having authorized the disclosure  to third parties either under this Agreement, or by an express prior written  authorization, the Buyer shall undertake that such third party agrees to be  bound by the same conditions and restrictions as the Buyer with respect to  the disclosed Technical Data.                                                                                                                                                                 |

 

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## APPENDIX A TO CLAUSE 14

## LICENCE FOR USE

## OF

# SOFTWARE

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#  

## LICENCE FORUSE OF SOFTWARE

| **1.**     | ** ** | **Definitions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |       | For the purposes of this licence the following  definitions shall apply:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** ** |       | **“Agreement”**means the aircraft  purchase agreement dated December __, 2006 and entered in between the  Licensor as Seller and the Licensee as Buyer with respect to up to twenty  (20) Airbus A330-200 aircraft including all exhibits, appendices and letter  agreements attached thereto and as the same may be modified in writing by the  parties thereto from time to time.                                                                                                                                                                                                                                                                   |
| ** ** |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** |       | **“Licensor”**means the Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** ** |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** |       | **“Licensee”**means the Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** |       | **“Software”**means the set of  programs, configurations, processes, rules and, if applicable, documentation  related to the operation of the data processing**.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** |       | **“Freeware”**means the Software  furnished free of charge to the Licensee.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** ** |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** |       | **“Composite**Work” means the  work composed of various elements, such as database, software or data, and  which necessitates the use of the Software                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** |       | **“User Guide”**means the  documentation, which may be in electronic format, designed to assist the  Licensee to use the Software, Freeware or Composite Work, as applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** ** |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |       | Capitalized terms used herein and not otherwise  defined in this Software Licence shall have the meaning assigned thereto in  this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **2.**     | ** ** | **Grant**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |       | The Licensor grants the Licensee the right to use  the Software under the conditions set forth below (“the Software Licence”).  The Software Licence shall also apply to any Freeware and/or Composite Work  delivered by the Licensor.                                                                                                                                                                                                                                                                                                                                                                                                               |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **3.**     | ** ** | **Personal Licence**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |       | The sole right granted to the Licensee under this  Software Licence is the right to use the Software. The Software Licence is  personal to the Licensee, for its own internal use, and subject to Clause  15.1, is non-transferable and non-exclusive.                                                                                                                                                                                                                                                                                                                                                                                                          |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **4.**     | ** ** | **Copies**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |       | Use of the Software is limited to the number of  copies delivered by the Licensor to the Licensee and to the medium on which  the Software is delivered. No reproduction shall be made without the written  consent of the Licensor. It is however agreed that the Licensee is authorized  to copy the Software for back-up and archiving purposes. Any copy authorized  by the Licensor to be made by the Licensee shall be performed under the sole  responsibility of the Licensee. The Licensee agrees to reproduce the  copyright and other notices as they appear on or within the original media on  any copies that the Licensee makes of the Software. |

 

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**5.      Term**

Subject to the Licensee having complied with the terms of this SoftwareLicence, the rights under the Software Licence shall be granted by the Licensorto the Licensee from the date of first delivery of the Software to the Licenseefor so long as the Licensee owns or leases the Aircraft (or any of them).

The Licensee may terminate the Software Licence by notifying in writingto the Licensor its desire to terminate the Software Licence. Such notificationshall be received by the Licensor not later than November 30th of the currentyear.

For clarification purposes, it is hereby expressly stated that theSoftware may be offered for a limited period. In the event that the Licensorshould offer a replacement product, the conditions for using such product shallbe  based on the general conditionsagreed herein but shall be subject to a separate agreement.

**6.      Conditionsof Use**

Under the present Software Licence, the Licensee shall:

do its utmost to maintain the Software and the relating documentationin good working condition, in order to ensure the correct operation thereof;

use the Software in accordance with such documentation and the UserGuide, and ensure that the staff using the Software has received theappropriate training;

use the Software exclusively in the technical environment defined inthe applicable User Guide, except as otherwise agreed in writing between theparties (subject to said agreement, decompilation may be exceptionally agreedto by the Licensor in order for the Licensee to obtain the necessary informationto enable the Software to function in another technical environment);

use the Software for its own internal needs and on its network only,when technically possible, and exclusively on the machine referenced and thesite declared;

not alter, reverse engineer, modify or adapt the Software, norintegrate all or part of the Software in any manner whatsoever into anothersoftware product;

when the source code is provided to the Licensee, the Licensee shallhave the right to study and test the Software, under conditions to be expresslyspecified by the Licensor, but in no event shall the Licensee have the right tocorrect, modify or translate the Software;

nor correct the Software, except that such correction right mayexceptionally be granted to the Licensee by the Licensor in writing

not translate, disassemble or decompile the Software, nor create asoftware product derived from the Software;

not attempt to or authorize a third party to discover or re-write theSoftware source codes in any manner whatsoever;

not delete any identification or declaration relative to theintellectual property rights, trademarks or any other information related toownership or intellectual property rights provided in the Software by theLicensor;

not pledge, sell, distribute, grant, sub-licence (without the priorwritten consent of the Licensor), lease, lend, whether on a free-of-chargebasis or against payment, or permit  

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access on a time-sharing basis or any other utilization of theSoftware, whether in whole or in part, for the benefit of a third party;

other than pursuant to an assignment or transfer of this SoftwareLicence to which the Licensor has given its express consent, not permit anythird party to use the Software in any manner, including but not limited to,any outsourcing, loan, commercialization of the Software or commercializationby merging the Software into another software or adapting the Software, withoutprior written consent from the Licensor.

The Licensor shall be entitled, subject to providing reasonable priorwritten notice thereof to the Licensee, and subject to such inspections notdisturbing the Licensee’s work or operations to come and verify in the Licensee’sfacilities whether the conditions specified in the present Software Licence arerespected. This shall not however engage the responsibility of the Licensor inany way whatsoever.

**7.   Training**

In addition to the User Guide provided with the Software, training andother assistance shall be provided upon the Licensee’s request on anon-chargeable basis.

**8.   ProprietaryRights**

The Software is proprietary to the Licensor or the Licensor hasacquired the intellectual property rights necessary to grant this SoftwareLicence. The copyright and all other proprietary rights in the Software are andshall remain the property of the Licensor.

The Licensor reserves the right to modify any Software at its solediscretion without prior notice to the Licensee.

**9.   CopyrightIndemnity**

The Licensor shall defend and indemnify the Licensee against any claimthat the Software infringes the intellectual property rights of any thirdparty, provided that the Licensee:

·     Immediately notifies the Licensor of anysuch claim;

·     Makes no decision or settlement of anyclaim without the prior written consent of the Licensor;

·     Allows the Licensor to have sole controlover all negotiations for its settlement;

·     Gives the Licensor all reasonableassistance in connection therewith.

Should the Licensee be prevented from using the Software by anyenforceable court decision, the Licensor shall at its own costs and at itschoice either modify the Software to avoid infringement or obtain for theLicensee the right to use the Software.

**10. Confidentiality**

The Software and its contents are designated as confidential. TheLicensee undertakes not to disclose the Software or parts thereof to any thirdparty without the prior written consent of the Licensor. In so far as it isnecessary to disclose aspects of the Software to the employees, such disclosureis permitted solely for the purpose for which the Software is supplied and onlyto those employees who need to know the same.

The obligations of the Licensee to maintain confidentiality shallsurvive the termination of the Software Licence grant for a period of five (5)years.

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**11.    Warranty**

The Licensor warrants that the Software is prepared in accordance withthe state of art at the date of its conception and shall perform substantiallyin accordance with its functional and technical specification at the time ofdelivery. Should the Software be found to contain any non-conformity or defect,the Licensee shall notify the Licensor promptly thereof and the sole andexclusive liability of the Licensor under this Software Licence shall be tocorrect the same.

THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LICENSOR AND/OR ITSSUPPLIERS AND REMEDIES OF THE LICENSEE ARE EXCLUSIVE AND IN SUBSTITUTION FOR,AND THE LICENSEE HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES,OBLIGATIONS AND LIABILITIES OF THE LICENSOR AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMSAND REMEDIES OF THE LICENSEE AGAINST THE LICENSOR, AND/OR ITS SUPPLIERS,EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANYNON-CONFORMITY OR DEFECT IN ANY SOFTWARE DELIVERED UNDER THIS SOFTWARE LICENCEINCLUDING BUT NOT LIMITED TO:

(A)       ANYWARRANTY AGAINST HIDDEN DEFECTS;

(B)         ANYIMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

(C)        ANY IMPLIED WARRANTYARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

(D)        ANYOBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER CONTRACTUAL OR DELICTUALAND WHETHER OR NOT ARISING FROM THE LICENSOR’S AND/OR ITS SUPPLIERS’ NEGLIGENCE, ACTUAL OR IMPUTED; AND

(E)          ANYOBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANYAIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF OR ANY SOFTWAREDELIVERED HEREUNDER.

THE LICENSOR AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION ORLIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANYOTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANYNON-CONFORMITY OR DEFECT IN ANY SOFTWARE DELIVERED UNDER THIS SOFTWARE LICENCE.

FOR THE PURPOSES OF THIS CLAUSE 11, “THE LICENSOR” SHALL INCLUDE THELICENSOR AND ITS AFFILIATES. .

NOTHING IN THIS CLAUSE 11 SHALL CONSTITUTE A WAIVER, RELEASE OR RENUNCIATIONBY THE LICENSEE OR ANY AFFILIATE OF THE LICENSEE OF ANY EXPRESS OBLIGATIONS ORLIABILITIES OWED BY ANY SUPPLIER OR ANY AFFILIATE OF THE LICENSOR TO THELICENSEE OR ANY AFFILIATE OF THE LICENSEE PURSUANT TO ANY AGREEMENT BETWEENSUCH LICENSEE OR ITS AFFILIATE AND SUCH SUPPLIER OR ANY AFFILIATE OF THELICENSOR.

THE PROVISIONS OF THIS CLAUSE 11 SHALL BE WITHOUT PREJUDICE TO THEPROVISIONS OF CLAUSES 12.5, 14.9, AND 14.11 OF THE AGREEMENT, CLAUSES 5.4 AND 6.9.6 OF EXHIBIT H TO THEAGREEMENT AND CLAUSE 8.2 OF ANY CBT LICENCE AND THE OBLIGATIONS OF THELICENSOR  EXPRESSLY PRESERVED THEREUNDER;

The Licensor shall have no liability for data that is entered into theSoftware by the Licensee 

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and/or used for computationpurposes.

**12.    Liability and Indemnity**

The Software is suppliedunder the express condition that save as provided in this Software Licence, theLicensor shall have no liability in contract or in tort arising from or inconnection with the use or possession by the Licensee of the Software and thatthe Licensee shall indemnify and hold the Licensor harmless from and againstany liabilities and claims resulting from such use or possession save to theextent (but only to the extent) that such claim or liability does not relate to(i) an intellectual proprty infringement claim contemplated by Clause 9 nor(ii) any failure by the Licensor to comply with its obligations under Clause 11or any other provision of this Software Licence.

**13.    Excusable Delays**

**13.1****             **The Licensor shall notbe responsible nor be deemed to be in default on account of delays in deliveryor otherwise in the performance of this Software Licence or any part thereofdue to causes reasonably beyond Licensor’s or its subcontractors’ control andnot occasioned by the fault or negligence of the Licensor or its subcontractorsincluding but not limited to: natural disasters, fires, floods, explosions orearthquakes, epidemics or quarantine restrictions, serious accidents, total orconstructive total loss, any act of the government of the country of theLicensee or the governments of the countries of Licensor or its subcontractors,war, insurrections or riots, failure of transportation, communications orservices, strikes or labor troubles causing cessation, slow down orinterruption of services, inability after due and timely diligence to procurematerials, accessories, equipment or parts, failure of a subcontractor orvendor to furnish materials, accessories, equipment or parts due to causesreasonably beyond such subcontractor’s or vendor’s control or failure of theLicensee to comply with its obligations arising out of the present SoftwareLicence. The Licensor shall use all reasonable endeavours to minimize suchdelays.

**13.2****             **TheLicensor shall, as soon as practicable after becoming aware of any delayfalling within the provisions of this Clause, notify the Licensee of such delayand of the probable extent thereof and shall, subject to the conditions ashereinafter provided and as soon as practicable after the removal of the causeor causes for delay, resume performance under the Software Licence.

**13.3****             **Should an eventof force majeure last for a period extending beyond three (3) months, theSoftware Licence shall be automatically terminated, as a matter of right,unless otherwise agreed in writing, without compensation for either theLicensor or the Licensee.

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| **14.**    |   | **Termination**                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** |   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |   | In the event of breach of an obligation set forth in  this Software Licence by either the Licensor or the Licensee, which is not  cured within 30 days from the date of receipt of a written notice notifying  the breach, the non-breaching party shall be entitled to terminate this  Software Licence.                                                                                                                                                                                  |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |   | In the event of termination for any cause, the  Licensee shall no longer have any right to use the Software and shall return  to the Licensor all copies of the Software and any relating documentation  together with an affidavit to that effect. In case of breach by the Licensee,  the Licensor shall be entitled to retain any amount paid for the ongoing year.                                                                                                                     |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **15.**    |   | **General Provisions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| ** ** |   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **15.1**   |   | This Software Licence or part thereof shall not be  assigned to a third party without the prior written consent of the other  party except that the Licensor may assign this Licence to any of the  Licensor’s Affiliates .                                                                                                                                                                                                                                                           |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **15.2**   |   | This Software Licence shall be governed by the laws  of England. All disputes arising in connection with this Software Licence  shall be submitted to the competent courts of England and the provisions of  clause 22.4 of the Agreement shall be incorporated herein (with all necessary  changes).                                                                                                                                                                                      |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **15.3**   |   | In the event that any provision of this Software  Licence should for any reason be held ineffective, the remainder of this  Software Licence shall remain in full force and effect.                                                                                                                                                                                                                                                                                                        |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |   | The invalid provision shall be replaced by such  valid one as the parties would have chosen had they been aware of such  invalidity.                                                                                                                                                                                                                                                                                                                                                       |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **15.4**   |   | All notices and requests required or authorized  hereunder shall be given in writing either by registered mail (return receipt  requested) or by telefax. In the case of any such notice or request being  given by registered mail, the date upon which the answerback is recorded by  the addressee or, in case of a telefax, the date upon which the answerback is  recorded by the sender’s telefax machine, shall be deemed to be the effective  date of such notice or request. |

** **

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# APPENDIX B TO CLAUSE 14

AIRBUSWORLDCUSTOMER PORTAL

SECUREZONE

BASICSERVICES

 

 

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| **1.**     | ** ** | **General services**                                                                                                                                                                                                                                       |
|------------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                 |
| **1.1**    | ** ** | **GCS General Information**                                                                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                       |
|       |       | Providing general information such as:                                                                                                                                                                                                                     |
|       |       |                                                                                                                                                                                                                                                       |
|       |       | ·                                                                                                                                                                                                                                                     | Airbus Abbreviations Dictionary (AAD) |
|       |       |                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                     | Airbus Monitored Retrofit Campaign |
|       |       |                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                     | Engineering and Technical Services (Contact List) |
|       |       |                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                     | Events & Symposium |
|       |       |                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                     | On-line Services General Information |
|       |       |                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                     | Training Catalogues |
|       |       |                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                     | Monthly Service Report |
|       |       |                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                     | Tutorials |
|       |       |                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                     | Spares Information |
|       |       |                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                     | Fast Magazine |
|       |       |                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                     | Upgrade Services |
|       |       |                                                                                                                                                                                                                                                       |   |
| **1.2**    | ** ** | **FTP Site**                                                                                                                                                                                                                                               |
|       |       |                                                                                                                                                                                                                                                       |
|       |       | This service provides access on an ad-hoc basis to  specific documents or data that first need to be downloaded onto the user’s  local workstation for display and use, after prior arrangement with the  corresponding Airbus technical counterpart. |
|       |       |                                                                                                                                                                                                                                                       |
| **1.3**    | ** ** | **“What is New” facility and E-mail notification**                                                                                                                                                                                               |
|       |       |                                                                                                                                                                                                                                                       |
|       |       | The “What is New function” allows a user to be  informed of new information put On-Line within a specific date range (default  value is between user’s last login and “now”).                                                     |
|       |       |                                                                                                                                                                                                                                                       |
|       |       |                                                                                                                                                                                                                                                       | This facility is applicable to following services: |
|       |       |                                                                                                                                                                                                                                                       |
|       |       |                                                                                                                                                                                                                                                       | · | AIDA (Drawings) |
|       |       |                                                                                                                                                                                                                                                       |   |   |
|       |       |                                                                                                                                                                                                                                                       | · | AOG RG |
|       |       |                                                                                                                                                                                                                                                       |   |   |
|       |       |                                                                                                                                                                                                                                                       | · | CAWA |
|       |       |                                                                                                                                                                                                                                                       |   |   |
|       |       |                                                                                                                                                                                                                                                       | · | ETDS |
|       |       |                                                                                                                                                                                                                                                       |   |   |
|       |       |                                                                                                                                                                                                                                                       | · | General Information |
|       |       |                                                                                                                                                                                                                                                       |   |   |
|       |       |                                                                                                                                                                                                                                                       | · | SPSA |
|       |       |                                                                                                                                                                                                                                                       |   |   |
|       |       |                                                                                                                                                                                                                                                       | · | TPPO |
|       |       |                                                                                                                                                                                                                                                       |   |   |
|       |       |                                                                                                                                                                                                                                                       | · | VIM |
|            |            |                                                                                                                                                                                                                                                            |  |  |  |

 

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As a complementary service to the “What is Newfacility”, a subscription to e-mail notification is available for some mainlyused documents.

This function provides information of new dataon-line, with direct access links, via e-mail, according to the user’ssubscription.

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| **2.**     | ** ** | **Technical Data**                                                                                                                                  |
|------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                          |
| **2.1**    | ** ** | **ETDS (Engineering Technical Documentation)  service**                                                                                             |
|       |       |                                                                                                                                                |
|       |       | The service provides access via a document index to  the contents of:                                                                               |
|       |       |                                                                                                                                                |
|       |       | ·                                                                                                                                              | Service Bulletins — all SB in PDF, but SB issued  after July 1997 in PDF and SGML |
|       |       |                                                                                                                                                |   |
|       |       | ·                                                                                                                                              | Technical Follow-Up (TFU) — all |
|       |       |                                                                                                                                                |   |
|       |       | ·                                                                                                                                              | Modification Information Document (MID) — all |
|       |       |                                                                                                                                                |   |
|       |       | ·                                                                                                                                              | All Operators Telex (AOT) — all |
|       |       |                                                                                                                                                |   |
|       |       | ·                                                                                                                                              | Operators Information Telex (OIT) — all |
|       |       |                                                                                                                                                |   |
|       |       | ·                                                                                                                                              | Flight Operations Telex (FOT) — all |
|       |       |                                                                                                                                                |   |
|       |       | ·                                                                                                                                              | Service Information Letter (SIL) — all |
|       |       |                                                                                                                                                |   |
|       |       | ·                                                                                                                                              | Consignes de Navigabilité (CN) — all |
|       |       |                                                                                                                                                |   |
|       |       | ·                                                                                                                                              | Advisory Directives (AD) — all |
|       |       |                                                                                                                                                |   |
|       |       | In addition, links between such documents are  available through the service.                                                                       |
|       |       |                                                                                                                                                |
|       |       | Documents can be printed or downloaded, depending of  their electronic format.                                                                      |
|       |       |                                                                                                                                                |
|       |       | SBs available in SGML format can be downloaded in  SGML.                                                                                            |
|       |       |                                                                                                                                                |
|       |       | Printing will be based on PDF format.                                                                                                               |
|       |       |                                                                                                                                                |
| **2.2**    | ** ** | **STDO (Supplier Technical Manuals) service**                                                                                                       |
|       |       |                                                                                                                                                |
|       |       | The Supplier  Technical Manuals service provides an on-line consultation of Suppliers’  component maintenance manuals (CMMv) available in PDF. |
|       |       |                                                                                                                                                |
|       |       | It allows access to Suppliers’ CMMs that are  effective for the Buyer’s fleet.                                                            |
|       |       |                                                                                                                                                |
|       |       | Through the application interface, users are able  to:                                                                                              |
|       |       |                                                                                                                                                |
|       |       | ·                                                                                                                                              | Search documents by Aircraft type, ATA references,  document type, Supplier code and Part number; |
|       |       |                                                                                                                                                |   |
|       |       | ·                                                                                                                                              | Access, print and download via the PDF reader plug  in (Acrobat Reader) the available release of the Suppliers’ technical  documentation. |

 

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| **3.**     | ** ** | **Spare Parts and Repair**                                                                                     |
|------------|------------|----------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                     |
| **3.1**    | ** ** | **ARG (AOG and Repair Guide) service**                                                                         |
| ** ** |       |                                                                                                           |
|       |       | Access to vendor and repairs stations by P/N.                                                                  |
|       |       |                                                                                                           |
| 3.2.1      |       | ASDS (Airbus Support Data for Supplier) service                                                                |
|       |       |                                                                                                           |
|       |       | This service offers for all Airbus aircraft:                                                                   |
|       |       |                                                                                                           |
|       |       | ·                                                                                                         | Part number information such as price, lead-time,  manufacturer code, |
|       |       |                                                                                                           |   |
|       |       |                                                                                                           | stock status and location |
|       |       |                                                                                                           |   |
|       |       | ·                                                                                                         | Part number interchangeability |
|       |       |                                                                                                           |   |
|       |       | ·                                                                                                         | Single purchase order status |
|       |       |                                                                                                           |   |
|       |       | ·                                                                                                         | Useful information such as contact details, help  function and e-mail |
|       |       |                                                                                                           |   |
|       |       | ·                                                                                                         | Internet parts ordering |
|       |       |                                                                                                           |   |
|       |       | ·                                                                                                         | Information link to selected in-house forwarders |
|       |       |                                                                                                           |   |
|       |       | ·                                                                                                         | Support guide and excess inventory list |
|       |       |                                                                                                           |   |
| **3.3**    | ** ** | **VIM (Vendor Information Manual) service**                                                                    |
|       |       |                                                                                                           |
|       |       | The service offers:                                                                                            |
|       |       |                                                                                                           |
|       |       | ·                                                                                                         | List of Airbus vendors with location, fax, phones,  addresses and contacts |
|       |       |                                                                                                           |   |
|       |       | ·                                                                                                         | List of repairs stations |
|       |       |                                                                                                           |   |
|       |       | ·                                                                                                         | List of equipment manufactured by the vendors |
|       |       |                                                                                                           |   |
| **3.4**    | ** ** | **SPSA (Supplier Product Support Agreements)  service**                                                        |
|       |       |                                                                                                           |
|       |       | Information relative to agreements negotiated between  Airbus and Aircraft Equipment Suppliers.                |
|       |       |                                                                                                           |
|       |       | DMC and MTBUR are available for the main Suppliers                                                             |
|       |       |                                                                                                           |
| **3.5**    | ** ** | **Spares services**                                                                                            |
|       |       |                                                                                                           |
|       |       | This service is already available in an autonomous  mode through the Spares Portal (http://spares.airbus.com). |
|       |       |                                                                                                           |
|       |       | The service offers for all AIRBUS aircraft:                                                                    |
|       |       |                                                                                                           |
|       |       | ·                                                                                                         | Part number information such as price, lead-time,  manufacturer code, |
|       |       |                                                                                                           |   |
|       |       |                                                                                                           | stock status and location |
|       |       |                                                                                                           |   |
|       |       | ·                                                                                                         | Part number interchangeability |
|       |       |                                                                                                           |   |
|       |       | ·                                                                                                         | Single purchase order status |

 

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|            |       | ·                                                                         | Useful information such as contact details, help  function and e-mail    |
|------------|------------|--------------------------------------------------------------------------------|--------------------------------------------------------------------------|
|       |       |                                                                           |                                                                     |
|       |       | ·                                                                         | Internet parts ordering                                                  |
|       |       |                                                                           |                                                                     |
|       |       | ·                                                                         | Information link to selected in-house forwarders                         |
|       |       |                                                                           |                                                                     |
|       |       | ·                                                                         | Support guide and excess inventory list                                  |
|       |       |                                                                           |
| **4.**     | ** ** | **Warranty**                                                                   |
| ** ** | ** ** | ** **                                                                     |
| **4.1**    | ** ** | **CAWA (Contracts and Warranty Administration)  service**                      |
|       |       |                                                                           |
| :          |       | The Warranty Claim Service proposes four main  functions                       |
|       |       |                                                                           |
|       |       | ·                                                                         | Warranty claims booking                                                  |
|       |       |                                                                           |                                                                     |
|       |       | ·                                                                         | Consultation of the warranty claims status                               |
|       |       |                                                                           |                                                                     |
|       |       | ·                                                                         | Consultation of statistics on response time regarding  closed/open files |
|       |       |                                                                           |                                                                     |
|       |       | ·                                                                         | Consultation of warranty guide                                           |
|       |       |                                                                           |
| **5.**     | ** ** | **Customize & Deliver**                                                    |
|       |       |                                                                           |
| **5.1**    | ** ** | **ACCL (A/C Comparison List) service**                                         |
|       |       |                                                                           |
|       |       | Aircraft configuration comparison list, 6 months and  1 month before Delivery. |
|       |       |                                                                           |
| **5.2**    | ** ** | **CDIS (Customization and Delivery Information)  services**                    |
|       |       |                                                                           |
|       |       | The following service provides access to:                                      |
|       |       |                                                                           |
|       |       | ·                                                                         | RFC (Request For Change)                                                 |
|       |       |                                                                           |                                                                     |
|       |       | ·                                                                         | AIR (Aircraft Inspection Report)                                         |
|       |       |                                                                           |                                                                     |
|       |       | ·                                                                         | SCN (Specification change Notices)                                       |
|       |       |                                                                           |                                                                     |
|       |       | ·                                                                         | CCR (Customer Change Register)                                           |
|       |       |                                                                           |                                                                     |
|       |       | ·                                                                         | Concessions                                                              |
|            |            |                                                                                |                                                                          |  |  |

 

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| **15**     | ** ** | **SELLER REPRESENTATIVES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **15.1**   | ** ** | **Customer Support Manager**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |       | The Seller shall assign one (1) customer support  manager based at the Seller’s main office to coordinate customer support  matters between the Seller’s main office and the Buyer following the  signature of this Agreement for as long as [***] Aircraft is operated by an  Operator or is still owned by the Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **15.2**   | ** ** | **Customer Services Representatives**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 15.2.1     |       | The Seller shall provide free of charge the services  of Seller customer services representatives (“**Seller’s  Representatives**”) acting in an advisory capacity in accordance  with the allocation set forth in Appendix A of this Clause 15.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 15.2.2     |       | The Seller has set up a global technical services  network available for the non-exclusive use by each Operator. The Buyer and  each Operator will have free access to this global network at any time in the  course of the Aircraft operation and, in particular in the event of a need for non-routine technical assistance, the Buyer  and its Operators shall have non-exclusive access to the Seller’s  Representatives closest to the Buyer’s or relevant Operator’s (as applicable)  main base after the end of the assignment of the Seller’s Representatives  referred to in Appendix A of this Clause 15. A list of the contacts for the  Seller’s Representatives closest to the Buyer’s or relevant Operator’s (as  applicable) main base shall be provided to the Buyer and such Operator. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 15.2.3     |       | The Seller shall cause similar services to be  provided by competent representatives of the Propulsion System Manufacturer  and by Supplier representatives when necessary and applicable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 15.2.4     |       | The Seller shall provide to the Buyer an annual  written accounting of the consumed man-months and any remaining man-month  balance. Such accounting shall be deemed as final and acceptable to the Buyer  unless the Seller receives written objection from the Buyer within thirty  (30) days of receipt of such accounting.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 15.2.5     |       | If requested by the Buyer, Seller Representative  services exceeding the allocation specified in Appendix A of this Clause 15  may be provided by the Seller subject to terms and conditions to be mutually  agreed.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **15.3**   | ** ** | **Buyer’s Service**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 15.3.1     |       | From the date of arrival of the first of the  Seller’s Representatives and for the duration of the assignment, the Buyer or  its Operator (as applicable) shall provide free of charge a suitable lockable  office, conveniently located with respect to the Buyer’s or Operator’s (as  applicable) maintenance facilities, with complete office furniture and  equipment for the sole use of the Seller’s Representatives. The Buyer or its  Operator (as applicable) shall provide or cause to be provided  telecommunications facilities.                                                                                                                                                                                                                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

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| 15.3.2     |       | In accordance with the Operator’s regulations, the  Buyer or its Operator (as applicable) shall provide at no cost to the Seller:                                                                                                                                                                                                                                                                                                                                                        |
|------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       |       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | airline tickets in business class confirmed and  guaranteed between the locations mentioned in Clause 15.1 and 15.2 and the  international airport nearest Toulouse, France that is on the relevant  Operator’s network for the Seller’s Representatives mentioned in Clause 15.1  or Clause 15.2. When the use of the relevant Operators’ route network is not  feasible or practical, the relevant Operator shall reimburse the Seller for  business class travel on other airlines; and |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       |       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | when the Seller’s Representatives are assigned away  from the locations mentioned in Clause 15.1 or 15.2 at the relevant Operator’s  or Buyers’ request, transportation between the said locations and the place  of assignment. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 15.3.4     |       | The Buyer or its Operator (as applicable) shall  assist the Seller to obtain from the civil authorities of the Buyer’s or  Operator’s country those documents which are necessary to permit the Seller’s  Representatives to live and work in the Buyer’s or Operator’s (as applicable)  country. Failure of the Seller to obtain the necessary documents shall  relieve the Seller of any obligation to the Buyer or Operator under the  provisions of Clause 15.2. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 15.3.5     |       | The Buyer or its Operator (as applicable) shall  reimburse to the Seller charges, taxes, duties, imposts or levies of any kind  whatsoever, imposed by authorities of the Buyer’s or its Operator’s (as applicable)  country upon :                                                                                                                                                                                                                                                 |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       |       | ·  the  entry into or exit from the Buyer’s or Operator’s country of the Seller’s  Representatives and their families,                                                                                                                                                                                                                                                                                                                                          |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       |       | ·  the  entry into or the exit from the Buyer’s or Operator’s country of the Seller’s  Representatives and their families’ personal property,                                                                                                                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       |       | ·  the  entry into or the exit from the Buyer’s or Operator’s country of the Seller’s  property.                                                                                                                                                                                                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **15.4**   | ** ** | **Withdrawal of the Seller’s Representatives**                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       |       | 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.                                                                                                                                                                                                                                     |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **15.5**   | ** ** | **Seller’s Representatives’ Status**                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       |       | In providing the above technical services, the  Seller’s Representatives and other employees are deemed to be acting in an  advisory capacity only and at no time shall they be deemed to act as Buyer’s  employees or agents, either directly or indirectly.                                                                                                                                                                                                                       |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **15.6**   | ** ** | **Indemnities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       |       | INDEMNIFICATION PROVISIONS APPLICABLE TO THIS CLAUSE  15 ARE SET FORTH IN CLAUSE 19.                                                                                                                                                                                                                                                                                                                                                                                                          |

 

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APPENDIX A TO CLAUSE 15

SELLER REPRESENTATIVE ALLOCATION

The Seller Representative allocation that is provided to the Buyer orits Operator (as applicable) pursuant to Clause 15.2 is set out below.

**1****                                       **The Buyer shall be provided a total of [***]man-months of Seller Representative services per Aircraft at the Buyer’s mainbase or at other locations to be mutually agreed including, without limitation,the base of any Operator.

**2****                                       **For clarification, such Seller Representatives’services shall include initial Aircraft Entry Into Service (**EIS**) assistance and sustaining support services.

**3****                                       **The number of the Seller’s Representativesassigned to the Buyer or to its Operator at any one time shall be mutuallyagreed, but at no time shall it exceed [***] men per Operator.

**4****                                       **Absence of an assigned Seller’s Representativeduring normal statutory vacation periods are covered by the Seller’sRepresentatives as defined in Clause 15.2.2 and as such are accounted againstthe total allocation provided in item 1 above.

 

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| **16**     | **TRAINING AND TRAINING AIDS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **16.1**   | **General**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | This Clause 16 covers the terms and conditions for  the supply of training and training aids for the Buyer’s and its Operator’s  personnel to support the Aircraft operation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **16.2**   | **Scope**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.2.1     | The range and quantity of training and training aids  to be provided free of charge under this Agreement are covered in Appendix A  to this Clause 16.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 16.2.2.1   | With respect to Maintenance Training, training  courses shall be provided up to one (1) year after Delivery of the last firm  Aircraft ordered under this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 16.2.2.2   | With respect to Flight Operations Training, the  quantity of training allocated to each Aircraft shall be provided up to one  (1) year after Delivery of each corresponding Aircraft.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **16.3**   | **Training Organisation / Location**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.3.1     | The Seller shall provide training at its training  center in Blagnac, France, or in Hamburg, Germany (each the “**Seller’s Training Center**”) or one of its affiliated  training centers in Miami, U.S.A., or Beijing, China (the “**Affiliated Training Centers**”).                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.3.2     | In the event of the non-availability of facilities  or scheduling imperatives making training by the Seller impractical, the  Seller shall make arrangements for the provision to the Buyer or its Operator  (as applicable) of such training support elsewhere. Provided that the Buyer’s  or its Operator’s (as applicable) requirements have been indicated to the  Seller ideally nine (9) months prior to Delivery of the relevant Aircraft but  in any event as early as such Operator of the relevant Aircraft is known to  the Buyer and in the event that the Seller is unable to accommodate the  Buyer’s or its Operator’s (as applicable) requirements for training at a  convenient location, [***]. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 16.3.3.1   | Upon the Buyer’s request, the Seller may also  provide certain training at a location other than the Seller’s Training  Centers or Affiliated Training Centers, including one of the Operator’s  bases, if and when practicable for the Seller, under terms and conditions to  be mutually agreed upon. In this event, all additional charges listed in  Clause 16.6.2 shall be borne by the Buyer or its relevant Operator (as  applicable).                                                                                                                                                                                                                                                                          |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 16.3.3.2   | If the training as set forth in Clause 16.3.3.1  above is either an Airbus EASA — Part 147 (for maintenance training) or a  Type Rating Training Organisation (TRTO) (for flight operation training)  approved course, the Buyer or its relevant Operator (as applicable) shall  provide access to its training facilities to the Seller’s and the relevant  Aviation Authorities’ representatives for the necessary approval of such  facilities for the training.                                                                                                                                                                                                                                                    |

 

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| 16.3.3.3.  | Training courses provided for the Buyer’s or  Operator’s (as applicable) personnel shall be scheduled according to plans  mutually agreed upon during a Training Conference to be held with the  relevant Operator as soon as such Operator is known. The Seller shall use its  best efforts to accommodate the Buyer’s or its Operator’s (as applicable) requirements  provided that such are confirmed to the Seller at the latest nine (9) months  prior to Delivery of the relevant Aircraft. In the event that such  requirements are communicated to the Seller after such nine (9) months  period, the Seller shall cooperate with the Buyer or its Operator (as  applicable) to schedule the requested training so as to provide a training  program as close as possible to the Buyer’s or Operator’s (as applicable)  requirements, subject to the Seller’s then prevailing constraints. |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **16.4**   | **Training Courses**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.4.1     | Training courses, as well as the minimum and maximum  numbers of trainees per course provided for the Buyer’s or Operator’s (as  applicable) personnel, are defined in the applicable brochure describing the  various Seller’s training courses (the “**Seller’s Training Course  Catalog**”) and shall be scheduled as mutually agreed upon during a  training conference (“the **Training Conference**”)  to be held between nine (9) and twelve (12) months prior to Delivery of the  first Aircraft to each Operator.                                                                                                                                                                                                                                                                                                                                                                    |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.4.2     | When training is performed by the Seller:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Training courses shall be the Seller’s standard  courses as described in the applicable Seller’s Training Course Catalog valid  at the time of the execution of the course. The Seller shall be responsible  for all training course syllabi, training aids and training equipment  necessary for the organisation of the training courses; however, for the  purpose of performing training, training equipment does not include aircraft.  The academic curricula  and equipment used for the training of flight and maintenance personnel shall  not be fully customized; however, they shall be configured in order to obtain  the relevant approval and to support the Seller’s teaching programs. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | The equipment used for training of flight and  maintenance personnel shall not be fully customised, however such equipment  and the training curricula used for training of flight and/or maintenance  personnel shall be configured in order to obtain the relevant Aviation Authorities’  approval and to support the Seller’s training programs. Training data and  documentation shall not be revised; |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | Training data and documentation for trainees  receiving the training at the Seller’s Training Centers or Affiliated  Training Centers shall be free-of-charge. Training data and  documentation shall be marked “FOR TRAINING ONLY” and as such are supplied  for the sole and express purpose of training ; |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Upon the Buyer’s request, the Seller shall collect  and pack for consolidated shipment to the Buyer’s facility, all training data  and documentation of the Buyer’s trainees attending training at the Seller’s  Training Centers or Affiliated Training Centers at no charge to the Buyer; |

 

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|            | The above shipment shall be delivered Free Carrier  (“**FCA**”) to the airport closest  to the location at which the training actually takes place, as the term Free  Carrier (“FCA”) is defined by  publication N° 560 of the International Chamber of Commerce published in  January 2000. Title to and risk of loss of said shipment shall pass to the  Buyer upon delivery.                                                                                                                         |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 16.4.3     | When the Seller’s training courses are provided by  the Seller’s instructors, the Seller shall deliver a Certificate of  Recognition, a Certificate of Course Completion or an Attestation, as  applicable, at the end of any such training course. Any such certificate  shall not represent authority or qualification by any Aviation Authorities  but may be presented to such Aviation Authorities in order to obtain relevant  formal qualification.                                                             |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | In the event of the training courses being provided  by a training provider selected by the Seller, the Seller shall cause such  training provider to deliver a Certificate of Recognition, a Certificate of  Course Completion or an Attestation, as applicable, at the end of any such  training course. Any such certificate shall not represent authority or  qualification by any Aviation Authorities but may be presented to such  Aviation Authorities in order to obtain relevant formal qualification.                 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **16.5**   | **Prerequisites and Conditions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 16.5.1     | Training shall be conducted in English and all  training aids are written in English using common aeronautical terminology.  Trainees shall have the prerequisite knowledge and experience defined in  Appendix “B” to this Clause 16.                                                                                                                                                                                                                                                                                 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | The Buyer hereby acknowledges that the Seller’s  training courses are “Standard Transition Training Courses” and not “Ab  Initio Training Courses”.                                                                                                                                                                                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | The Buyer or its Operator (as applicable) shall be  responsible for the selection of the trainees and for any liability with  respect to the entry knowledge level of the trainees.                                                                                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 16.5.2.1   | The Buyer or its Operator (as applicable) shall  provide the Seller with an attendance list of the trainees for each course  with the validated qualification of each trainee. The Seller reserves the  right to check the trainees’ proficiency and previous professional  experience. The Seller shall in no case warrant or otherwise be held liable  for any trainee’s performance as a result of any training provided.                                                                                           |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 16.5.2.2   | The Buyer or its Operator (as applicable) shall  further return to the Seller the “Airbus Pre-Training Survey” or the  “Maintenance Training Survey”, as applicable, detailing the trainees’  associated background at the latest two (2) months before the start of the  training course.                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 16.5.2.3   | In the event of the Buyer or its Operator (as  applicable) having to make a change to the trainees attendance list within  the two (2) month period stated in Clause 16.5.2.2, the Buyer or its Operator  (as applicable) shall immediately inform the Seller thereof and send to the  Seller an updated Airbus Pre-Training Survey or Maintenance Training Survey  reflecting such change.                                                                                                                                      |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 16.5.3     | Upon the Buyer’s or its Operator’s (as applicable)  request, the Seller may be consulted to direct the above mentioned trainee(s)  through a relevant entry level training program, which shall be at the  Buyer’s or its Operator’s (as applicable) charge, and, if necessary, to  coordinate with competent outside organisations for this purpose. Such  consultation shall be held during the Training Conference.In the event of the  Seller determining that a trainee lacks the required entry level, |

 

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|            | following consultation with the Buyer or its  Operator (as applicable), such trainee shall be withdrawn from the program.                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **16.6**   | **Logistics**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 16.6.1     | **Trainees**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 16.6.1.1   | The Seller shall provide free local transportation  by bus for the Buyer’s or Operator’s (as applicable) trainees to and from  designated pick-up points and the Seller’s Training Centers or Affiliated  Training Centers.                                                                                                                                                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.6.1.2   | Living and travel expenses for the Buyer’s or  Operator’s (as applicable) trainees shall be borne by the Buyer or the  Operator (as applicable).                                                                                                                                                                                                                                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.6.2     | **Training at External Location - Seller’s  Instructors**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       | In the event of training being provided at an  external location specifically at the Seller’s request, the conditions  relative to expenses shall be the same as those which would have been  applicable if the training had been provided at the Seller’s Training Centers  or Affiliated Training Centers.                                                                                                                                                                                                                                    |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       | In the event of training being provided by the  Seller’s instructors at any location other than the Seller’s Training Centers  or Affiliated Training Centers at the Buyer’s or Operator’s (as applicable)  request or as otherwise detailed in this Clause 16, the Buyer or Operator (as  applicable) shall reimburse the Seller for all the expenses related to the  assignment of such instructors and their performance of the duties as  aforesaid.                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.6.2.1   | **Living Expenses**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       | Such expenses, covering the entire period from day  of departure from to day of return to Seller’s base, shall include but shall  not be limited to lodging, food and local transportation to and from the  place of lodging and the training course location. The Buyer shall reimburse  the Seller for such expenses at the per diem rate currently used by the  Seller for its personnel.                                                                                                                                                         |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.6.2.2   | **Air Travel**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       | Airline reservations for travel between the Buyer’s  or Operator’s (as applicable) designated training site and the Seller’s  Training Centers or Affiliated Training Centers shall be guaranteed and  confirmed to the Seller’s instructors in business class on the relevant  Operator’s route network. When the use of such Operator’s route network is  not feasible or practical, the Buyer or such Operator (as applicable) shall  reimburse the Seller for business class travel for such journey on other  airlines |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.6.2.3   | **Training Material**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       | The Buyer or its Operator (as applicable) shall  reimburse the Seller the cost of shipment for the training material needed to  conduct such courses.                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.6.2.4   | **Transportation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       | The Buyer shall be solely liable for any and all  delay in the performance of the training outside of the Seller’s or the  Seller’s Affiliated Training Centers associated with any transportation  described in this Clause 16.6 same where such training is provided at such  external location at the Seller’s request.                                                                                                                                                                                                                 |

 

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| 16.6.3     | **Training Equipment Availability - Training at  External Location**                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       | Training equipment necessary for course performance  at any course location other than the Seller’s Training Centers or Affiliated  Training Centers or the facilities of the training provider selected by the Seller  shall be provided by the Buyer or its Operator (as applicable) in accordance  with the Seller’s specifications.                                                                                                                                                                   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **16.7**   | **Flight Operations Training**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 16.7.1     | **Flight Crew Training Course**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 16.7.1.1   | The Seller shall perform a flight crew training course  program (standard transition course or a cross crew qualification program as  applicable) for [***] of each Operator’s flight crews, each of which shall  consist of one (1) captain and one (1) first officer, as set out in Appendix  A to this Clause 16. The training manual used shall be the Seller’s Flight  Crew Operating Manual (FCOM), except for base Flight training, for which such  Operator’s customized FCOM shall be used. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 16.7.1.2   | Base Flight Training                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 16.7.1.2.1 | Each Operator shall use its delivered Aircraft, or  any other aircraft operated by such Operator , for any base flight training,  which shall not exceed [***] per pilot, according to the related Airbus  training course definition.                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 16.7.1.2.2 | In the event of it being necessary to ferry the relevant  Operator’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 training field shall not be deducted from the base  flight training allowance.                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       | However, 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 relevant  Operator’s qualified pilots, in accordance with the Aviation Authorities’  regulations related to the place of performance of the base flight training.                                                        |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 16.7.2     | **Flight Crew Line Initial Operating Experience**                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 16.7.2.1   | To assist each Operator with initial operating  experience after Delivery of the first Aircraft to such Operator, the Seller  shall provide to the relevant Operator pilot instructor(s) as defined in  Appendix A to this Clause 16.                                                                                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 16.7.2.2   | The relevant Operator shall reimburse the expenses  for [***]. Additional pilot instructors can be provided at such Operator’s  expense and upon conditions to be mutually agreed upon.                                                                                                                                                                                                                                                                                                                        |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 16.7.3     | **Instructor Cabin Attendants’ Familiarization  Course**                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       | The Seller shall provide instructor cabin  attendants’ course(s) to each Operator’s cabin attendants, as defined in  Appendix A to this Clause 16, at one of the locations defined in Clause  16.3.1.                                                                                                                                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       | The instructor cabin attendants’ course, when  incorporating the features of the relevant Operator’s Aircraft, can be given  at the earliest two (2) weeks before the Delivery Date of such Operator’s  first Aircraft.                                                                                                                                                                                                                                                                              |

 

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| 16.7.4     | **Performance / Operations Course**                                                                                                                                                                                                                                                                                                                     |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | ** **                                                                                                                                                                                                                                                                                                                                              |
|       | The Seller shall provide performance/operations  training for each Operator’s personnel as defined in Appendix A to this  Clause 16.                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                                    |
|       | The available courses are listed in the Seller’s  applicable Training Courses Catalog.                                                                                                                                                                                                                                                             |
|       |                                                                                                                                                                                                                                                                                                                                                    |
| 16.7.5     | **Transition Type Rating Instructor (TRI) Course**                                                                                                                                                                                                                                                                                                      |
|       | ** **                                                                                                                                                                                                                                                                                                                                              |
|       | The Seller shall provide transition type rating  instructor (TRI) training for each Operator’s flight crew instructors as  defined in Appendix A to this Clause 16.                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                                                                                                    |
|       | This course provides the Operator’s instructors with  the training in flight instruction and synthetic instruction required to  instruct on Airbus aircraft.                                                                                                                                                                                       |
|       |                                                                                                                                                                                                                                                                                                                                                    |
| 16.7.6     | During any and all flights performed in accordance  with this Clause 16.7, the relevant Operator 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 16.12. |
|       |                                                                                                                                                                                                                                                                                                                                                    |
| **16.8**   | **Maintenance Training**                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                              |
|       | The Seller shall provide maintenance training for  each Operator’s ground personnel as defined in Appendix A to this Clause 16.                                                                                                                                                                                                                    |
|       |                                                                                                                                                                                                                                                                                                                                                    |
|       | The available courses are listed in the Seller’s  applicable Training Courses Catalog.                                                                                                                                                                                                                                                             |
|       |                                                                                                                                                                                                                                                                                                                                                    |
|       | The relevant Operator shall provide the Seller with  an attendance list of trainees at the latest one (1) month before the start  of the training course.                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                                    |
|       | The practical training provided in the frame of  maintenance training is performed exclusively on the training devices in use  in the Seller’s Training Centers or Affiliated Training Centers.                                                                                                                                                    |
|       |                                                                                                                                                                                                                                                                                                                                                    |
|       | In the event of practical training on aircraft being  requested by an Operator (as applicable), such practical training can be  organized with the assistance of the Seller, in accordance with Clause 16.8.1  hereunder.                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                                    |
| 16.8.1     | **Practical Training on Aircraft**                                                                                                                                                                                                                                                                                                                      |
|       | ** **                                                                                                                                                                                                                                                                                                                                              |
|       | If the practical training does not need to be  covered by an EASA — Part 147 (or equivalent) certificate, the Seller may  assist the Operator in  organizing such practical training on aircraft, at the relevant Operator’s expense.                                                                                                         |
|       |                                                                                                                                                                                                                                                                                                                                                    |
|       | In the event of an Operator requiring a full EASA — Part 147 certificate from the  Seller, the practical training on aircraft shall be conducted by the Seller,  at the relevant Operator’s  expense, in a EASA - Part 145 facility approved and selected by the Seller.                                                                      |
|       |                                                                                                                                                                                                                                                                                                                                                    |
|       | In the event of an Operator requiring such practical training to be conducted at  the relevant Operator’s EASA —  Part 145 (or equivalent) approved facilities, such training shall be subject  to prior approval by the Seller of the facilities at which the training is to  be conducted.                                                  |

 

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|            | The provision of an instructor by the Seller 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 3.2 thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | The relevant Operator  shall reimburse the expenses for said instructor(s) in accordance with Clause  16.6.2.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 16.8.2     | **Line Maintenance Initial Operating Experience  Training**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       | In order to assist the relevant Operator during the  entry into service of the Aircraft, the Seller shall provide to each Operator  maintenance instructor(s) at the relevant Operator’s base as defined in  Appendix A to this Clause 16.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 16.8.2.1   | This line maintenance training shall cover training  in handling and servicing of Aircraft, flight crew / maintenance  coordination, use of Technical Data and any other activities that may be  deemed necessary after Delivery of the first Aircraft to the relevant  Operator.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 16.8.2.2   | The relevant Operator shall reimburse the expenses  for said instructor(s) in accordance with Clause 16.6.2. Additional  maintenance instructors can be provided at the Operator’s expense.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **16.9**   | **Supplier and Propulsion System Manufacturer  Training**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       | Upon the Buyer’s or its Operator’s request, the  Seller shall provide to the Buyer or  its Operator (as applicable) the list of the maintenance and overhaul  training courses (the “Supplier Training Catalog”) provided by major  Suppliers and the applicable Propulsion Systems Manufacturer on their  products.                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **16.10**  | **Training Aids for the Buyer’s or its Operator’s  Training Organisation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| 16.10.1    | With respect to each Aircraft, the Seller shall  provide to the Buyer or its Operator (as  applicable) training aids, including the **Airbus Computer Based  Training (Airbus CBT)**, as used in the Seller’s Training  Centers, and the Virtual Aircraft **(Walk around and Component Location****)**, free of charge as defined in Appendix A to this Clause  16.                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       | The Airbus CBT and training aids supplied to the  Buyer and its Operator (as  applicable) shall be similar to those used in the Seller’s Training Centers  for the training provided for the Buyer or its Operators (as applicable). The Airbus CBT and Virtual  Aircraft in use at the Seller’s Training Centers are revised on a regular  basis and with respect to each Aircraft, such revision shall be provided to  the Buyer or its Operator (as  applicable) during the period when training courses provided under Appendix A  of this Clause 16 are performed for the Buyer or its relevant Operator or up  to three (3) years after delivery of the Airbus CBT or the Virtual Aircraft  to the Buyer or its relevant Operator  (as applicable) under this Agreement, whichever first occurs. |

 

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| 16.10.2     | **Delivery**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.10.2.1   | With respect to each Aircraft, the Seller shall  deliver to the Buyer or its Operator (as  applicable) the Airbus CBT and  training aids, as defined in Appendix A to this Clause 16, at a date to be  mutually agreed during the Training Conference.                                                                                                                                                                                                                                                                                                                                                                          |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.10.2.2   | The items supplied to the Buyer or its Operator’s (as applicable) pursuant to Clause  16.10.1 shall be delivered FCA Toulouse, Blagnac Airport. Title to and risk  of loss of said items shall pass to the Buyer upon delivery.                                                                                                                                                                                                                                                                                                                                                                                            |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.10.2.3   | All costs related to transportation and insurance of  said items from the FCA point to the Buyer’s or its Operator’s (as applicable)facilities shall be at the Buyer’s or its Operator’s (as applicable)expense.                                                                                                                                                                                                                                                                                                                                                                                            |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.10.3     | **Installation of the Airbus CBT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|        | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.10.3.1.1 | With respect to each Aircraft, before the initial  delivery of the Airbus CBT, as defined in Appendix A hereto, the Seller shall  provide to up to six (6) trainees of the Buyer or its Operator, at the Buyer’s or its Operator’s facilities, the Airbus CBT  Administrator Course, as defined in Appendix C hereto.                                                                                                                                                                                                                                                                                                 |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|        | To conduct the course, the workstations and/or  “Servers”, as applicable, shall be ready for use and shall comply with the  latest “Airbus CBT Workstation Technical Specification” or “Airbus CBT Server  Technical Specification”, as applicable (collectively “the Airbus CBT  Technical Specification”).                                                                                                                                                                                                                                                                            |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.10.3.1.2 | The Airbus CBT shall be installed by the Buyer’s or its Operator’s (as applicable) personnel, who shall  have followed the Airbus CBT Administrator Course. The Seller shall be held  harmless from any injury to person and/or damage to property caused by or in  any way connected with the handling and/or installation of the Airbus CBT by the Buyer’s or its Operator’s (as applicable) personnel.                                                                                                                                                                                                   |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.10.3.2   | Upon the Buyer’s or its Operator’s (as applicable)request  and subject to conditions to be quoted by the Seller, the Seller may assist  the Buyer or its  Operator (as applicable)with  the initial installation of the Airbus CBT at the Buyer’s or its Operator’s (as applicable) facilities. Such assistance  shall follow notification in writing that the various components, which shall  be in accordance with the specifications defined in the Airbus CBT Technical  Specification, are ready for installation and available at the Buyer’s or is  Operator’s (as applicable)facilities. |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.10.3.3   | The Buyer or its Operator (as applicable) shall reimburse the expenses in accordance  with Clause 16.6.2, for the Seller’s personnel required at the Buyer’s or its Operator’s (as applicable) facilities to conduct  the Airbus CBT Administrator Course  and/or provide installation assistance.                                                                                                                                                                                                                                                                                                               |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.10.4     | **Licences**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| ** **  | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.10.4.1   | **Airbus CBT License**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|        | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.10.4.1.1 | The Seller shall grant the Buyer a Licence to use  the Airbus CBT, under conditions defined in Appendix C to this Clause 16.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.10.4.1.2 | Supply of sets of CBT Courseware, as defined in  Appendix C, and additional to those indicated in Appendix A, as well as any  extension to the Licence of such CBT Courseware, shall be subject to terms  and conditions to be mutually agreed.                                                                                                                                                                                                                                                                                                                                                                                 |

 

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| 16.10.4.2   | **Virtual Aircraft License**                                                                                                                                                                                                                                                                                                                                                                                                    |
|-------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|        | ** **                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 16.10.4.2.1 | The Seller shall grant the Buyer a Licence to use  the Virtual Aircraft, under conditions defined in Appendix C to this Clause  16. For the purpose of such Licence, the term “Airbus CBT” as used in such  License shall mean the “Virtual Aircraft”.                                                                                                                                                      |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.10.4.2.2 | Supply of sets of Virtual Aircraft Software, as  defined in Appendix C, and additional to those indicated in Appendix A, as  well as any extension to the Licence of such Virtual Aircraft Software, shall  be subject to terms and conditions to be mutually agreed.                                                                                                                                                           |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 16.10.5     | The Seller shall not be responsible for and hereby  disclaims any and all liabilities resulting from or in connection with the  use by the Buyer of the Airbus CBT, the Virtual Aircraft and any other  training aids provided under this Clause 16.10.                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **16.11**   | **Proprietary Rights**                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **  | ** **                                                                                                                                                                                                                                                                                                                                                                                                                      |
|        | The Seller’s training data and documentation, Airbus  CBT, Virtual Aircraft and training aids are proprietary to the Seller and/or  its Affiliates and/or its suppliers and the Buyer agrees not to disclose the  content of the courseware or any information or documentation provided by the  Seller in relation to training, in whole or in part, to any third party  without the prior written consent of the Seller. |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **16.12**   | **Indemnities and Insurance**                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** **  | ** **                                                                                                                                                                                                                                                                                                                                                                                                                      |
|        | INDEMNIFICATION PROVISIONS AND INSURANCE  REQUIREMENTS APPLICABLE TO THIS CLAUSE 16 ARE AS SET FORTH IN CLAUSE 19.                                                                                                                                                                                                                                                                                                         |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                            |
|        | THE BUYER OR ITS OPERATOR (AS APPLICABLE) WILL  PROVIDE THE SELLER WITH AN ADEQUATE INSURANCE CERTIFICATE PRIOR TO ANY  TRAINING ON AIRCRAFT.                                                                                                                                                                                                                                                                                   |

 

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## **APPENDIX “A” TO CLAUSE 16**

TRAININGALLOWANCE

Forthe avoidance of doubt, all quantities indicated below are the total quantitiesgranted for the whole of the Buyer’s fleet under this Agreement,  unless otherwise specified.
| **1.**     | **FLIGHT OPERATIONS TRAINING**                                                                                                                                                                                                                                                   |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                       |
| **1.1**    | **Flight Crew Training (standard transition course  or cross crew qualification (CCQ) as applicable)**                                                                                                                                                                           |
| ** ** | ** **                                                                                                                                                                                                                                                                       |
|       | With respect to each Aircraft, the Seller shall  provide flight crew training including LVO (standard transition course or CCQ  as applicable) free of charge for [***] of the relevant Operator’s flight  crews, which shall consist of [***] per firmly ordered Aircraft. |
|       |                                                                                                                                                                                                                                                                             |
| **1.2**    | **Flight Crew Line Initial Operating Experience**                                                                                                                                                                                                                                |
| ** ** | ** **                                                                                                                                                                                                                                                                       |
|       | The Seller shall provide to the relevant Operator  pilot instructor(s) free of charge for a period of [***] pilot instructor  [***] per Aircraft.                                                                                                                                |
|       |                                                                                                                                                                                                                                                                             |
| 1.2.1      | The maximum number of pilot instructors present at  any one time shall be limited to three (3) pilot instructors, unless  otherwise mutually agreed.                                                                                                                             |
|       |                                                                                                                                                                                                                                                                             |
| 1.2.2      | The Seller shall provide to the Buyer 3 instructor  cabin attendants’ familiarization courses per firmly ordered Aircraft.                                                                                                                                                  |
|       |                                                                                                                                                                                                                                                                             |
| **1.3**    | **Performance / Operations Course(s)**                                                                                                                                                                                                                                           |
| ** ** | ** **                                                                                                                                                                                                                                                                       |
| 1.3.1      | The Seller shall provide to the Buyer [***] trainee  days of performance / operations training free of charge for each Initial  Operator personnel per Initial Operator.                                                                                                         |
|       |                                                                                                                                                                                                                                                                             |
| 1.3.2      | The above trainee days shall be used solely for the  performance/operations training courses as defined in the Seller’s applicable  Training Course Catalog.                                                                                                                |
|       |                                                                                                                                                                                                                                                                             |
| **1.4**    | **Transition Type Rating Instructor (TRI) course**                                                                                                                                                                                                                               |
| ** ** | ** **                                                                                                                                                                                                                                                                       |
|       | The Seller shall provide to the Operator one (1)  transition type rating instructor training (transition or CCQ, as applicable)  free of charge per Aircraft.                                                                                                                    |
|       |                                                                                                                                                                                                                                                                             |
| **2**      | **MAINTENANCE TRAINING**                                                                                                                                                                                                                                                         |
| ** ** | ** **                                                                                                                                                                                                                                                                       |
| **2.1**    | **Maintenance Training Courses**                                                                                                                                                                                                                                                 |
| ** ** | ** **                                                                                                                                                                                                                                                                       |
| 2.1.1      | The Seller shall provide to the Buyer [***] trainee  days of maintenance training free of charge for each Operator’s personnel per  Aircraft.                                                                                                                               |
|       |                                                                                                                                                                                                                                                                             |
| 2.1.2      | The above trainee days shall be used solely for the  Maintenance training courses as defined in the Seller’s applicable Training  Courses Catalog.                                                                                                                          |

 

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| 2.1.3      | Within the trainee days allowance in Paragraph 2.1.1  above, the number of Engine Run-up courses shall be limited to one (1) course  for three (3) trainees per firmly ordered Aircraft and to a maximum of nine  (9) courses in total.                                                                               |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                  |
| **3**      | **TRAINEE DAYS ACCOUNTING**                                                                                                                                                                                                                                                                                           |
| ** ** | ** **                                                                                                                                                                                                                                                                                                            |
|       | Trainee days are counted as follows:                                                                                                                                                                                                                                                                                  |
|       |                                                                                                                                                                                                                                                                                                                  |
| 3.1        | For instruction at the Seller’s Training Centers or  Affiliated Training Centers: one (1) day of instruction for one (1) trainee  equals one (1) trainee day. 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. |
|       |                                                                                                                                                                                                                                                                                                                  |
| 3.2        | For instruction outside of the Seller’s Training  Centers or Affiliated Training Centers: one (1) day of instruction by one (1)  Seller instructor equals the actual number of trainees attending the course  or a minimum of twelve (12) trainee days.                                                          |
|       |                                                                                                                                                                                                                                                                                                                  |
| 3.3        | For practical training, one (1) day of instruction  by one (1) Seller instructor equals the actual number of trainees attending  the course or a minimum of six (6) trainee days.                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                  |
| 3.4        | In the event of training being provided outside of  the Seller’s Training Centers or Affiliated Training Centers specifically at  the Seller’s request, Paragraph 3.1 hereabove shall be applicable to the  trainee days accounting for such training.                                                      |
|       |                                                                                                                                                                                                                                                                                                                  |
| **4**      | **TRAINING AIDS FOR BUYER’S TRAINING ORGANISATION**                                                                                                                                                                                                                                                              |
| ** ** | ** **                                                                                                                                                                                                                                                                                                            |
|       | The Seller shall provide to the Buyer free of  charge:                                                                                                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                                                                  |
|       | —                                                                                                                                                                                                                                                                                                                | one (1) Airbus CBT (flight and/or maintenance)related to the Aircraft type(s) as  covered by this Agreement (including one (1) set of CBT Courseware and one  (1) set of CBT Software for flight and one (1) set of CBT Courseware and one  (1) set of CBT Software for maintenance, as applicable). The detailed  description of the Airbus CBT shall be provided to the Buyer at the Training  Conference; |
|       |                                                                                                                                                                                                                                                                                                                  |
|       | —                                                                                                                                                                                                                                                                                                                | one (1) Virtual Aircraft (Walk around and Component  Location) related to the aircraft type (s) as covered in this Agreement. |
|       |                                                                                                                                                                                                                                                                                                                  |
|       | —                                                                                                                                                                                                                                                                                                                | one (1) set of training documentation on CD-ROM; |
|       |                                                                                                                                                                                                                                                                                                                  |
|       | —                                                                                                                                                                                                                                                                                                                | one (1) CD-ROM of cockpit panels for training. |

 

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**APPENDIX “B” TO CLAUSE 16**

MINIMUMRECOMMENDED QUALIFICATION

INRELATION TO TRAINING REQUIREMENTS

The prerequisites listedbelow are the minimum recommended requirements specified for Airbus training.If the appropriate Aviation Authorities or the specific airline policy of thetrainee demand greater or additional requirements, they shall apply asprerequisites.

**FLIGHTCREW Standard Transition Courses)**
|              | **Captain prerequisites:**                                                                                                       |
|--------------|----------------------------------------------------------------------------------------------------------------------------------|
| *** *** | *** ***                                                                                                                     |
|         | ·  Previously qualified on JAR/FAR/CS 25  aircraft and commercial operations                                           |
|         |                                                                                                                             |
|         | ·  Valid and Current Airline Transport Pilot  License (ATPLY)                                                          |
|         |                                                                                                                             |
|         | ·  Previous command experience                                                                                         |
|         |                                                                                                                             |
|         | ·  Fluency in English (able to write, read and  communicate at an adequately understandable level in English language) |
|         |                                                                                                                             |
|         | ·  Jet experience                                                                                                      |
|         |                                                                                                                             |
|         | ·  Flight time:                                                                                                        |
|         |                                                                                                                             |
|         |    —  1 500 hours as pilot                                                                                   |
|         |                                                                                                                             |
|         |    — 1 000 hours on JAR/FAR/CS 25  aircraft                                                                  |
|         |                                                                                                                             |
|         |    — 200 hours experience as airline,  corporate or military transport pilot                                 |
|         |                                                                                                                             |
| *** *** | **First Officer prerequisites:**                                                                                                 |
| *** *** | *** ***                                                                                                                     |
|         | ·  Previously qualified on JAR/FAR/CS 25  aircraft and commercial operations                                           |
|         |                                                                                                                             |
|         | ·  Aircraft and commercial operations valid and  current CPL (Commercial pilot license) with Instrument rating,        |
|         |                                                                                                                             |
|         | ·  Fluency in English (able to write, read and  communicate at an adequately understandable level in English language) |
|         |                                                                                                                             |
|         | ·  Jet experience                                                                                                      |
|         |                                                                                                                             |
|         | ·  Flight time :                                                                                                       |
|         |                                                                                                                             |
|         |    — 500 hours as pilot                                                                                      |
|         |                                                                                                                             |
|         |    — 300 hours on JAR/FAR/CS 25  aircraft                                                                    |
|         |                                                                                                                             |
|         |    — 200 hours experience as airline,  corporate or military transport pilot                                 |

 

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If the Trainee does not speak English or is not fluentenough to follow the Standard Transition course, he shall follow the Adaptedlanguage transition and provide a translator as indicated by the Seller.

If no Jet experience, both CAPTAIN and/or FIRST OFFICER mustfollow before entering the transition course, a dedicated “Jet Familiarizationentry level course”. Such course(s), ifrequired, shall be at the Buyer’s or the relevant Operator’s expense (asapplicable).

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##### **First type rating course**

Thiscourse is designed for Ab initio pilots who do not hold an aircraft type ratingon their pilot license
|            | **Pilot prerequisites**                                                                                                          |
|------------|----------------------------------------------------------------------------------------------------------------------------------|
| ** ** |
|       | ·  Valid and current CPL (commercial pilot  license)                                                                   |
|       |
|       | ·  Valid and current Instrument Rating on multi  engine aircraft                                                       |
|       |
|       | ·  APTLY written examination                                                                                           |
|       |
|       | ·  Fluency in English (able to write, read and  communicate at an adequately understandable level in English language) |
|       |
|       | ·  Flight experience:                                                                                                  |
|       |
|       |     — 220 hours as pilot                                                                                     |
|       |
|       |     — 100 hours as pilot in command  (PIC)                                                                   |
|       |
|       |     — 25 hours on multi engine  aircraft (up to 10 hours can be completed in a simulator)                    |

 

In addition to the aboveconditions and in accordance to the JAR Flight Crew Licensing (FCL) and theAirbus Training Policy, a pilot applying for a first type rating must havefollowed either an approved JAR Multi Crew Cooperation (MCC) program orregulatory equivalent or the “Airbus Entry Level Training (ELT) program”(combined MCC and Jet familiarization course).Such course, if required, shall be at the relevant Operator’s expense.

### **CCQ additional prerequisites**

Inaddition to the prerequisites set forth for the Flight Crew Standard TransitionCourse, both CAPTAIN and FIRST OFFICER must:
|        | ·  be qualified and current on the base  aircraft type                                   |
|--------|----------------------------------------------------------------------------------------------------|
|   |                                                                                               |
|   | ·  have 150 hours minimum and 3 months minimum  of operations on the base aircraft type. |

 

### **TRI course additional prerequisites**

Inaddition to the prerequisites set forth for the Flight Crew Standard TransitionCourse, it is the responsibility of the relevant Operator to:
|        | — | select instructor candidate(s) with airmanship and  behaviour corresponding to the role and responsibility of an airline  instructor                                                                   |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |
|   | — | designate instructor candidate(s) with the Airbus  prerequisite, which corresponds to the JAR requirements (ref JAR — FCL 1 —  Requirements/ Subparts H — Instructor rating (Aeroplane) |

 

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### **Performance and Operations personnelprerequisites**

### The relevant Operator’s  performance and operations personnel shall befluent in English (able to write, read and communicate at an adequatelyunderstandable level in English language).

### All further detailed prerequisites shall beprovided by the Seller to the Buyer and its Operator during the TrainingConference, depending on the type of training course(s) selected by the Buyeror its Operator as applicable.

### **MaintenancePersonnel prerequisites**

| — | Fluency in English (understanding of English (able  to write, read and communicate at an adequately understandable level in  English language) adequate to be able to follow the training (If this is not  the case, the Buyer or the relevant Operator (as applicable) shall assign a  minimum of one (1) translator for eight (8) trainees). |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                           |
| — | Technical experience in the line or/and base  maintenance activity of commercial jet aircraft.                                                                                                                                                                                                                                                 |

 

Additional prerequisites for Aircraft Rigging Course

 

Qualification as line or line and base mechanic on one type of Airbusaircraft family.

 

Additional prerequisites for Maintenance Initial Operating Experience

 

Qualification as line or line and base mechanic on the concerned Airbusaircraft type (for Course).

 

#### **MaintenanceTraining Difference Courses additional prerequisites**

In addition to the prerequisites set forth for Maintenance Personnel,the personnel shall be current and operating on the base aircraft

 

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**APPENDIX C TO CLAUSE 16**

**LICENCE FOR USE OF AIRBUSCOMPUTER BASED TRAINING**

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# **LICENCE FOR USE OF AIRBUS COMPUTER BASED TRAINING(AIRBUS CBT)**

| **1**      | ** ** | **DEFINITIONS**                                                                                                                                                                                                                                                                                                                                                 |
|------------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                      |
| **1.1**    |       | For the purpose of this Airbus CBT Licence (the  “Airbus CBT Licence”), the following definitions shall apply:                                                                                                                                                                                                                                        |
| ** ** |       |                                                                                                                                                                                                                                                                                                                                                            |
| ** ** |       | **“Agreement”**means the aircraft  purchase agreement dated December __, 2006 and entered into between the  Seller and the Buyer with respect to twenty (20) Airbus A330-200 aircraft  including all exhibit appendices and letter agreements attached thereto and  as the same may be modified in writing by the parties thereto from time to  time. |
| ** ** |       | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.1      |       | **“Airbus CBT”**means the combination of the Airbus CBT Software and the Airbus  CBT Courseware.                                                                                                                                                                                                                                                      |
|       |       | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.2      |       | **“Airbus CBT  Courseware”**means the programmed instructions that provide  flight crew and maintenance training.                                                                                                                                                                                                                                     |
|       |       | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.3      |       | **“Airbus CBT Software”**means the system software that permits the use of the Airbus CBT Courseware.                                                                                                                                                                                                                                                 |
|       |       | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.4      |       | **“Student / Instructor Mode”**means  the mode that allows the Buyer to run the Airbus  CBT Courseware.                                                                                                                                                                                                                                               |
|       |       | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.5      | ** ** | **“Airbus CBT  Administrator Course”**means the training enabling the Buyer  to load and use the Airbus CBT  either on stand-alone workstations or in a Server mode.                                                                                                                                                                                  |
|       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.6      |       | **“Network”**means the group of  the Buyer’s computers connected to each other through cables and allowing the  transmission of data and instructions, which can be used by all of the  Buyer’s computers so linked.                                                                                                                        |
|       |       | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.7      |       | **“Server”**means the computer  dedicated to the administration of a Network and on which the Airbus CBT is  installed and can be reached through the Network**.**                                                                                                                                                                                    |
|       |       | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.8      |       | **“Technical  Specification”**means  either the “Airbus CBT Workstation Technical Specification” or the  “Airbus CBT Server Technical Specification”, as applicable.                                                                                                                                                              |
|       |       | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.9      |       | **“Intranet”**means the Buyer’s  private and local Network using the same technical protocols as internet but  which is not open to public connection.                                                                                                                                                                                           |
|       |       | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.10     |       | **“Extranet”**means the network  constituted of an external Intranet, allowing communication between the Buyer  and certain defined external entities.                                                                                                                                                                                                |
|       |       | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.11     | ** ** | **“User Guide”**means the  documentation, which may be in electronic format, designed to assist the  Buyer to use the Airbus CBT.                                                                                                                                                                                                                     |
|       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                      |
| 1.1.12     |       | **“Term”**has the meaning ascribed thereto in Clause 4 of this Airbus CBT  Licence.                                                                                                                                                                                                                                                                   |

 

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| **1.2**    |   | Capitalised terms used herein and not otherwise  defined in this Airbus CBT Licence shall have the meaning assigned thereto in  this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **1.3**    |   | Any and all hardware required for the operation of  the Airbus CBT is not part of the Airbus CBT and shall be procured under  the sole responsibility of the Buyer. The Seller shall not be responsible for  any incompatibility of such hardware with the Airbus CBT.                                                                                                                                                                                                                                                                                                                                                           |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **2**      |   | **GRANT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |   | The Seller grants the Buyer the right, pursuant to  the terms and conditions herein, to use the Airbus  CBT for the Term of this Airbus  CBT Licence.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **3**      |   | **COPIES**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |   | Use of the Airbus CBT is limited to the number of  copies delivered by the Seller to the Buyer and to the medium on which the  Airbus CBT is delivered. No reproduction shall be made without the prior  written consent of the Seller. Notwithstanding the above, specific rights as  detailed hereafter shall be granted for respectively the Airbus CBT Software  and the Airbus CBT Courseware.                                                                                                                                                                                                                              |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **3.1**    |   | **Airbus CBT Software**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |   | The Buyer shall be permitted to copy the Airbus CBT Software for back-up and  archiving purposes and for loading of the Airbus  CBT Software exclusively on the Buyer’s workstations or Server, as  applicable. In such cases, the Buyer shall advise the Seller in writing of  the number of any copies made. Any other copy for any other purpose is  strictly prohibited.                                                                                                                                                                                                                                                |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **3.2**    |   | **Airbus CBT Courseware**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |   | The Buyer shall be permitted to copy the Airbus CBT  Courseware for the sole purpose of internal training of the Buyer’s  personnel, explicitly such copies shall be used by the Buyer’s employees only  on their laptops for training purposes.                                                                                                                                                                                                                                                                                                                                                                       |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |   | In such cases, the Buyer shall advise the Seller in  writing of the number of copies made and shall cause its employees to  strictly comply with the conditions of use and the confidentiality provisions  of this Airbus CBT Licence. In particular, the Buyer’s employees shall agree  to use such copy for training purposes only and to make no additional copy.  The Buyer shall further ensure that any copy provided to an employee is  returned to the Buyer either upon request by the Buyer or upon termination of  the employment of the employee. Any other copy for any other purpose is  strictly prohibited. |
|       |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **3.3**    |   | Any copy made by the Buyer shall be performed under  the sole responsibility of the Buyer The Buyer agrees to reproduce the  copyright and other notices as they appear on or within the original media on  any copies that the Buyer makes of the  Airbus CBT Software or the Airbus CBT Courseware. The Seller shall not  provide revision service for any copies made.                                                                                                                                                                                                                                                        |

 

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| **4**      | ** ** | **TERM**                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |       | The rights under this Airbus CBT Licence shall be  granted to the Buyer for as long as the Buyer operates or owns the Seller’s  Aircraft model to which the Airbus CBT Software  and the Airbus CBT Courseware apply  (“the Term”). At the end of the Term, the Buyer shall return the Airbus CBT and any copies thereof to the  Seller, accompanied by a note certifying that the Buyer has returned all  existing copies. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **5**      | ** ** | **PERSONAL ON-SITE LICENCE**                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |       | The sole right granted to the Buyer under this  Airbus CBT Licence is the right to use the Airbus CBT. The Airbus CBT Licence  is personal to the Buyer, for its own internal use, and is non-exclusive.  Save with the prior written consent of the Seller, the Buyer shall not assign  or transfer this Airbus CBT Licence to any third party.                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **6**      | ** ** | **CONDITIONS OF USE**                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| **6.1**    |       | The Buyer shall:                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** ** |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                     | do its utmost to maintain the Airbus CBT and the  relating documentation in good working condition, in order to ensure the  correct operation thereof; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                     | use the Airbus CBT in accordance with such  documentation and the User Guide, and ensure that the staff using the Airbus  CBT has received the appropriate training; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                     | use the Airbus CBT exclusively in the technical  environment defined in the Technical Specification, except as otherwise  agreed in writing between the parties; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                     | use the Airbus CBT for its own internal needs and on  its Network, when technically possible, only and exclusively on the machine  referenced and the site declared; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                     | not transmit the Airbus  CBT electronically by any means, nor use the Airbus CBT on either the internet, Intranet or Extranet; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                     | not alter, reverse engineer, modify or adapt the  Airbus CBT, or integrate all or part of the Airbus CBT in any manner  whatsoever into another software product; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                     | not correct the Airbus CBT, except that such  correction right may exceptionally be granted to the Buyer by the Seller in  writing; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                     | not translate, disassemble or decompile the Airbus  CBT Software or create a software product derived from the Airbus CBT  Software; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                     | not attempt to or authorise a third party to  discover or re-write the Airbus CBT source codes in any manner whatsoever; |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                     | not delete any identification or declaration  relative to the intellectual property rights, trademarks or any other information  related to ownership or intellectual property rights provided in the Airbus  CBT by the Seller; |

 

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|            |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | not pledge, sell, distribute, grant, sub-license  (without the prior written consent of the Seller), lease, lend, whether on a  free-of-charge basis or against payment, or permit access on a time-sharing  basis or any other utilisation of the Airbus CBT, whether in whole or in  part, for the benefit of a third party;                                                                                                                  |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |       | ·                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | other than pursuant to or an assignment or transfer  of this Airbus CBT Licence to which the Seller has given its express consent,  not permit any third party to use the Airbus CBT in any manner, including but  not limited to, any outsourcing, loan, commercialisation of the Airbus CBT or  commercialisation by merging the Airbus CBT into another software or adapting  the Airbus CBT, without prior written consent from the Seller. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |       | The Seller shall be entitled, subject to providing  reasonable prior written notice thereof to the Buyer and subject to any such  inspections not disturbing the Buyer’s or the Operator’s (as applicable) work  or operations, to come and verify in the Buyer’s facilities whether the  conditions specified in this Airbus CBT License are respected. This shall not  however commit the responsibility of the Seller in any way whatsoever.                                                                                                                                                                                                                   |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **6.2**    | ** ** | **Use of the Airbus  CBT Software**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |       | Notwithstanding Clause 6.1 above, the Buyer shall  use the Airbus CBT Software for the  exclusive purpose of, for the student delivery mode:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | rostering students for one or several courses  syllabi in order to follow students’ progression,                                                                                                                                                                                                                                                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | rearranging courses syllabi or creating new ones  using available courseware modules.                                                                                                                                                                                                                                                                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |       | However, the Seller disclaims any responsibility  regarding any course(s) that may be modified or rearranged by the Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **6.3**    | ** ** | **Use of the Airbus  CBT Courseware**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |       | Notwithstanding Clause 5 above, the Buyer shall use  the Airbus CBT Courseware for the  exclusive purpose of performing training of its personnel, or of third party  personnel contracted to perform maintenance work on the Buyer’s Aircraft on  behalf of the Buyer. Such training shall be performed exclusively at the  Buyer’s facility.                                                                                                                                                                                                                                                                                                                         |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **7**      | ** ** | **PROPRIETARY RIGHTS AND NON DISCLOSURE**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |       | The Airbus CBT Software  and Airbus CBT Courseware, the  copyrights and any and all other author rights, intellectual, commercial or  industrial proprietary rights of whatever nature in the Airbus CBT Software and Airbus CBT Courseware are and shall  remain with the Seller and/or its Affiliates or suppliers, as the case may  be. The Airbus CBT Software and Airbus CBT Courseware and their contents  are designated as confidential. The Buyer shall not take any commercial  advantage by copy or presentation to third parties of the Airbus CBT Software, the documentation,  the Airbus CBT Courseware, and/or  any rearrangement, modification or copy thereof. |
|            |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |  |

 

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The Buyer acknowledges the Seller’s proprietary rights in the Airbus CBTand undertakes not to disclose the AirbusCBT Software or Airbus CBT Courseware or parts thereof or their contents to any third partywithout the prior written consent of the Seller. Insofar as it is necessary todisclose aspects of the Airbus CBT Software and Airbus CBT Courseware to theBuyer’s personnel, such disclosure is permitted only for the purpose for whichthe Airbus CBT Software and Airbus CBT Courseware aresupplied to the Buyer under the present Airbus CBT Licence.

**8**                                        **WARRANTY**

**8.1**                              The Seller warrants that the Airbus CBT isprepared in accordance with the state of art at the date of its conception.Should the Airbus CBT be found to contain any non-conformity or defect, theBuyer shall promptly notify the Seller thereof and the sole and exclusiveliability of the Seller under this Clause 8.1 shall be to correct the same atits own expense.

**8.2**                              THE WARRANTIES,OBLIGATIONS AND LIABILITIES OF THE SELLER AND/OR ITS SUPPLIERS AND REMEDIES OFTHE BUYER SET FORTH IN THE AIRBUS CBT LICENCE ARE EXCLUSIVE AND IN SUBSTITUTIONFOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES,OBLIGATIONS AND LIABILITIES OF THE SELLER AND/OR ITS SUPPLIERS AND RIGHTS,CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER AND/OR ITS SUPPLIERSEXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANYNON-CONFORMITY OR DEFECT IN THE AIRBUS CBT DELIVERED UNDER THIS AGREEMENTINCLUDING BUT NOT LIMITED TO:

(A)           ANYWARRANTY AGAINST HIDDEN DEFECTS;

(B)             ANYIMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

(C)             ANYIMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGEOF TRADE;

(D)            ANYOBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY, WHETHER CONTRACTUAL OR DELICTUALAND WHETHER OR NOT ARISING FROM THE SELLER’S AND/OR ITS SUPPLIERS’ NEGLIGENCE,ACTUAL OR IMPUTED; AND

(E)              ANYOBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANYAIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF OR THE AIRBUS CBTDELIVERED HEREUNDER.

THE SELLER AND/ORITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY, HOWSOEVER ARISING, FORLOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, ORCONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN THEAIRBUS CBT DELIVERED UNDER THIS AGREEMENT.

FOR THE PURPOSES OF THIS CLAUSE 8.2, “THE SELLER” SHALL INCLUDE THESELLER, AND ITS AFFILIATES.

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NOTHING IN THIS CLAUSE 8 SHALL CONSTITUTE A WAIVER, RELEASE ORRENUNCIATION BY THE BUYER OR ANY AFFILIATE OF THE BUYER OF ANY EXPRESSOBLIGATIONS OR LIABILITIES OWED BY ANY SUPPLIER OR ANY AFFILIATE OF THE SELLERTO THE BUYER OR ITS AFFILIATE PURSUANT TO ANY AGREEMENT BETWEEN SUCH SUPPLIEROR SUCH AFFILIATE OF THE SELLER AND THE BUYER OR ITS AFFILIATE.

THE PROVISIONS OF THIS CLAUSE 8.2SHALL BE WITHOUT PREJUDICE TO THE PROVISIONS OF CLAUSE 12.5, CLAUSE 14.9 ANDCLAUSE 14.11 OF THE AGREEMENT, CLAUSES 5.4 AND 6.9.6 OF EXHIBIT “H” TO THEAGREEMENT AND CLAUSE 11 OF ANY SOFTWARE LICENSE AND THE OBLIGATIONS OF THESELLER EXPRESSLY PRESERVED THEREUNDER.

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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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 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 2200 (iSpec2200) Information Standards for Aviation Maintenance  (Revision 2005 or latest applicable) 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 200/2000  Specification, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **17.2**   | ** ** | **Supplier Compliance**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       | The Seller shall monitor Supplier compliance with  support commitments defined in the Supplier Product Support Agreements and  shall take remedial action together with the Buyer and/or Operators if  requested by the Buyer and/or Operators.                                                                                                                                                                                                                                                                                                                                                                                        |

 

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| **18**   | ** ** | **BUYER FURNISHED EQUIPMENT**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|----------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **18.1** | ** ** | **Administration**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 18.1.1   |       | With respect to each Aircraft, without additional  charge, the Seller shall provide for the installation and testing of those  items of equipment which are identified in the Specification as being  furnished by the Buyer**(“Buyer Furnished  Equipment” or “BFE”)**, provided that they are referred to in the  Airbus BFE Catalog of Approved Suppliers by Products valid at time of  ordering of the concerned BFE.                                                                                                                                                               |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |       | The Seller shall advise the Buyer of the dates by  which, in the planned release of engineering for the relevant Aircraft, the  Seller requires a written detailed engineering definition including the  description of the dimensions and weight of BFE, the information related to  its certification and information necessary for the installation and  operation thereof. The Buyer shall furnish such detailed description and  information by the dates so specified. Such information, dimensions and  weights shall not thereafter be revised unless authorised by a Specification  Change Notice. |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |       | The Seller shall also furnish in due time to the  Buyer a schedule of dates and indication of shipping addresses for delivery  of BFE and, where requested by the Seller, additional spare BFE to permit  installation in the relevant Aircraft and delivery of the relevant Aircraft  in accordance with the delivery schedule. The Buyer shall provide such  equipment by such dates in a serviceable condition, in order to allow  performance of any assembly, test, or acceptance process in accordance with  the industrial schedule.                                                                 |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |       | The Buyer shall also provide, when requested by the  Seller, at AIRBUS FRANCE S.A.S. works in TOULOUSE (FRANCE) adequate field  service including support from BFE suppliers to act in a technical advisory  capacity to the Seller in the installation, calibration and possible repair  of any BFE.                                                                                                                                                                                                                                                                                                       |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 18.1.2   |       | The Seller shall be entitled to refuse any item of  BFE which it considers incompatible with the Specification, the above  mentioned engineering definition or the certification requirements.                                                                                                                                                                                                                                                                                                                                                                                                              |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 18.1.3   |       | The BFE shall be imported into FRANCE by the Buyer  under a suspensive customs system (“Régime de l’entrepôt industriel pour  fabrication coordonnée”) without application of any French tax or customs  duty, and shall be Delivered Duty Unpaid (DDU) according to the Incoterms  definition.                                                                                                                                                                                                                                                                               |

 

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|          |       | Shipping Addresses:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|----------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |       | AIRBUS FRANCE S.A.S.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |       | 316 Route de Bayonne                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |       | 31300 TOULOUSE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |       | FRANCE                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |       | as provided in Clause 18.1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 18.1.4   |       | If the Buyer requests the Seller to supply directly  certain items which are considered as BFE according to the Specification and  if such request is notified to the Seller in due time in order not to affect  the Scheduled Delivery Month of the relevant Aircraft, the Seller may agree  to order such items subject to the execution of a Specification Change Notice  reflecting the effect on price, escalation adjustment, and any other  conditions of this Agreement. In such a case the Seller shall be entitled to  the payment of a reasonable handling charge and shall bear no liability in  respect of delay and product support commitments for such items which shall  be the subject of separate arrangements between the Buyer and the relevant  supplier. |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **18.2** | ** ** | **Aviation Authorities’ Requirements**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |       | The Buyer is responsible for, at its expense, and  warrants that BFE shall be manufactured by a qualified supplier, shall meet  the requirements of the applicable Specification, shall comply with  applicable requirements incorporated by reference to the Type Certificate and  listed in the Type Certificate Data Sheet, shall be approved by the EASA and  the Designated Authorities delivering the Export Certificate of Airworthiness  and by the Buyer’s Aviation Authority for installation and use on the  Aircraft at the time of Delivery of such Aircraft.                                                                                                                                                                                                 |

 

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| **18.3** | ** ** | **Buyer’s Obligation and Seller’s Remedies**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|----------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 18.3.1   |       | Any delay or failure in complying with the foregoing  warranty or in providing the descriptive information or service  representatives mentioned in Clause 18.1 or in furnishing the BFE in  serviceable condition at the requested delivery date or in obtaining any  required approval for such equipment under the above mentioned Aviation  Authorities regulations may delay the performance of any act to be performed  by the Seller, and cause the Final Price of the relevant Aircraft to be  adjusted in accordance with the updated delivery schedule and to include in  particular the amount of the Seller’s additional reasonable costs,  attributable to such delay or failure such as storage, taxes, insurance and  costs of out-of sequence installation. |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 18.3.2   |       | Further, in any such event, the Seller may:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | select, purchase and install an equipment similar to  the involved one, in which event the Final Price of the affected Aircraft  shall also be increased by the purchase price of such equipment plus  reasonable costs and expenses incurred by the Seller for handling charges,  transportation, insurance, packaging and if so required and not already  provided for in the price of the relevant Aircraft for adjustment and  calibration; or |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|     |       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | if the BFE shall be so delayed by more than thirty  (30) days after the date specified by the Seller for the delivery of such  Buyer Furnished Equipment, or unapproved within thirty (30) days after the  date specified by the Seller for the delivery of such Buyer Furnished  Equipment (and in each case, unless the Seller is in a position to allow,  with no costs to the Seller, a longer delay period) deliver the relevant  Aircraft without the installation of such equipment, notwithstanding the  terms of Clause 7 insofar as it may otherwise have applied, and the  Seller shall thereupon be relieved of all obligations to install such  equipment. The Buyer may also elect to have the relevant Aircraft so  delivered. |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **18.4** | ** ** | **Title and Risk of Loss**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|     |       | Title to and risk of loss of any BFE shall at all  times remain with the Buyer except that risk of loss (limited to cost of  replacement of said BFE and excluding in particular loss of use) shall be  with the Seller for as long as such BFE shall be under the care, custody and  control of the Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

 

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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 Agreement 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 Agreement. |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 19.1.2   |       | The Buyer shall, except in case of Gross Negligence  of the Seller, its Affiliates or any of their respective 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 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 Agreement and/or Ground Training  Services |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |       | The indemnity in Clause 19.1.2 shall not apply with  respect to the Seller’s legal liability to any person other than the Buyer,  its directors, officers, agents or employees arising out of an accident  caused solely by a product defect in the Aircraft.                                                                                                                                                                                                        |

 

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| **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 Affiliates or any of their respective  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 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: |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | (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.                                                                                                                                                                                                                                                     |

 

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| **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  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 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 to be named as additional insureds  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 an additional coverage in respect of  War and Allied Perils Third Parties Legal Liabilities Insurance; and |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |   |
|     |       | (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. |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |       | Any applicable deductible shall be borne by the  Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |       | With respect to the above policies, the Buyer shall  furnish to the Seller, not less than seven (7) Working Days prior to the  start of any such training period, certificates of insurance 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:                                                                                                                                                      |
|          |            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |  |  |

 

 

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|          |       | (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) days (but seven (7) 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 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  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. |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **19.7** | ** ** | **Participation Agreement**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|     |       | With respect to each Aircraft, the provisions of  Clause 19 are subject to the provisions of Clause 3 of any Participation  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

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| **20**   | ** ** | **TERMINATION**                                                                                                                                                                                                                                                                                                       |
|----------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                            |
| **20.1** | ** ** | **Termination for Insolvency**                                                                                                                                                                                                                                                                                        |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                            |
|     |       | In the event [***]:                                                                                                                                                                                                                                                                                                   |
|     |       |                                                                                                                                                                                                                                                                                                                  |
|     |       | (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 least [***] days; or |
|     |       |                                                                                                                                                                                                                                                                                                                  |   |
|     |       | then the other party may, to the full extent  permitted by law, by written notice, terminate all or part of this Agreement.                                                                                                                                                                                           |
|     |       |                                                                                                                                                                                                                                                                                                                  |
| **20.2** | ** ** | **Termination for Non-Payment of Predelivery  Payments**                                                                                                                                                                                                                                                              |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                            |
|     |       | If for any Aircraft the Buyer fails to make any  Predelivery Payments at the time, in the manner and in the amount specified  in Clause 5.3 and such delay continues for [***]  Working Days the Seller may, by written notice, terminate all or part of this  Agreement with respect to undelivered Aircraft.        |
|     |       |                                                                                                                                                                                                                                                                                                                  |
| **20.3** | ** ** | **Termination for Failure to Take Delivery**                                                                                                                                                                                                                                                                          |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                            |
|     |       | If the Buyer fails to comply with its obligations as  set forth under Clause 8 and/or Clause 9, or fails to pay the Final Price of  the Aircraft, the Seller shall have the right to put the Buyer on notice to  do so within a period of [***]  Working Days after the date of deemed delivery of such notification. |
|     |       |                                                                                                                                                                                                                                                                                                                  |
|     |       | If the Buyer has not cured such default within such  period of [***] Working Days after  the date of deemed delivery of such notification, the Seller may, by written  notice, terminate all or part of this 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 termination of all or part of this Agreement shall be  borne by the Buyer.                                                                                  |

 

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|          |       | [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|----------|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **20.4** | ** ** | **Not Applicable**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **20.5** | ** ** | **General**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 20.5.1   |       | To the full extent permitted by law, the termination  of all or part of this Agreement pursuant to Clauses 20.1, 20.2, 20.3 and 20.4  shall become effective immediately upon receipt by the [***] of the notice of termination sent  by the [***] without it being  necessary for [***] to take any  further action or to seek any consent from the [***] or any court having jurisdiction.                                                                                                                                                                                                                                                                                             |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.5.2   |       | The right for [***]  under Clause 20.1 and for the Seller under Clauses 20.2, 20.3, and 20.4 to  terminate all or part of this Agreement shall be without prejudice to any  other rights and remedies available to [***]  to seek termination of all or part of this Agreement before any court having  jurisdiction pursuant to any failure by the [***]  to perform its obligations under this Agreement.                                                                                                                                                                                                                                                                              |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.5.3   |       | If [***]  taking the initiative of terminating this Agreement decides to terminate part  of it only, the notice sent to the [***]  shall specify those provisions of this Agreement which shall be terminated.                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.5.4   |       | In the event of termination of this 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 Agreement or by law, shall  retain all Predelivery Payments, commitment fees, option fees and any other  moneys paid by the Buyer to the Seller under this Agreement and corresponding  to the Aircraft, services, data and other items covered by such termination.                                                                                                                                                             |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 20.5.5   |       | In the event of termination of this Agreement by the  Buyer following an event relative to the Seller under sub-Clause 20.1, the  Seller, without prejudice to any other rights and remedies available under  this Agreement or by law, shall reimburse an amount equal to all Predelivery  Payments paid by the Buyer to the Seller under this Agreement and  corresponding to any undelivered Aircraft covered by such termination,  together with interest thereon at [***] for the period from date of receipt  to each such predelivery payments, commitment fees, option fees and any other  monies paid by the Buyer to the Seller under this Agreement to date of  reimbursement |

 

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| **21**   | ** ** | **ASSIGNMENTS AND TRANSFERS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|----------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21.1     | ** ** | **Assignments by Buyer**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |       | Except as hereinafter provided, the Buyer may not  sell, assign, novate or transfer its rights and obligations under this  Agreement to any person without the prior written consent of the Seller,  which shall not unreasonably be withheld.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 21.1.1   | ** ** | **Assignments for Predelivery Financing**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |       | [***] The Buyer shall be entitled to assign its  rights under this Agreement in whole or in part at any time in order to  provide security for the financing of any Predelivery Payments subject to  such assignment being in form and substance acceptable to the Seller [***].                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 21.1.2   | ** ** | **Assignments for Delivery Financing**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |       | The Buyer shall be entitled to assign its rights  under this Agreement at any time in connection with the financing of its  obligation to pay the Final Price subject to such assignment being in form  and substance acceptable to the Seller acting reasonably.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 21.2     | ** ** | **Assignments by Seller**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |       | [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 21.2.1   | ** ** | **Transfer of Rights and Obligations upon  Restructuring**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| * * | ** ** | In the event that the Seller is subject to a  corporate restructuring (the “Restructuring”) having as its object the  transfer of, or succession by operation of law in, all or a substantial part  of its assets and liabilities, rights and obligations, including those  existing under this Agreement, to a person (“**the  Successor**”) 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, provided that the Buyer’s rights and obligations are not adversely  affected by such Restructuring. The Buyer recognises that succession of the  Successor to this Agreement by operation of law, which is valid under the law  pursuant to which that succession occurs, shall be binding upon the Buyer***.*** |
| * * | ** ** | *** ***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 21.3     | ** ** | **Assignment in Case of Lease or Sale**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 21 .3.1  |       | In the context of the lease or sale of any Aircraft  by the Buyer, and subject to the consent of the Seller, which consent shall  not be unreasonably withheld (and shall be granted where the conditions  referred to in clause 21.3.2 are satisfied) :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     |       | (a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | the Buyer’s rights with respect to such Aircraft  under Clauses 12, 13, 17 and 20 of this Agreement and any allocations of  field assistance, training and training aids under Clauses 15 and 16  (including without limitation the Airbus CBT Licence pursuant thereto) and of  manuals and technical publications under Clause 14 (including without  limitation the Software Licence pursuant |

 

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|          |       |                                                                                                                                                                                                                                                                                                                                                                                                                    | thereto) of this Agreement which are specific to an  Aircraft or which are otherwise specified in this Agreement as being for the  benefit of an Operator may be transferred (subject to consultation with the  Seller on the nature of training and training aids to be transferred under  Clauses 15 and 16) to the benefit of such Operator or purchaser ; and                                                                     |
|----------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |       | (b)                                                                                                                                                                                                                                                                                                                                                                                                                     | the Buyer may also delegate certain of its rights  under Clauses 8 (Acceptance) and 9 (Delivery) to any such Operator or  purchaser ; and                                                                                                                                                                                                                                                                                             |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |       | (c)                                                                                                                                                                                                                                                                                                                                                                                                                     | the Buyer may also sub-licence to any such Operator  its rights under any Airbus CBT Licence or Software Licence entered into  pursuant to this Agreement ; and                                                                                                                                                                                                                                                                       |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |       | (d)                                                                                                                                                                                                                                                                                                                                                                                                                     | for the purposes of such assignment, transfer or  delegation, the Buyer may disclose to the Operator or purchaser the  provisions of clauses 8, 9, 12, 13, 14, 15, 16, 17, 19 and 21 in so far as  the same relate to such assignment, transfer or delegation                                                                                                                                                                         |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 21 .3.2  |       | Any assignment under this Clause 21 .3 shall be  subject to all of the following conditions :                                                                                                                                                                                                                                                                                                                           |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |       | (1)                                                                                                                                                                                                                                                                                                                                                                                                                     | that the assignee agrees , in a form reasonably  satisfactory to the Seller (and Seller agrees that execution by the Buyer and  an Operator of an Assignment of Airframe Warranty and Support Rights and a  Participation Agreement will fulfill this requirement), to be bound by all  relevant terms , conditions and limitations of this Agreement (including  without limitation Clauses 12 , 13, 14, 15, 16, 17, 19 and 21), and |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |       | (2)                                                                                                                                                                                                                                                                                                                                                                                                                     | that no assignment or transfer by the Buyer pursuant  to this Clause 21 .3 shall subject the Seller to any liability, increased  risk, costs or expenses to which it would not otherwise be subject hereunder  or modify in any way the Seller’s contractual rights hereunder, and                                                                                                                                               |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |       | (3)                                                                                                                                                                                                                                                                                                                                                                                                                     | no further assignment or transfer is permitted  except in accordance with the provisions of this sub-Clause .                                                                                                                                                                                                                                                                                                                         |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                    |                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |       | Provided that the above conditions are met, the  Buyer shall be released from the obligations and liabilities of the Buyer so  assumed by the Buyer’s assignee.                                                                                                                                                                                                                                                    |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **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. |

 

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| **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 Working Day notice shall be deemed to have been  received on the first following Working Day, shall be deemed to be the  effective date of such notice or request. |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |       | Seller’s address for notices is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |       | AIRBUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |       | Attention : Vice-President Contracts                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |       | [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |       | FranceFax: + [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|     |       | Tel : + [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |

 

112

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|          |       | Buyer’s address for notices is:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|----------|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       | [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       | Attention: [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       | [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       | Fax: + [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       | Tel : + [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       | 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 Agreement, or to exercise any right herein  provided, or to require at any time performance by the other party of any of  the provisions hereof, shall in no way be construed to be a present or future  waiver of such provisions nor in any way to affect the validity of this  Agreement, or any part 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 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 Agreement shall be governed by and construed in  accordance with the laws of England.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| * * |       | Any dispute arising out of or in connection with  this Agreement shall be within the exclusive jurisdiction of the Courts of  England.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| * * |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 22.5     |       | The Seller appoints **Airbus UK  Ltd,**New Filton House, Filton, Bristol, United Kingdom (fax: [***]) as its process agent to be served  with court documents relating to this Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|     |       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|     |       | The Seller agrees that if its process agent does not  notify it about any court documents served on it, this will not affect the  proceedings concerned. The Seller shall forthwith notify the Buyer of any  change in the identity or address of its process agent.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       | The Seller agrees that court documents can be served  on its process agent by faxing, posting or hand delivery a copy to such  process agent at the address above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       | The Buyer appoints Norose  Notices Limited, Attention of Director of Administration at the address of  its registered office from time to time (currently Kempson House, Camomile  Street, London EC3A 7AN) Reference LN03751 as  its process agent to be served with court documents relating to this  Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|     |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|     |       | The Buyer agrees that if its process agent does not  notify it about any court documents served on it, this will not affect the  proceedings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

113

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|        |       | concerned. The Buyer shall forthwith notify the  Seller of any change in the identity or address of its process agent.                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |       | The Buyer agrees that court documents can be served  on its process agent by faxing, posting or hand delivery a copy to such  process agent at the address above.                                                                                                                                                                                                                                                                                                                                                              |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 22.6   | ** ** | **Contracts (Rights of Third Parties) Act 1999**                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |       | The parties do not intend that any term of this  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 Agreement.                                                                                                                                                                                                                                                                                                                      |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |       | Subject only to Clause 21, the parties may rescind,  vary, waive, release, assign, novate or otherwise dispose of all or any of  their respective rights or obligations under this Agreement in accordance  with the terms hereof without the consent of any person who is not party to  this Agreement.                                                                                                                                                                                                                       |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 22.7   | ** ** | **International Supply Contract**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |       | The Buyer and the Seller recognise that this  Agreement is an international supply contract which has been the subject of  discussion and negotiation, that all its terms and conditions are fully  understood by the parties, and that the Specification and price of the  Aircraft and the other mutual agreements of the parties set forth herein were  arrived at in consideration of, inter alia, all 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 transaction                                                                                                                                                                                                                                                                                                                                                            |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 22.8   | ** ** | **Severability**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |       | In the event that any provision of this Agreement  should for any reason be held ineffective, the remainder of this Agreement shall  remain in full force and effect. To the extent permitted by applicable law,  each party hereto hereby waives any provision of law which renders any  provision of this Agreement prohibited or unenforceable in any respect.                                                                                                                                                              |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 22.9   | ** ** | **Alterations to Contract**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |       | This Agreement contains the entire agreement between  the parties with respect to the subject matter hereof and supersedes any  previous understandings, commitments or representations whatsoever oral or  written in respect thereto. This Agreement shall not be varied except by an  instrument in writing of date even herewith or subsequent hereto executed by  both parties or by their duly authorised representatives.                                                                                               |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 22.10  | ** ** | **Language**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |       | All correspondence, documents and any other written  matters in connection with this Agreement shall be in English                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| 22.11  | ** ** | **Counterparts**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

114

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|        |       | This Agreement has been  executed in two (2) original copies. Notwithstanding the above, this  Agreement 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 Agreement.                                                                                                                                                                                                                                            |
|--------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 22.12  | ** ** | **Confidentiality**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |       | This Agreement including any Exhibits, other  documents or data exchanged between the Buyer and the Seller for  the fulfilment of their respective obligations under the Agreement  shall be treated by both parties as confidential and shall not be released in  whole or in part to any third party except a) as may be required by law, b)  to its members and their shareholders provided that such members and their  shareholders sign or have signed a non disclosure agreement or c) to  professional 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 hereof or of any future  addendum hereto without the prior written consent of the other party hereto. |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |       | —                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | that any and all terms and conditions of the  transaction contemplated in this Agreement are strictly personal and  exclusive to the Buyer, including in particular, but not limited [***]. The Buyer therefore agrees to  enter into consultations with the Seller reasonably in advance of any  required disclosure of Personal Information to a) financial institutions,  including investment banks and their agents or other relevant institutions  for aircraft sale and leaseback or any other Aircraft or Predelivery Payment  financing purposes or b) to any proposed purchaser, assignee or transferee in  connection with any sale, assignment, novation or transfer under Clause 21.1  hereof (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)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | [***] |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |       | (iv)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | the signature of a non-disclosure agreement by the  Receiving Party |
|   |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |       | Furthermore, the Buyer shall use its best reasonable  efforts to limit the disclosure of the contents of this 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 Agreement for a period of five (5) years.                                                                                                                                                                                                                                                                                                                                                                                                                                              |

 

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|            | **IN WITNESS WHEREOF**this  Agreement was entered into the day and year first above written. |
|------------|----------------------------------------------------------------------------------------------|
| ** ** |                                                                                         |   |
|       | For and on behalf of                                                                         | For and on behalf of |
|       |                                                                                         |   |
| ** ** | **AERCAP IRELAND LTD**                                                                       | **AIRBUS S.A.S.** |
| ** ** | ** **                                                                                   | ** ** |
|       | Name:                                                                                        | Name: |
|       |                                                                                         |   |
|       |                                                                                         |   |
|       |                                                                                         |   |
|       | Title:                                                                                       | Title: |
|       |                                                                                         |   |
|       |                                                                                         |   |
|       |                                                                                         |   |
|       | Name:                                                                                        | Name: |
|       |                                                                                         |   |
|       |                                                                                         |   |
|       | Title:                                                                                       | Title: |

 

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**EXHIBIT A**

**E X H I B I T    A -1**

**S P E C IF I C A T I O N**

The A330-200 StandardSpecification is contained in a separate folder.

1

----

**A330-200Baseline Specification**
| EPAC N°  |         | TITLE                                                                                                                                      |         | PRICE, USD DC  01/06,  per a/c |         | COMMENTS                                                                                                   |
|---------------|--------------|--------------------------------------------------------------------------------------------------------------------------------------------|--------------|-------------------------------------|--------------|------------------------------------------------------------------------------------------------------------|
| *ATA02*       | * *     | *GENERAL REQUIREMENTS*                                                                                                                     | * *     | * *                            | * *     | * *                                                                                                   |
|          |         |                                                                                                                                       |         |                                |         |                                                                                                       |
| 02.10.137/01  |         | FAA type certificate                                                                                                                       |         | NC                                  |         |                                                                                                       |
| 02.10.134/05  |         | Compliance with JAR OPS 1 - subpart K&L  requirements                                                                                  |         | [***]                               |         |                                                                                                       |
| 02.10.130     |         | 14/15 knots tailwind certification (PW / RR or GE  engines) at take off                                                                    |         | [***]                               |         |                                                                                                       |
| 02.10.134/16  |         | Compliance status with FAR 121 subpart J and K  requirements                                                                               |         | [***]                               |         |                                                                                                       |
|          |         |                                                                                                                                       |         |                                |         |                                                                                                       |
| 02.40.101/01  |         | External livery                                                                                                                            |         | in A/F price                        |         | Standard Livery (1 colour for background, 2 colours  for decoration, Primer & top coat, Linear Design) |
| ***ATA03***   | *** *** | ***DESIGN WEIGHTS***                                                                                                                       | *** *** | *** ***                        | *** *** | *** ***                                                                                               |
| 03.20.190/05  |         | DESIGN WEIGHTS MTOW 233 t, MLW 182 t, MZFW 170 t                                                                                           |         | PA                                  |         |                                                                                                       |
| ***ATA11***   | *** *** | ***PLACARDS AND MARKINGS***                                                                                                                |         |                                |         |                                                                                                       |
| 11.00.124/01  |         | Installation of leasing plate on engines                                                                                                   |         | NC                                  |         |                                                                                                       |
| 11.00.124/02  |         | Installation of leasing plate on forward LH  passenger door                                                                                |         | NC                                  |         |                                                                                                       |
| 11.00.124/03  |         | Installation of leasing plate on cockpit rear  partition                                                                                   |         | NC                                  |         |                                                                                                       |
| 11.20.205     |         | Engine Danger area marking in feet and metric                                                                                              |         | NC                                  |         |                                                                                                       |
| 11.30.111/std |         | Exit identifier from Airsigna monolingual                                                                                                  |         | NC                                  |         |                                                                                                       |
| 11.00.131/04  |         | Oxygen supply system label change                                                                                                          |         | NC                                  |         |                                                                                                       |
| 11.35.101/01  |         | Weight indication in kg and lb for cargo  compartments                                                                                     |         | NC                                  |         |                                                                                                       |
| ***ATA23***   | *** *** | ***COMMUNICATIONS***                                                                                                                       | *** *** | *** ***                        | *** *** | *** ***                                                                                               |
| 23.00.100     |         | Installation of Emergency Locator Transmitter (ELT)                                                                                        |         | [***]                               |         |                                                                                                       |
|          |         |                                                                                                                                       |         |                                |         |                                                                                                       |
| IFE           |         | 1-class layout ref. 330.25.20807(318 pax)                                                                                                  |         | [***]                               |         |                                                                                                       |
| IFE GLOBAL    |         | i-PRAM                                                                                                                                     |         | —                              |         |                                                                                                       |
| IFE GLOBAL    |         | PES Music                                                                                                                                  |         | —                              |         |                                                                                                       |
| IFE GLOBAL    |         | PES video system provision                                                                                                                 |         | —                              |         |                                                                                                       |
| IFE GLOBAL    |         | Entertainment/ Video system installation on top of  Video Sytem Provision (OHSC monitors & bulkhead LCD)                               |         | —                              |         |                                                                                                       |
| IFE GLOBAL    |         | Installation of telephone in B/C                                                                                                           |         | —                              |         |                                                                                                       |
| IFE GLOBAL    |         | Installation of PVIS                                                                                                                       |         | —                              |         |                                                                                                       |
|          |         |                                                                                                                                       |         |                                |         |                                                                                                       |
| IFE           |         | Alternate 2-class layout ref 330.25.20804 (305 pax)                                                                                        |         | [***]                               |         |                                                                                                       |
| IFE GLOBAL    |         | Entertainment/Video system installation on top of  Video Sytem Provision (in seat video in B/C + OHSC monitors & bulkhead  LCD in Y/C) |         |                                |         |                                                                                                       |
|          |         |                                                                                                                                       |         |                                |         |                                                                                                       |
| ***ATA24***   | *** *** | ***ELECTRICAL POWER***                                                                                                                     |         |                                |         |                                                                                                       |
| 24.56.134/03  |         | Additional 15kVA galley power supply door 4                                                                                                |         | [***]                               |         |                                                                                                       |
| ***ATA25***   | *** *** | ***EQUIPMENT/FURNISHING***                                                                                                                 |         |                                |         |                                                                                                       |
| CABIN         |         | 1-class layout ref. 330.25.26807(318 pax)                                                                                                  |         | [***]                               |         |                                                                                                       |
| CABIN GLOBAL  |         | Installation of 7 Lavatories (SFE) + 3 provisions                                                                                          |         |                                |         |                                                                                                       |
| CABIN GLOBAL  |         | Installation of 6 galleys wet -galley dry (BFE) + 1  provision                                                                             |         | [***]                               |         |                                                                                                       |
| CABIN GLOBAL  |         | Galley cooling (SFE qty 6)                                                                                                                 |         |                                |         |                                                                                                       |
| CABIN GLOBAL  |         | Installation of 11 C/A seats                                                                                                               |         | [***]                               |         |                                                                                                       |
| CABIN GLOBAL  |         | Installation of 2 full height stowage + 1 VCC (BFE)                                                                                        |         |                                |         |                                                                                                       |
| CABIN GLOBAL  |         | Installation of 7 doghouses (SFE)                                                                                                          |         |                                |         |                                                                                                       |
| CABIN GLOBAL  |         | Installation of partitions (SFE 1)                                                                                                         |         | [***]                               |         |                                                                                                       |
| CABIN GLOBAL  |         | Installation of 6 magazine racks + 15 literature  pockets (SFE)                                                                            |         |                                |         |                                                                                                       |
| CABIN GLOBAL  |         | Installation of 6 baby bassinet (BFE)                                                                                                      |         |                                |         |                                                                                                       |
| CABIN GLOBAL  |         | PSU                                                                                                                                        |         |                                |         |                                                                                                       |
|          |         |                                                                                                                                       |         |                                |         |                                                                                                       |
| CABIN         |         | Alternate 2-class layout ref 330.25.20804 - (B/C 42  pax Y/C 263 pax)                                                                      |         | [***]                               |         |                                                                                                       |
|          |         |                                                                                                                                       |         |                                |         |                                                                                                       |
| 25.21.710     |         | Installation of 110V PED outlets in B/C seats                                                                                              |         | [***]                               |         |                                                                                                       |
| 25.21.750     |         | PED enable/disable function                                                                                                                |         | Incl. in PED                        |         |                                                                                                       |
| 25.67.101/01  |         | Installation of medical outlets                                                                                                            |         | [***]                               |         |                                                                                                       |
|          |         |                                                                                                                                       |         |                                |         |                                                                                                       |
| 25.65.160/01  |         | CABIN EMERGENCY EQUIPMENT                                                                                                                  |         | in cabin                            |         |                                                                                                       |
| 25.23.101/01  |         | INTERIOR COLOUR SPECIFICATION                                                                                                              |         | in cabin                            |         |                                                                                                       |

 

2

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A330-200 Baselinecontinued
| 25.51.100/01 |         | Application of first level of enhanced cargo loading  system |   | [***]  |   |                          |
|--------------|--------------|--------------------------------------------------------------|--------|--------|--------|-------------------------------|
|         |         |                                                         |   |   |   |                          |
| 25.75.235/01 |         | Underfloor crew rest provisions                              |   | [***]  |   |                          |
| ***ATA33***  | *** *** | ***LIGHTS***                                                 |   |   |   |                          |
| 33.50.134/01 |         | EEPMS - Photoluminescent - PER                               |   | [***]  |   |                          |
| ***ATA34***  | *** *** | ***NAVIGATION***                                             |   |   |   |                          |
| 34.20.202/02 |         | Installation of ISIS -                                       |   | [***]  |   |                          |
| 34.43.240    |         | Wiring provisions for T2CAS                                  |   | [***]  |   |                          |
| 34.52.130/01 |         | Wiring provisions for enhanced surveillance                  |   | [***]  |   |                          |
| ***ATA52***  | *** *** | ***DOORS***                                                  |   |   |   |                          |
| 52.10.107/01 |         | Type ‘A’ door                                      |   | [***]  |   | long lead-time item 14 months |
|         | ** **   | **TOTAL  BASELINE SPEC. (USD D/C 1/ 06)**                    |   | [***]  |   |                          |

 

 

3

----

 

**E X H I B I T    A -2**

**S P E C IF I C A T I O N**

The A330-300 StandardSpecification is contained in a separate folder.

4

----

**A330-300Baseline Specification**

** **
| EPAC N°  |         | TITLE                                                                                                                                        |         | PRICE, USD DC  01/06, per a/c |         | COMMENTS                                                                                                    |
|---------------|--------------|----------------------------------------------------------------------------------------------------------------------------------------------|--------------|-------------------------------|--------------|-------------------------------------------------------------------------------------------------------------|
| ***ATA02***   | *** *** | ***GENERAL REQUIREMENTS***                                                                                                                   | *** *** | *** ***                  | *** *** | *** ***                                                                                                |
|          |         |                                                                                                                                         |         |                          |         |                                                                                                        |
| 02.10.137/01  |         | FAA  type certificate                                                                                                                        |         | NC                            |         |                                                                                                        |
| 02.10.134/05  |         | Compliance  with JAR OPS 1 - subpart K&L requirements                                                                                    |         | [***]                         |         |                                                                                                        |
| 02.10.130     |         | 14/15  knots tailwind certification (PW / RR or GE engines) at take off                                                                      |         | [***]                         |         |                                                                                                        |
| 02.10.134/16  |         | Compliance  status with FAR 121 subpart J and K requirements                                                                                 |         | [***]                         |         |                                                                                                        |
| 02.40.101/01  |         | External  livery                                                                                                                             |         | in  A/F price                 |         | Standard  Livery (1 colour for background, 2 colours for decoration, Primer & top  coat, Linear Design) |
| ***ATA03***   | *** *** | ***DESIGN WEIGHTS***                                                                                                                         | *** *** | *** ***                  | *** *** | *** ***                                                                                                |
| 03.20.195/08  |         | DESIGN  WEIGHTS MTOW 233 t, MLW 187 t, MZFW 175 t                                                                                            |         | PA                            |         |                                                                                                        |
| ***ATA11***   | *** *** | ***PLACARDS AND MARKINGS***                                                                                                                  | *** *** | *** ***                  | *** *** | *** ***                                                                                                |
| 11.00.124/01  |         | Installation  of leasing plate on engines                                                                                                    |         | NC                            |         |                                                                                                        |
| 11.00.124/02  |         | Installation  of leasing plate on forward LH passenger door                                                                                  |         | NC                            |         |                                                                                                        |
| 11.00.124/03  |         | Installation  of leasing plate on cockpit rear partition                                                                                     |         | NC                            |         |                                                                                                        |
| 11.20.205     |         | Engine  Danger area marking in feet and metric                                                                                               |         | NC                            |         |                                                                                                        |
| 11.30.111/std |         | Exit  identifier from Airsigna monolingual                                                                                                   |         | NC                            |         |                                                                                                        |
| 11.00.131/04  |         | Oxygen  supply system label change                                                                                                           |         | NC                            |         |                                                                                                        |
| 11.35.101/01  |         | Weight  indication in kg and lb for cargo compartments                                                                                       |         | NC                            |         |                                                                                                        |
| ***ATA23***   | *** *** | ***COMMUNICATIONS***                                                                                                                         | *** *** | *** ***                  | *** *** | *** ***                                                                                                |
| 23.00.100     |         | Installation  of Emergency Locator Transmitter (ELT)                                                                                         |         | [***]                         |         |                                                                                                        |
|          |         |                                                                                                                                         |         |                          |         |                                                                                                        |
| IFE           |         | 1-class  layout IFE ref 330.25.20808 (369 pax)                                                                                               |         | [***]                         |         |                                                                                                        |
|          |         |                                                                                                                                         |         |                          |         |                                                                                                        |
| IFE GLOBAL    |         | i-PRAM                                                                                                                                       |         | —                        |         |                                                                                                        |
| IFE GLOBAL    |         | PES  Music                                                                                                                                   |         | —                        |         |                                                                                                        |
| IFE GLOBAL    |         | PES  video system provision                                                                                                                  |         | —                        |         |                                                                                                        |
|          |         | Entertainment/Video  system installation on top of Video System Provision                                                                    |         |                          |         |                                                                                                        |
| IFE GLOBAL    |         | (OHSC  monitors & bulkhead LCD)                                                                                                          |         | —                        |         |                                                                                                        |
| IFE GLOBAL    |         | Installation  of telephone in B/C                                                                                                            |         | —                        |         |                                                                                                        |
| IFE GLOBAL    |         | Installation  of PVIS                                                                                                                        |         | —                        |         |                                                                                                        |
|          |         |                                                                                                                                         |         |                          |         |                                                                                                        |
| IFE           |         | Alternate  2-class layout ref 330.25.20806 (352 pax)                                                                                         |         | [***]                         |         |                                                                                                        |
| IFE GLOBAL    |         | Entertainment/  Video system installation on top of Video System Provision (in seat video in  B/C + OHSC monitors & bulkhead LCD in Y/C) |         |                          |         |                                                                                                        |
|          |         |                                                                                                                                         |         |                          |         |                                                                                                        |
| ***ATA24***   | *** *** | ***ELECTRICAL POWER***                                                                                                                       | *** *** | *** ***                  | *** *** | *** ***                                                                                                |
| 24.56.134/03  |         | Additional  15kVA galley power supply door 4                                                                                                 |         | [***]                         |         |                                                                                                        |
| ***ATA25***   | *** *** | ***EQUIPMENT/FURNISHING***                                                                                                                   | *** *** | *** ***                  | *** *** | *** ***                                                                                                |
| CABIN         |         | Alternative  1-class layout ref. 330.25.20808 (369 pax)                                                                                      |         | [***]                         |         |                                                                                                        |
| CABIN GLOBAL  |         | Installation  of 7 Lavatories (SFE)                                                                                                          |         |                          |         |                                                                                                        |
| CABIN GLOBAL  |         | Installation  of 6 galleys wet -galley dry (BFE) + 1 provision                                                                               |         | [***]                         |         |                                                                                                        |
| CABIN GLOBAL  |         | Galley  cooling (SFE qty 6)                                                                                                                  |         |                          |         |                                                                                                        |
| CABIN GLOBAL  |         | Installation  of 11 C/A seats                                                                                                                |         | [***]                         |         |                                                                                                        |
| CABIN GLOBAL  |         | Installation  of 2 full height stowage + 1 VCC (BFE)                                                                                         |         |                          |         |                                                                                                        |
| CABIN GLOBAL  |         | Installation  of 7 doghouses (SFE)                                                                                                           |         |                          |         |                                                                                                        |
| CABIN GLOBAL  |         | Installation  of partitions (SFE 2)                                                                                                          |         | [***]                         |         |                                                                                                        |
| CABIN GLOBAL  |         | Installation  of 6 magazine racks + 15 literature pockets (SFE)                                                                              |         |                          |         |                                                                                                        |
| CABIN GLOBAL  |         | Installation  of 6 baby bassinet (BFE)                                                                                                       |         |                          |         |                                                                                                        |
| CABIN GLOBAL  |         | PSU                                                                                                                                          |         |                          |         |                                                                                                        |
|          |         |                                                                                                                                         |         |                          |         |                                                                                                        |
| CABIN         |         | Alternate  Cabin 2-class layout ref 330.25.20806 — (B/C 42 pax Y/C 310 pax)                                                             |         | [***]                         |         |                                                                                                        |
|          |         |                                                                                                                                         |         |                          |         |                                                                                                        |
| 25.21.710     |         | Installation  of 110V PED outlets in B/C seats                                                                                               |         | [***]                         |         |                                                                                                        |
| 25.21.750     |         | PED  enable/disable function                                                                                                                 |         | incl.  in PED                 |         |                                                                                                        |
| 25.67.101/01  |         | Installation  of medical outlets                                                                                                             |         | [***]                         |         |                                                                                                        |

 

5

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A330-300 BaselineSpecification

 
| 25.65.160/01 |         | CABIN EMERGENCY EQUIPMENT                                    |         | in cabin     |         |                          |
|--------------|--------------|--------------------------------------------------------------|--------------|--------------|--------------|-------------------------------|
| 25.23.101/01 |         | INTERIOR COLOUR SPECIFICATION                                |         | in cabin     |         |                          |
| 25.51.100/01 |         | Application of first level of enhanced cargo loading  system |         | [***]        |         |                          |
|         |         |                                                         |         |         |         |                          |
| 25.75.235/01 |         | Underfloor crew rest provisons                               |         | [***]        |         |                          |
| ***ATA33***  | *** *** | ***LIGHTS***                                                 |         |         |         |                          |
| 33.50.134/01 |         | EEPMS - Photoluminescent — PER                          |         | [***]        |         |                          |
| ***ATA34***  | *** *** | ***NAVIGATION***                                             |         |         |         |                          |
| 34.20.202/02 |         | Installation of ISIS -                                       |         | [***]        |         |                          |
| 34.43.240    |         | Wiring provisions for T2CAS                                  |         | [***]        |         |                          |
| 34.52.130/01 |         | Wiring provisions for enhanced surveillance                  |         | [***]        |         |                          |
| ***ATA52***  | *** *** | ***DOORS***                                                  | *** *** | *** *** | *** *** | *** ***                  |
| 52.10.107/01 |         | Type ‘A’ door                                      |         | [***]        |         | long lead-time item 14 months |
|         | ** **   | **TOTAL  BASELINE SPEC. (USD D/C 1/06)**                     |         | [***]        |         |                          |

 

6

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**E X H I B I T   B**

** **

** **

 

**E X H I B I T   B**

** **

** **

 

**F O R M   O F**

**S P E C I F I C A T I O N   C H A N G E  N O T I C E**

7

----

 

**EXHIBIT C**
| **PART 1 —  AIRFRAME PRICE REVISION FORMULA** |
|----------------------------------------------------|
| ** **                                         | ** ** |   |   |
| **1**                                              | **BASIC PRICE** |   |   |
|                                               |   |   |   |
|                                               | The Airframe Basic Price quoted in Clause 3.1 of the  Agreement is subject to adjustment for changes in economic conditions as  measured by data obtained from the US Department of Labor, Bureau of Labor  Statistics, and in accordance with the provisions hereof. |
| ** **                                         | ** ** |   |   |
| **2**                                              | **BASE PERIOD** |   |   |
|                                               |   |   |   |
|                                               | The Airframe Basic Price has been established in  accordance with the average economic conditions prevailing in December 2004,  January 2005, February 2005 and corresponding to a theoretical delivery in  January 2006 as defined by “ECIb” and “ICb” index values indicated hereafter. |
|                                               |   |
|                                               | “ECIb” and “ICb” index values indicated herein shall  not be subject to any revision. |
| ** **                                         | ** ** |   |   |
| **3**                                              | **INDEXES** |
|                                               |   |   |   |
|                                               | Labor Index: “Employment Cost  Index for Workers in Aerospace manufacturing” hereinafter referred to as  “ECI336411W”, quarterly published by the US Department of Labor, Bureau of  Labor Statistics, in “NEWS”, and found in Table 9, “WAGES and SALARIES (not  seasonally adjusted): Employment Cost Indexes for Wages and Salaries for  private industry workers by industry and occupational group”, or such other  name that may be from time to time used for the publication title and/or  table, (Aircraft manufacturing, NAICS Code 336411, base month and year  December 2005 = 100). |
|                                               |   |   |   |
|                                               | The quarterly value released for a certain month  (March, June, September and December) shall be the one deemed to apply for  the two preceding months. |
|                                               |   |   |   |
|                                               | Index code for access on the Web site of the US  Bureau of Labor Statistics: CIU2023211000000I. |
|                                               |   |   |   |
|                                               | Material Index : “Industrial  commodities” (hereinafter referred to as “IC”) as published in “Producer  Price Indexes” (Table 6, |
|                                               |   |
|                                               | Producer price  indexes and percent changes for commodity groupings and individual items).  (Base Year 1982 = 100). |
|                                               |   |
|                                               | Index code for  access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15. |

 

8

----

 
| **4**  | **REVISION FORMULA** |   |                                                                                                                                                                                                        |
|--------|----------------------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                 |   |                                                                                                                                                                                                        |
|   | Pn                   | =      | (Pb + F) x  [([***] (ECIn/EClb)) + ([***] (lCn/lCb))]                                                                                                                                                       |
|   |                 |   |                                                                                                                                                                                                        |
|   | Where                | :      |                                                                                                                                                                                                        |
|   |                 |   |                                                                                                                                                                                                        |
|   | Pn                   | :      | Airframe Basic  Price as revised at the Delivery Date of the Aircraft                                                                                                                                       |
|   |                 |   |                                                                                                                                                                                                        |
|   | Pb                   | :      | Airframe Basic  Price at economic conditions December 2004, January 2005, February 2005  averaged (January 2006 delivery conditions)                                                                        |
|   |                 |   |                                                                                                                                                                                                        |
|   | F                    | :      | ([***] x N x Pb)  where N  =  the calender year of Delivery of the  Aircraft minus 2006                                                                                                           |
|   |                 |   |                                                                                                                                                                                                        |
|   | ECIn                 | :      | the arithmetic  average of the latest published values of the [***] available at the Delivery  Date of the Aircraft for the 11th, 12th and 13th month prior to  the month of Aircraft Delivery    |
|   |                 |   |                                                                                                                                                                                                        |
|   | ECIb                 | :      | [***] for  December 2004, January 2005, February 2005 averaged (=[***])                                                                                                                                     |
|   |                 |   |                                                                                                                                                                                                        |
|   | ICn                  | :      | the arithmetic  average of the latest published values of the IC-Index available at the  Delivery Date of the Aircraft for the 11th, 12th and 13th month prior to  the month of Aircraft Delivery |
|   |                 |   |                                                                                                                                                                                                        |
|   | ICb                  | :      | IC-Index  for December 2004, January 2005, February 2005, averaged (=[***])                                                                                                                                 |
|        |                      |        |                                                                                                                                                                                                             |  |  |

 

9

----

 
| **5**  | **GENERAL PROVISIONS**                                                                                                                                                                                                                                                                |                                                                                                                                                                                     |       |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
| 5.1    | **Roundings**                                                                                                                                                                                                                                                                         | ** **                                                                                                                                                                               | ** ** |
|   |                                                                                                                                                                                                                                                                                  |
|   | The Labor Index average and the Material Index  average shall be computed to the first decimal. If the next succeeding place  is five (5) or more, the preceding decimal place shall be raised to the next  higher figure.                                                            |
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
|   | Each quotient (ECIn/ECIb) and (ICn/ICb) shall be  rounded to the nearest ten-thousandth (4 decimals). If the next succeeding  place is five (5) or more, the preceding decimal place shall be raised to the  next higher figure.                                                      |
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
|   | The final factor shall be rounded to the nearest  ten-thousandth (4 decimals).                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                  |
|   | The final price shall be rounded to the nearest  whole number (0.5 or more rounded to 1).                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
| 5.2    | **Substitution of Indexes for Airframe Price  Revision Formula**                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
|   | If:                                                                                                                                                                                                                                                                                   |                                                                                                                                                                                     |       |
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
|   | (i)                                                                                                                                                                                                                                                                                   | the United States Department of Labor substantially  revises the methodology of calculation of the Labor Index or the Material  Index as used in the Airframe Price Revision Formula, or |
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
|   | (ii)                                                                                                                                                                                                                                                                                  | the United States Department of Labor discontinues,  either temporarily or permanently, such Labor Index or such Material Index,  or                                                     |
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
|   | (iii)                                                                                                                                                                                                                                                                                 | the data samples used to calculate such Labor Index  or such Material Index are substantially changed;                                                                                   |
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
|   | the Seller shall select a substitute index for  inclusion in the Airframe Price Revision Formula (the “Substitute Index”).                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
|   | The Substitute Index shall reflect as closely as  possible [***].                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                  |                                                                                                                                                                                     |       |
|   | As a result of the selection of the Substitute  Index, the Seller shall make an appropriate adjustment to the Airframe Price  Revision Formula to combine the successive utilization of the original Labor  Index or Material Index (as the case may be) and of the Substitute Index. |
|        |                                                                                                                                                                                                                                                                                       |                                                                                                                                                                                          |            |  |

 

10

----

 
| 5.3    | **Final Index Values**                                                                                                                                                                                                                                          | ** ** | ** ** |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------|
|   |                                                                                                                                                                                                                                                            |
|        | The Index values as defined in Clause 4 above shall  be considered final and no further adjustment to the basic prices as revised  at Delivery of the Aircraft shall be made after Aircraft Delivery for any  subsequent changes in the published Index values. |

 

11

----

 
| **PART 2 —  PROPULSION SYSTEMS PRICE REVISION FORMULA** |
|--------------------------------------------------------------|
|                                                         |   |   |   |
| A. General Electric Price Revision Formula                   |
| ** **                                                   | ** ** | ** ** | ** ** |
| **Reference Price of the Propulsion Systems**                |
|                                                         |   |   |   |
|                                                         | The Reference Price of a set of two (2) GENERAL  ELECTRIC CF6-80E1A4 Propulsion Systems is: |
|                                                         |   |   |   |
|                                                         | USD [***] |   |   |
|                                                         |   |   |   |
|                                                         | (US Dollars — [***]) |   |   |
|                                                         |   |   |   |
|                                                         | This Reference Price is subject to adjustment for  changes in economic conditions as measured by data obtained from the US  Department of Labor, Bureau of Labor Statistics and in accordance with the  provisions of Clauses 4 and 5 of this Exhibit C, part 2-A. |
| ** **                                                   | ** ** |   |   |
| **2.**                                                       | **REFERENCE PERIOD** |   |   |
|                                                         |   |   |   |
|                                                         | The above Reference Price has been established in  accordance with the economical conditions prevailing for a theoretical  delivery in January 2003 as defined by [***]. |
| ** **                                                   | ** ** |   |   |
| **3.**                                                       | **INDEXES** |   |   |
|                                                         |   |   |   |
|                                                         | Labor Index : “Employment Cost  Index for Workers in Aerospace manufacturing” hereinafter referred to as  “ECI336411W, quarterly published by the US Department of Labor, Bureau of  Labor Statistics, in “NEWS”, and found in Table 9, “WAGES and SALARIES (not  seasonally adjusted) : Employment Cost Indexes for Wages and Salaries for  private industry workers by industry and occupational group”, or such other  name that may be from time to time used for the publication title and/or  table, (Aircraft manufacturing, NAICS code 336411, base month and year  December 2005 = 100, hereinafter multiplied by 1.777 and rounded to the first  decimal place). |
|                                                         |   |   |   |
|                                                         | The quarterly value released for a certain month  (March, June, September and December) shall be the one deemed to apply for  the two preceding months. |

 

12

----

 
|            | Index code for access on the Web site of the US  Bureau of Labor Statistics: CIU2023211000000I.                                                                                                                                                                                                                                                                                                                              |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |
|       | Material Index : “Industrial  Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed  report” (found in Table 6. “Producer price indexes and percent changes for  commodity groupings and individual items not seasonally adjusted “ or such  other names that may be from time to time used for the publication title  and/or table). (Base Year 1982 = 100). |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|       | Index code for access on the Web site of the US  Bureau of Labor Statistics: WPU03THRU15.                                                                                                                                                                                                                                                                                                                                    |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
| **4.**     | **REVISION FORMULA**                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |
|       | Pn                                                                                                                                                                                                                                                                                                                                                                                                                           | : | (Pb + F) x (CPIn/[***]) |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |
|       | where                                                                                                                                                                                                                                                                                                                                                                                                                        | : |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |
|       | Pn                                                                                                                                                                                                                                                                                                                                                                                                                           | : | revised Reference Price at Aircraft Delivery. |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |
|       | Pb                                                                                                                                                                                                                                                                                                                                                                                                                           | : | Reference Price at delivery conditions January 2003 |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |
|       | F                                                                                                                                                                                                                                                                                                                                                                                                                            | : | ([***] x N x Pb)  where N = the calendar year of Delivery of the Aircraft minus 2003 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
|       | CPIn                                                                                                                                                                                                                                                                                                                                                                                                                         | : | the Composite Price Index (CPI) applicable for the  month of Aircraft Delivery. This Composite Price Index is composed as follows  : |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |
|       |              CPIn=  ([***]  x ECIn) + ([***] x Icn)                                                                                                                                                                                                                                                                                               |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |
|       | where                                                                                                                                                                                                                                                                                                                                                                                                                        | : |   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |
|       | ECIn                                                                                                                                                                                                                                                                                                                                                                                                                         | : | The arithmetic average of the [***] available at the  Delivery date of the Aircraft for the 11th,12th and 13th month prior to  the month of Aircraft Delivery, multiplied by [***] and individually rounded  to the first decimal place. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                         |   |   |   |
|       | ICn                                                                                                                                                                                                                                                                                                                                                                                                                          | : | The arithmetic average of the IC-Index available at  the Delivery Date of the Aircraft for the 11th,12th and 13th month prior to  the month of Aircraft Delivery. |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                              |  |  |  |  |

 

13

----

 
| **5.** | **GENERAL PROVISIONS**                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                            |       |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
| 5.1    | **Roundings**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | ** **                                                                                                                                                                      | ** ** |
|   |
|   | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | The Material index average (ICn) shall be rounded to  the nearest second decimal place and the labor index average (ECIn) shall be  rounded to the nearest first decimal place. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
|   | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            | CPIn shall be rounded to the nearest second decimal  place.                                                                                                                     |       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
|   | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | The final factor (CPIn/[***]) shall be rounded to  the nearest third decimal place.                                                                                             |       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
|   | If the next succeeding place  is five (5) or more, the preceding decimal place shall be raised to the next  higher figure.                                                                                                                                                                                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
|   | After final computation Pn shall be rounded to the  nearest whole number (0.5 rounds to 1).                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
| 5.2    | **Final Index Values**                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
|   | The revised Reference Price at the date of Aircraft  Delivery shall not be subject to any further adjustments in the indexes.                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
| 5.3    | **Interruption of Index Publication**                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
|   | If the US Department of Labor substantially revises  the methodology of calculation or discontinues any to the indexes referred to  hereabove, the Seller shall reflect the substitute for the revised or  discontinued index selected by [***], such substitute index to lead in  application to the same adjustment result, insofar as possible, as would have  been achieved by continuing the use of the original index as it may have  fluctuated had it not been revised or discontinued. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
|   | Appropriate revision of the formula shall be made to  accomplish this result.                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
| 5.4    | **Annulment of Formula**                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |                                                                                                                                                                            |       |
|   | Should the above escalation provisions become null  and void by action of the US Government, the Reference Price shall be  adjusted due to increases in the costs of labor, and material which have  occurred from the period represented by the applicable Reference Composite  Price Index to the twelfth (12th) month prior to the Scheduled Delivery Month  of the Aircraft.                                                                                                                |
|        |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                                                                                 |            |  |

 

14

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| 5.5                                           | Limitations                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-----------------------------------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                          | Should the ratio (CPIn/[***]) be lower than 1.000,  Pn will be equal to Pb+F.                                                                                                                                                                                                                                                                                                                                                                                         |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| B. Pratt & Whitney Price Revision Formula |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **1.**                                        | **Reference Price of the Propulsion Systems**                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **                                    | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                          | The Reference Price for a set of two (2) PRATT &  WHITNEY 4168A Propulsion Systems is:                                                                                                                                                                                                                                                                                                                                                                            |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                          | USD [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                          | (US Dollars — [***])                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                          | This Reference Price is subject to adjustment for  changes in economic conditions as measured by data obtained from the US  Department of Labor, Bureau of Labor Statistics, and in accordance with the  provisions of Clauses 4 and 5 of this Exhibit C, Part 2 — B.                                                                                                                                                                                            |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **2.**                                        | **Reference Period**                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** **                                    | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                          | The above Reference Price has been established in  accordance with the economic conditions prevailing in June 2005 as defined,  according to PRATT & WHITNEY by the HEb and ICb index values indicated in  Clause 4 hereof.                                                                                                                                                                                                                                       |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **3.**                                        | **Indexes**                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                                    | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                                          | Labor Index: “Aircraft engines and  engine parts” North American Industries Classification System code 336412 -  Average hourly earnings (hereinafter referred to as “AHEnaics336412”) as  published in “Employment and Earnings” (Establishment Data-Hours and  Earnings not seasonally adjusted Table B-15. Average hours and earnings of  production or non-supervisory workers on private non-farm payrolls by  detailed industry). |
|                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|                                          | Index code for access on the Web site of the US  Bureau of Labor Statistics: CEU3133641206.                                                                                                                                                                                                                                                                                                                                                                           |

 

15

----

 
|            | Material Index : “Industrial  Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed report”  (found in Table 6: “Producer price indexes and percent changes for commodity  groupings and individual items not seasonally adjusted” or such other names  that may from time to time be used for the publication title and/or table).  (Base Year 1982 = 100). |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | Index code for access on the Web site of the US  Bureau of Labor Statistics: WPU03THRU15.                                                                                                                                                                                                                                                                                                                                   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **4.**     | **Revision Formula**                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       | Pn                                                                                                                                                                                                                                                                                                                                                                                                                          | = | (Pb + F) x [([***]  x (HEn/HEb)) + ([***] x  (ICn/ICb))] |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|       | Where                                                                                                                                                                                                                                                                                                                                                                                                                       | : |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | F                                                                                                                                                                                                                                                                                                                                                                                                                           | : | ([***] X N  X Pb) |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        | Where N = the calendar year of Delivery of the  Aircraft minus 2006 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|       | Pn                                                                                                                                                                                                                                                                                                                                                                                                                          | : | Revised Reference Price at Aircraft Delivery |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|       | Pb                                                                                                                                                                                                                                                                                                                                                                                                                          | : | Reference Price at economic conditions June 2005 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|       | HEn                                                                                                                                                                                                                                                                                                                                                                                                                         | : | [***] for the twelfth (12th) month prior to the month  of Aircraft Delivery |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|       | HEb                                                                                                                                                                                                                                                                                                                                                                                                                         | : | [***] for June 2005 (= [***]) |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|       | ICn                                                                                                                                                                                                                                                                                                                                                                                                                         | : | IC-Index for the twelfth (12th) month prior to the month  of Aircraft Delivery |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
|       | ICb                                                                                                                                                                                                                                                                                                                                                                                                                         | : | IC-Index for June 2005 (= [***]) |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |   |
| **5.**     | **General Provisions**                                                                                                                                                                                                                                                                                                                                                                                                      |   |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| 5.1        | Roundings                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                         | Each quotient, HEn/HEb and ICn/ICb, shall be  calculated to the nearest ten-thousandth (4 decimals). |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                        | The final factor shall be rounded to the nearest  ten-thousandth (4 decimals). |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|       | If the next succeeding place is five (5) or more the  preceding decimal place shall be raised to the nearest higher figure.                                                                                                                                                                                                                                                                                                 |

 

16

----

 
|        | After final computation Pn shall be rounded to the  nearest whole number (0.5 rounds to 1).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 5.2    | Final Index Values                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | The Revised Reference Price at the date of Aircraft  Delivery shall be the final price and shall not be subject to any further  adjustments in the indexes. If no final index values are available for any of  the applicable months, the then published preliminary figures shall be the  basis on which the Revised Reference Price shall be computed.                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 5.3    | Interruption of Index Publication                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | If the US Department of Labor substantially revises  the methodology of calculation or discontinues any of these indexes referred  to hereabove, the Seller shall reflect the substitute for the revised or  discontinued index selected by [***],  such substitute index to lead in application to the same adjustment result,  insofar as possible, as would have been achieved by continuing the use of the  original index as it may have fluctuated had it not been revised or  discontinued. Appropriate revision of the formula shall be made to accomplish  this result. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 5.4    | Annulment of Formula                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Should the above escalation provisions become null  and void by action of the US Government, the Reference Price shall be  adjusted due to increases in the costs of labor and material which have  occurred from the period represented by the applicable Reference Price  Indexes to the sixth (6th) month prior to the Scheduled Aircraft Delivery  Month.                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 5.5    | Limitation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | Should the Revised Reference Price be lower than the  Reference Price, the final price shall be computed with the Reference Price.                                                                                                                                                                                                                                                                                                                                                                                                                                               |

 

17

----

 
| **C. Rolls Royce Price Revision Formula** |
|-------------------------------------------|
| ** **                                |   |
| **1**                                     | **Reference Price of the Propulsion Systems** |
| ** **                                | ** ** |
|                                      | The Reference Price of a set of two (2) Rolls Royce  Trent 772 B Propulsion Systems is: |
|                                      |   |
|                                      | USD [***] |
|                                      |   |
|                                      | (US Dollars [***]) |
|                                      |   |
|                                      | This Reference Price is subject to adjustment for  changes in economic conditions as measured by data obtained from the US  Department of Labor, Bureau of Labor Statistics, and in accordance with the  provisions of Clause 4 and 5 of Section (C) of this Exhibit C, part 2-C |
|                                      |   |
| **2**                                     | **Reference Period** |
| ** **                                | ** ** |
|                                      | The above Reference Price has been established in  accordance with the average economic conditions prevailing in December 1999,  January 2000, February 2000 (delivery conditions January 2001), as  defined according to ROLLS ROYCE, by the ECIb, MMPb, EPb index values  indicated in Clause 4 of this Exhibit C. |
|                                      |   |
| **3**                                     | **Indexes** |
| ** **                                | ** ** |
|                                      | Labor Index: “Employment Cost  Index for Workers in Aerospace manufacturing” hereinafter referred to as  “ECI336411W”, quarterly published by the US Department of Labor, Bureau of  Labor Statistics, in “NEWS”, and found in: Table 9, “WAGES and SALARIES (not  seasonally adjusted): Employment Cost Indexes for Wages and Salaries for  private industry workers by industry and occupational group”, or such other  name that may be from time to time used for the publication title and/or  table, (Aircraft manufacturing, NAICS code 336411, base month and year  December 2005 = 100). |
| ** **                                | The quarterly value released for a certain month  (March, June, September and December) shall be the one deemed to apply for  the two preceding months. |
|                                      | Index code for access on the Web site of the US  Bureau of Labor Statistics: CIU2023211000000I. |
|                                      |   |
|                                      | Material Index: “Metals and metal  products” Code 10 (hereinafter referred to as “MMP”) as published in “PPI  Detailed report” (found in Table 6, “Producer price indexes and percent  changes for |

 

18

----

 
|            | commodity groupings and individual items not  seasonally adjusted “ or such other names that may be from time to time used  for the publication title and/or table). (Base Year 1982 = 100).                                                                                                                                                                                                                                              |                                                          |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------|
|       | Index code for access on the Web site of the US  Bureau of Labor Statistics: WPU10.                                                                                                                                                                                                                                                                                                                                                            |                                                          |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |
|       | Energy Index: “Fuels and related  products and power” Code 5 (hereinafter referred to as “EP”) as published in  “PPI Detailed report” (found in Table 6, “Producer price indexes and percent  changes for commodity groupings and individual items not seasonally adjusted  “ or such other names that may be from time to time used for the publication  title and/or table). (Base Year 1982 = 100). |                                                          |
|       | Index code for access on the Web site of the US  Bureau of Labor Statistics: WPU05.                                                                                                                                                                                                                                                                                                                                                            |                                                          |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |
| **4**      | **Revision Formula**                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                          |
|       | Pn = (Pb + F) x [([***] x (ECIn/ECIb)) + ([***] x  (MMPn/MMPb)) + ([***] x (EPn/EPb))]                                                                                                                                                                                                                                                                                                                                                         |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |
|       | where:                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                          |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |
|       | F                                                                                                                                                                                                                                                                                                                                                                                                                                              | :                                                             | ([***] x N x Pb) |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           | where N is the calendar year of Aircraft Delivery  minus 2001 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |
|       | Pn                                                                                                                                                                                                                                                                                                                                                                                                                                             | :                                                             | Revised Reference Price of a set of two Propulsion  Systems at Aircraft Delivery |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |   |
|       | Pb                                                                                                                                                                                                                                                                                                                                                                                                                                             | :                                                             | Reference Price at averaged economic conditions  December 1999, January 2000, February 2000 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |   |
|       | ECIn                                                                                                                                                                                                                                                                                                                                                                                                                                           | :                                                             | [***] for 13th, 12th, 11th months averaged prior to the month of  Aircraft Delivery |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |   |
|       | ECIb                                                                                                                                                                                                                                                                                                                                                                                                                                           | :                                                             | [***] for December 1999, January 2000, February 2000  averaged (=[***]) |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |
|       | MMPn                                                                                                                                                                                                                                                                                                                                                                                                                                           | :                                                             | MMP-Index for the 13th, 12th, 11th months averaged prior to the month of  Aircraft Delivery |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |
|       | MMPb                                                                                                                                                                                                                                                                                                                                                                                                                                           | :                                                             | MMP-Index for December 1999, January 2000, February  2000 averaged (=[***]) |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |
|       | EPn                                                                                                                                                                                                                                                                                                                                                                                                                                            | :                                                             | EP-Index for the 13th, 12th, 11th months averaged prior to the month of  Aircraft Delivery |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                           |                                                          |
|       | EPb                                                                                                                                                                                                                                                                                                                                                                                                                                            | :                                                             | EP-Index for December 1999, January 2000,  February 2000 averaged (=[***]) |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                |                                                               |  |  |

 

19

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| **5**      | **General Provisions**                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| 5.1        | Roundings                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | The Labor Index average shall be computed to the  third decimal place and Material Index and Energy Index averages shall be  computed to the second decimal place.                                                                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | Each factor ([***] x (ECIn/ECIb)), ([***] x  (MMPn/MMPb)), ([***] x (EPn/EPb)) shall be calculated to the nearest  ten-thousandth (4 decimals).                                                                                                                                                                                                                                                                                                                                                 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | If the next succeeding place is five (5) or more the  preceding decimal shall be raised to the next higher figure.                                                                                                                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | After final computation Pn shall be rounded to the  nearest whole number (0.5 or more rounded to 1).                                                                                                                                                                                                                                                                                                                                                                                            |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.2        | Final Index Values                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | The revised Reference Price at the date of Aircraft  Delivery shall not be subject to any further adjustments in the indexes.                                                                                                                                                                                                                                                                                                                                                                   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.3        | Interruption of Index Publication                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | If the US Department of Labor substantially revises  the methodology of calculation or discontinues any of the indexes referred to  hereabove, the Seller shall reflect the substitute for the revised or  discontinued index selected by [***], such substitute index to lead in application  to the same adjustment result, insofar as possible, as would have been  achieved by continuing the use of the original index as it may have  fluctuated had it not been revised or discontinued. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | Appropriate revision of the formula shall be made to  accomplish this result.                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 5.4        | Annulment of Formula                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | Should the above escalation provisions become null  and void by action of the British Government, the Price shall be adjusted due  to increases in the costs of labor, material and fuel which have occurred  from the period represented by the applicable Reference Price Indexes to the  twelfth (12th)  month prior to the Scheduled Delivery Month of the Aircraft.                                                                                                                        |

 

20

----

 

**EXHIBIT D**

**CERTIFICATEOF ACCEPTANCE**

In accordance withthe terms of the A330 Aircraft purchase agreement dated [            ]2006 and made between AerCap Ireland Limited and AIRBUS S.A.S., as amended fromtime to time (the “**Purchase Agreement**”),the acceptance tests relating to the A330-[     ]aircraft, Manufacturer’s Serial Number: [        ],Registration Mark: [       ] (the “**Aircraft**”), have taken place at Blagnac, France or Hamburg,Germany  Works on the [    ]day of [          ].

In view of saidtests having been carried out with satisfactory results, Buyer hereby approvesand accepts the Aircraft as being in conformity with the provisions of thePurchase Agreement.

Such acceptancedoes not impair the rights that may be derived from the warranties relating tothe Aircraft set forth in the Purchase Agreement.

Any right at lawor otherwise to revoke this acceptance of the Aircraft is hereby waived.

 

The [     ]day of [           ]

[Buyer]

 

By:

Its:

21

----

 

**EXHIBITE**

**BILL OFSALE**

Know all men bythese presents that Airbus S.A.S. (the “**Seller**”), “sociétépar actions simplifiée” existing under French law and whose address is 1rond-point Maurice Bellonte, 31707 Blagnac Cedex, FRANCE,  is, this [            ]200[   ], the owner of the title to the following airframe (the “**Airframe**”), the engines as specified (the “**Engines**”) and all appliances, components, parts,instruments, accessories, furnishings, modules and other equipment of anynature, excluding Buyer Furnished Equipment (**“BFE”**),incorporated therein, installed thereon or attached thereto on the date hereof(the “**Parts**”):

**AIRFRAME**:                                                                                         **ENGINES**:

AIRBUS ModelA330[-200 / -300]                                                                     [EM’s name] Model [        ]
| **MANUFACTURER’S**                                        | **ENGINE SERIAL NUMBERS:** |                                                    |
|----------------------------------------------------------------|----------------------------|---------------------------------------------------------|
| **SERIAL NUMBER:**[       ] |                       | LH:  [        ] |   |
|                                                           |                       | RH:  [        ] |   |

 

**REGISTRATIONMARK**:  [        ]

and has such titleto the BFE as was transferred to the Seller by [      ] by a bill of sale dated [       ](the “BFE Bill of Sale”).

The Airframe,Engines and Parts are hereafter together referred to as the Aircraft (the “**Aircraft**”).

The Seller  does hereby on this [     ]day of [        ] sell, transfer anddeliver all of its above described rights, title and interest to the Aircraftand the BFE to the following company and to its successors and assigns forever,said Aircraft and the BFE to be the property thereof:

[Name of Buyer] **The Buyer**

The Seller herebywarrants to the Buyer, its successors and assigns that it has this day (i) goodand lawful right to sell, deliver and transfer title to the Aircraft to theBuyer and that there is hereby  conveyedto the Buyer good, legal and valid title to the Aircraft, free and clear of allliens, claims, charges, encumbrances and rights of others and that the Sellerwill warrant and defend such title forever against all claims and demandswhatsoever and (ii) such title to the BFE as the Seller acquired from [    ] pursuant to the BFE Bill of Sale.

This Bill of Saleshall be governed by and construed in accordance with the laws of England.

IN WITNESS WHEREOF, theundersigned has caused this instrument to be executed by its duly authorizedrepresentative this ______ day of [           ]

AIRBUS S.A.S.

By:                                                                          Title:

22

----

##### **EXHIBIT F**

##### **EXHIBIT F**

**S E R V I C E    L I F E    P O L I C Y**

 

**I T E M S    O F    P R I M A R Y    S T R U C T U R E**

23

----

 
| **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**                          | **WINGS - CENTER AND OUTER WING BOX (LEFT AND  RIGHT)** |
| ** **                     | ** ** |
| **2.1**                        | **Wing Structure** |
|                           |   |
| 2.1.1                          | Spars |
|                           |   |
| 2.1.2                          | Ribs and stringers inside the wing box |
|                           |   |
| 2.1.3                          | Upper and lower wing skin panels of the wing box |
| ** **                     | ** ** |
| ** **                     | ** ** |
| **2.2**                        | **Fittings** |
|                           |   |
| 2.2.1                          | Support structure and attachment fittings for the  flap structure |
|                           |   |
| 2.2.2                          | Support structure and attachment fitting for the  engine pylons |
|                           |   |
| 2.2.3                          | Support structure and attachment fitting for the  main landing gear |
|                           |   |
| 2.2.4                          | Support structure and attachment fitting for the  center wing box |
| ** **                     | ** ** |
| ** **                     | ** ** |
| **2.3**                        | **Auxiliary Support Structure** |
|                           |   |
| 2.3.1                          | For the slats: |
|                           |   |
| 2.3.1.1                        | Ribs supporting the track rollers on wing box  structure |
|                           |   |
| 2.3.1.2                        | Ribs supporting the actuators on wing box structure |
|                           |   |
| 2.3.2                          | For the ailerons: |
|                           |   |
| 2.3.2.1                        | Hinge brackets and ribs on wing box rear spar or  shroud box |
|                           |   |
| 2.3.2.2                        | Actuator fittings on wing box rear spar or shroud  box |
|                           |   |
| 2.3.3                          | For airbrakes, spoilers, lift dumpers: |
|                           |   |
| 2.3.3.1                        | Hinge brackets and ribs on wing box rear spar or  shroud box |
|                           |   |
| 2.3.3.2                        | Actuator fittings on wing box rear spar or shroud  box |

 

24

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| **2.4**    | **Pylon**                                                                                                                                            |
|------------|------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                 |
| 2.4.1      | For the Pylon Main Structural Box                                                                                                                    |
|       |                                                                                                                                                 |
| 2.4.1.1    | Spars                                                                                                                                                |
|       |                                                                                                                                                 |
| 2.4.1.2    | Ribs                                                                                                                                                 |
|       |                                                                                                                                                 |
| 2.4.1.3    | Skin, doublers and stiffeners                                                                                                                        |
|       |                                                                                                                                                 |
| 2.4.1.4    | Support structure and attachment fitting for engine  supports                                                                                        |
| ** ** | ** **                                                                                                                                           |
| ** ** | ** **                                                                                                                                           |
| **3**      | **FUSELAGE**                                                                                                                                         |
| ** ** | ** **                                                                                                                                           |
| **3.1**    | **Fuselage structure**                                                                                                                               |
|       |                                                                                                                                                 |
| 3.1.1      | Fore and aft bulkheads                                                                                                                               |
|       |                                                                                                                                                 |
| 3.1.2      | Pressurized floors and bulkheads surrounding the  main and nose gear wheel well and center wing box                                                  |
|       |                                                                                                                                                 |
| 3.1.3      | Skins with doublers, stringers and frames from the  forward pressure bulkheads to the frame supporting the rear attachment of  horizontal stabilizer |
|       |                                                                                                                                                 |
| 3.1.4      | Window and windscreen attachment structure but  excluding transparencies                                                                             |
|       |                                                                                                                                                 |
| 3.1.5      | Passenger and cargo doors internal structure                                                                                                         |
|       |                                                                                                                                                 |
| 3.1.6      | Sills, excluding scuff plates, and upper beams  surrounding passenger and cargo door apertures                                                       |
|       |                                                                                                                                                 |
| 3.1.7      | Cockpit floor structure and passenger cabin floor  beams excluding floor panels and seat rails                                                       |
|       |                                                                                                                                                 |
| 3.1.8      | Keel beam structure                                                                                                                                  |
| ** ** | ** **                                                                                                                                           |
| ** ** | ** **                                                                                                                                           |
| **3.2**    | **Fittings**                                                                                                                                         |
|       |                                                                                                                                                 |
| 3.2.1      | Landing gear support structure and attachment  fitting                                                                                               |
|       |                                                                                                                                                 |
| 3.2.2      | Support structure and attachment fittings for the  vertical and horizontal stabilizers                                                               |
|       |                                                                                                                                                 |
| 3.2.3      | Support structure and attachment fitting for the APU                                                                                                 |

 

25

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| **4**      | **STABILIZERS**                                                                                                                                                                                                                                                                                                                                    |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                         |
| **4.1**    | **Horizontal Stabilizer Main Structural Box**                                                                                                                                                                                                                                                                                                      |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.1.1      | Spars                                                                                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.1.2      | Ribs                                                                                                                                                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.1.3      | Upper and lower skins and stringers                                                                                                                                                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.1.4      | Support structure and attachment fitting to fuselage  and trim screw actuator                                                                                                                                                                                                                                                                      |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.1.5      | Elevator support structure                                                                                                                                                                                                                                                                                                                         |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.1.5.1    | Hinge bracket                                                                                                                                                                                                                                                                                                                                      |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.1.5.2    | Servocontrol attachment brackets                                                                                                                                                                                                                                                                                                                   |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                         |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                         |
| **4.2**    | **Vertical Stabilizer Main Structural Box**                                                                                                                                                                                                                                                                                                        |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.2.1      | Spars                                                                                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.2.2      | Ribs                                                                                                                                                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.2.3      | Skins and stringers                                                                                                                                                                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.2.4      | Support structure and attachment fitting to fuselage                                                                                                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.2.5      | Rudder support structure                                                                                                                                                                                                                                                                                                                           |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.2.5.1    | Hinge brackets                                                                                                                                                                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                                               |
| 4.2.5.2    | Servocontrol attachment brackets                                                                                                                                                                                                                                                                                                                   |
|       | ** **                                                                                                                                                                                                                                                                                                                                         |
| **5**      | **EXCLUSIONS**                                                                                                                                                                                                                                                                                                                                     |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                         |
| ** ** | Bearing and roller assemblies,  bearing surfaces, bushings, fittings other than those listed above, access  and inspection doors, including manhole doors, latching mechanisms, all  system components, commercial interior parts, insulation and related  installation and connecting devices are excluded from this Seller Service Life  Policy. |

 

26

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**EXHIBITG**

## **EXHIBIT G**

 

# **TECHNICAL DATA INDEX**

27

----

#  

**TECHNICALDATA INDEX**

Whereapplicable data will be established in general compliance with ATASpecification 2200 (iSpec2200), Information Standards for Aviation Maintenance(Revision 2005).

Thefollowing index identifies the Technical Data provided in support of theAircraft.

Theexplanation 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 Airbus|World,and / or

-     OFF-LINE (OFF) through the most suitable means applicable to thesize of the concerned document  (e.g CDor 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 - Evolution of the SGML format to cope withWEB technology requirements.

—       PDF (PDF) - Portable Document Format allowing dataconsultation.

—       Advanced Consultation Tool -  refers to Technical Data Consultationapplication that offers advanced consultation & navigation functionality

28

----

 

comparedto PDF. Both browser software & Technical Data are packaged together.

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

—       CD-P - refers to CD-Rom including Portable Document Format (PDF) 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) corresponding to the first delivery day. |
|             |                                                                                                                                                                                            |
|             | The number of days indicated shall be rounded up to  the next regular revision release date.                                                                                                    |

 

 

29

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| NOMENCLATURE                      | ** ** | **Abbr** | ** ** | **Avail** | ** ** | **Form**                           | ** ** | **Type** | ** ** | **Qty** | ** ** | **Deliv** | ** ** | **Comments**                                                                                           |
|-----------------------------------|------------|----------|------------|-----------|------------|------------------------------------|------------|----------|------------|---------|------------|-----------|------------|--------------------------------------------------------------------------------------------------------|
| **OPERATIONAL  MANUALS AND DATA** |       |     |       |      |       |                               |       |     |       |    |       |      |       |                                                                                                   |
| Flight Crew Operating Manual      |       | FCOM     |       | OFF       |       | P2                                 |       | C        |       | [***]   |       | 90        |       | Per crew quantity / Plus one copy per Aircraft at  Delivery                                            |
|                                   |       | FCOM     |       | OFF       |       | CD-P                               |       | C        |       | [***]   |       | 90        |       | PDF is fallback solution to paper for on-ground  consultation only                                     |
|                                   |       | FCOM     |       | ON        |       | PDF                                |       | C        |       | N/A     |       | 90        |       |                                                                                                   |
|                                   |       | FCOM     |       | ON        |       | Advanced  Consultation  Tool       |       | C        |       | N/A     |       | 90        |       | FCOM Module including 0EB & TR download &  consultation                                        |
|                                   |       | FCOM     |       | OFF       |       | Advanced  Consultation  Tool on CD |       | C        |       | [***]   |       | 90        |       | SGML shall be used to process Buyer’s own FCOM for  delivery to flight crew                       |
|                                   |       | FCOM     |       | OFF       |       | SGML                               |       | C        |       | [***]   |       | 90        |       |                                                                                                   |
| Flight Crew Training Manual       |       | FCTM     |       | OFF       |       | CD-P                               |       | C        |       | [***]   |       | 90        |       | FCTM is a supplement to FCOM / a “Pilot’s guide” for  use in training and in operations |
|                              |       | FCTM     |       | ON        |       | PDF                                |       | C        |       | N/A     |       | 90        |       |                                                                                                   |
|                              |       | FCTM     |       | OFF       |       | XML                                |       | C        |       | [***]   |       | 90        |       | XML data for further processing/customization by the  Buyer                                            |
| Cabin Crew Operating Manual       |       | CCOM     |       | OFF       |       | CD-P                               |       | C        |       | [***]   |       | 90        |       |                                                                                                   |
|                                   |       |     |       | ON        |       | PDF                                |       | C        |       | N/A     |       | 90        |       | XML data are for further processing by the Buyer                                                       |
|                                   |       |     |       | OFF       |       | XML                                |       | C        |       | [***]   |       | 90        |       |                                                                                                   |
| Flight Manual                     |       | FM       |       | OFF       |       | P2                                 |       | C        |       | [***]   |       | 0         |       | Plus one copy per Aircraft at Delivery                                                                 |
|                              |       | FM       |       | OFF       |       | CD-P                               |       | C        |       | [***]   |       | 0         |       |                                                                                                   |
|                              |       | FM       |       | ON        |       | PDF                                |       | C        |       | N/A     |       | 0         |       |                                                                                                   |

 

30

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| NOMENCLATURE                                                         | ** ** | **Abbr** | ** ** | **Avail** | ** ** | **Form**                          | ** ** | **Type** | ** ** | **Qty** | ** ** | **Deliv** | ** ** | **Comments**                                                                                                                                                                                                                                                                                     |
|----------------------------------------------------------------------|------------|----------|------------|-----------|------------|-----------------------------------|------------|----------|------------|---------|------------|-----------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **OPERATIONAL MANUALS AND DATA**                                     |       |     |       |      |       |                              |       |     |       |    |       |      |       |                                                                                                                                                                                                                                                                                             |
| Master Minimum Equipment List                                        |       | MMEL     |       | OFF       |       | P2                                |       | C        |       | [***]   |       | 180       |       | Per crew quantity / Plus one copy per Aircraft at  Delivery                                                                                                                                                                                                                                      |
|                                                                      |       | MMEL     |       | OFF       |       | CD-P                              |       | C        |       | [***]   |       | 180       |       | PDF CD is fallback solution to paper for on-ground  consultation only(For Temporary Revisions & OEB’s, refer to paper)                                                                                                                                                                  |
|                                                                      |       | MMEL     |       | ON        |       | PDF                               |       | C        |       | N/A     |       | 180       |       |                                                                                                                                                                                                                                                                                             |
|                                                                      |       | MMEL     |       | OFF       |       | SGML                              |       | C        |       | [***]   |       | 180       |       | SGML data, including Parts 1 and 2, for further  processing by the Buyer. Part 3 (Maintenance procedures) not covered.  Recommended for issue of MEL by using the Starter Pack (for conversion of  SGML Data to e.g. Framemaker or MS Word RTF format)                                           |
| Quick Reference Handbook  (if required by Airworthiness Authorities) |       | QRH      |       | OFF       |       | P2                                |       | C        |       | [***]   |       | 90        |       | Per crew quantity / Plus one copy per Aircraft at  Delivery                                                                                                                                                                                                                                      |
| Trim Sheet                                                           |       | TS       |       | OFF       |       | WordDoc                           |       | C        |       | [***]   |       | 0         |       | Office Automation format (.doc) for further  processing by the Buyer                                                                                                                                                                                                                             |
| Weight and Balance Manual                                            |       | WBM      |       | OFF       |       | P1                                |       | C        |       | [***]   |       | 0         |       | Fleet customized WBM for reference in central Library  (*) plus one copy per Aircraft at Delivery. For the WBM the flight deck copy  is an advance copy only of the customized manual, not subject to revision or  updating. Weighing Equipment List delivered two weeks after Aircraft Delivery |
|                                                                 |       | WBM      |       | OFF       |       | CD-P                              |       | C        |       | [***]   |       | 0         |       |                                                                                                                                                                                                                                                                                             |
|                                                                 |       | WBM      |       | ON        |       | PDF                               |       | C        |       | N/A     |       | 0         |       |                                                                                                                                                                                                                                                                                             |
| Performance Engineer’s Programs                                 |       | PEP      |       | ON        |       | Advanced  Consultation Tool       |       | C        |       | [***]   |       | 90        |       |                                                                                                                                                                                                                                                                                             |
|                                                                      |       | PEP      |       | OFF       |       | Advanced  Consultation Tool on CD |       | C        |       | N/A     |       | 90        |       |                                                                                                                                                                                                                                                                                             |
| Performance Programs Manual                                          |       | PPM      |       | OFF       |       | Advanced  Consultation Tool on CD |       | C        |       | [***]   |       | 90        |       | Included in the PEP CD                                                                                                                                                                                                                                                                           |

 

31

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| NOMENCLATURE                                                                                                                                                                           | ** ** | **Abbr** | ** ** | **Avail** | ** ** | **Form**                            | ** ** | **Type** | ** ** | **Qty** | ** ** | **Deliv** | ** ** | **Comments**                                                                                                                                                                                                        |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|----------|------------|-----------|------------|-------------------------------------|------------|----------|------------|---------|------------|-----------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **MAINTENANCE AND ASSOCIATED MANUALS**                                                                                                                                                 |       |     |       |      |       |                                |       |     |
| AirN@v / Maintenance , including : Aircraft Maintenance Manual                                                                                                                         |       | AirN@v   |       | ON        |       | Advanced  Consultation  Tool        |       | C        |       | N/A     |       | 90        |       |                                                                                                                                                                                                                |
| Illustrated Parts Catalog (Airframe)

Trouble Shooting Manual

Aircraft Schematics Manual

Aircraft Wiring Lists

Aircraft Wiring Manual

Electrical Standard Practices Manual

  |       | AirN@v   |       | OFF       |       | Advanced  Consultation  Tool on DVD |       | C        |       | [***]   |       | 90        |       |                                                                                                                                                                                                                |
| AirN@v / Associated Data 

Consumable Material List

Standards Manual

Electrical Standard Practices Material                                                                          |       |     |       |      |       | G                                   |       |     |       |    |       |      |       |                                                                                                                                                                                                                |
| Technical Follow-up                                                                                                                                                                    |       | TFU      |       | OFF       |       | CD-P                                |       | E        |       | [***]   |       | 90        |       | TFU for Trouble shooting & maintenance, to be used  with AirN@v                                                                                                                                                 |
| Aircraft   Maintenance Manual                                                                                                                                                     |       | AMM      |       | ON        |       | PDF                            |       | C        |       | N/A     |       | 90        |       |                                                                                                                                                                                                                |
|                                                                                                                                                                                        |       | AMM      |       | OFF       |       | CD-P                                |       | C        |       | [***]   |       | 90        |       | Fallback solution to AirN@v / Maintenance                                                                                                                                                                           |
|                                                                                                                                                                                        |       | AMM      |       | OFF       |       | SGML                                |       | C        |       | [***]   |       | 90        |       | If selected by the Buyer, SGML format will not be  automatically supplied . Effective delivery will only take place upon  explicit  request from the Buyer

 (Graphics in  TIFF or CGM, to be specified). |
| Aircraft Schematics Manual                                                                                                                                                             |       | ASM      |       | ON        |       | PDF                                 |       | C        |       | N/A     |       | 90        |       |                                                                                                                                                                                                                |
|                                                                                                                                                                                   |       | ASM      |       | OFF       |       | CD-P                                |       | C        |       | [***]   |       | 90        |       | Fallback solution to AirN@v / Maintenance :                                                                                                                                                                         |
|                                                                                                                                                                                   |       | ASM      |       | OFF       |       | SGML                                |       | C        |       | [***]   |       | 90        |       | If selected by the Buyer, SGML format will not be  automatically supplied . Effective delivery will only take place upon  explicit  request from the Buyer

 (Graphics in  TIFF or CGM, to be specified). |

 

32

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| NOMENCLATURE                                         | ** ** | **Abbr**  | ** ** | **Avail** | ** ** | **Form**   | ** ** | **Type** | ** ** | **Qty**      | ** ** | **Deliv** | ** ** | **Comments**                                                                                                                                                                                                                               |
|------------------------------------------------------|------------|-----------|------------|-----------|------------|------------|------------|----------|------------|--------------|------------|-----------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **MAINTENANCE AND ASSOCIATED MANUALS (Cont’d)** |       |      |       |      |       |       |       |
| Aircraft Wiring List                                 |       | AWL       |       | ON        |       | PDF        |       | C        |       | N/A          |       | 90        |       |                                                                                                                                                                                                                                       |
|                                                      |       | AWL       |       | OFF       |       | CD-P       |       | C        |       | [***]        |       | 90        |       | Fallback solution to AirN@v /  Maintenance                                                                                                                                                                                       |
|                                                      |       | AWL       |       | OFF       |       | SGML       |       | C        |       | [***]        |       | 90        |       | If selected by the Buyer, SGML format will not be  automatically supplied . Effective delivery will only take place upon  explicit  request from the Buyer

 (Graphics in  TIFF or CGM, to be specified).

                 |
| Aircraft Wiring Manual                               |       | AWM       |       | ON        |       | PDF        |       | C        |       | N/A          |       | 90        |       |                                                                                                                                                                                                                                       |
|                                                 |       | AWM       |       | OFF       |       | CD-P       |       | C        |       | [***]        |       | 90        |       | Fallback solution to AirN@v / Maintenance                                                                                                                                                                                             |
|                                                 |       | AWM       |       | OFF       |       | SGML       |       | C        |       | [***]        |       | 90        |       | If selected by the Buyer, SGML format will not be  automatically supplied .

Effective delivery will only take place upon  explicit  request from the Buyer

 (Graphics in  TIFF or CGM, to be specified).                       |
| Component Location Manual                            |       | CLM       |       | ON        |       | PDF        |       | C        |       | N/A          |       | 90        |       |                                                                                                                                                                                                                                       |
|                                                      |       | CLM       |       | OFF       |       | CD-P       |       | C        |       | [***]        |       | 90        |       |                                                                                                                                                                                                                                       |
| Consumable Material List                             |       | CML       |       | OFF       |       | SGML

CD-P |       | G

C     |       | [***]

[***] |       | 180

90   |       | If selected by the Buyer, SGML format will not be  automatically supplied . Effective delivery will only take place upon  explicit  request from the Buyer

Fallback solution to AirN@v / Associated Data and  Maintenance Supplement |
| Duct Repair Manual                                   |       | DRM  |       | ON        |       | PDF        |       | G        |       | N/A          |       | 90        |       |                                                                                                                                                                                                                                       |
|                                                      |       | DRM  |       | OFF       |       | CD-P  |       | G        |       | [***]        |       | 90        |       |                                                                                                                                                                                                                                       |
| Ecam System Logic Data                               |       | ESLD      |       | ON        |       | PDF        |       | E        |       | N/A          |       | 90        |       |                                                                                                                                                                                                                                       |
|                                                 |       | ESLD      |       | OFF       |       | CD-P       |       | E        |       | [***]        |       | 90        |       |                                                                                                                                                                                                                                       |
|                                                 |       |      |       |      |       |       |       |     |       |         |       |      |       |                                                                                                                                                                                                                                       |

 

33

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| NOMENCLATURE                                         | ** ** | **Abbr** | ** ** | **Avail** | ** ** | **Form**                          | ** ** | **Type** | ** ** | **Qty** | ** ** | **Deliv** | ** ** | **Comments**                                                                                                                                                                                                                     |
|------------------------------------------------------|------------|----------|------------|-----------|------------|-----------------------------------|------------|----------|------------|---------|------------|-----------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **MAINTENANCE AND ASSOCIATED MANUALS (Cont’d)** |       |     |       |      |       |                              |       |
| Electrical Load Analysis                             |       | ELA      |       | OFF       |       | PDF/RTF/

Excel                   |       | C        |       | [***]   |       | +30       |       | One ELA supplied for each Aircraft, delivered one  month after 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     |       | ON        |       | PDF                               |       | G        |       | N/A     |       | 90        |       | ~~ ~~                                                                                                                                                                                                                       |
|                                                 |       | ESPM     |       | OFF       |       | CD-P                              |       | G        |       | [***]   |       | 90        |       | Fallback solution to AirN@v                                                                                                                                                                                                      |
|                                                 |       | ESPM     |       | OFF       |       | SGML                              |       | G        |       | [***]   |       | 90        |       | If selected by the Buyer, SGML format will not be  automatically supplied

Effective delivery will only take place upon  explicit  request from the Buyer

(Graphics format   in  TIFF or CGM, to be  specified). |
| Electrical Standard Practices booklet                |       | ESP      |       | OFF       |       | P2*                               |       | G        |       | [***]   |       | 90        |       | *Pocket size format booklets for ground  mechanics                                                                                                                                                                          |
| Flight Data Recording Parameter Library              |       | FDRPL    |       | OFF       |       | Advanced Consultation  Tool on CD |       | E        |       | [***]   |       | 90        |       |                                                                                                                                                                                                                             |
| Fuel Pipe Repair Manual                              |       | FPRM     |       | ON        |       | PDF                               |       | G        |       | N/A     |       | 90        |       |                                                                                                                                                                                                                             |
|                                                      |       | FPRM     |       | OFF       |       | CD-P                              |       | G        |       | [***]   |       | 90        |       |                                                                                                                                                                                                                             |
| Illustrated Parts Catalog (Airframe)                 |       | IPC      |       | ON        |       | PDF                               |       | C        |       | N/A     |       | 90        |       |                                                                                                                                                                                                                             |
|                                                 |       | IPC      |       | OFF       |       | CD-P                              |       | C        |       | [***]   |       | 90        |       | Fallback solution to AirN@v / Maintenance                                                                                                                                                                                        |
|                                                 |       | IPC      |       | OFF       |       | SGML                              |       | C        |       | [***]   |       | 90        |       | If selected by the Buyer, SGML format will not be  automatically supplied .Effective delivery will only take place upon  explicit  request from the Buyer

 (Graphics  in  TIFF or CGM, to be specified).         |
| Illustrated Parts Catalog  (Powerplant)         |       | PIPC     |       | ON        |       | PDF                               |       | C        |       | N/A     |       | 90        |       |                                                                                                                                                                                                                             |
|                                                      |       | PIPC     |       | OFF       |       | CD-P               |       | C        |       | [***]   |       | 90        |       | Provided by the PowerPlant Supplier.                                                                                                                                                                                        |

 

34

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| NOMENCLATURE                                                                                                                                                                                                                                                     | ** ** | **Abbr**                           | ** ** | **Avail** | ** ** | **Form**                                 | ** ** | **Type** | ** ** | **Qty** | ** ** | **Deliv** | ** ** | **Comments**                                                                                      |
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------|------------------------------------|------------|-----------|------------|------------------------------------------|------------|----------|------------|---------|------------|-----------|------------|---------------------------------------------------------------------------------------------------|
| **MAINTENANCE AND ASSOCIATED MANUALS (Cont’d)**                                                                                                                                                                                                             |       |                               |       |      |       |                                     |       |     |
| Maintenance Planning Document                                                                                                                                                                                                                                    |       | MPD                                |       | ON        |       | PDF                                      |       | E        |       | N/A     |       | 360       |       |                                                                                              |
|                                                                                                                                                                                                                                                             |       | MPD                                |       | OFF       |       | CD-P                                     |       | E        |       | [***]   |       | 360       |       | ~~ ~~                                                                                        |
| Maintenance Review Board Report                                                                                                                                                                                                                                  |       | MRBR                               |       | ON        |       | PDF                                      |       | E        |       | N/A     |       | 360       |       | MRB Report document includes the Certification  Maintenance Requirements                          |
|                                                                                                                                                                                                                                                                  |       | MRBR                               |       | OFF       |       | CD-P                                     |       | E        |       | [***]   |       | 360       |       | (CMR) and Airworthiness Limitation Items (ALI)  documents.                                        |
| Scheduled   Maintenance Data                                                                                                                                                                                                                                |       | SMD                                |       | ON        |       | PDF                                      |       | E        |       | NA      |       | 360       |       | SMD is the Airbus repository for the Maintenance  Review Board Report /                           |
|                                                                                                                                                                                                                                                             |       | SMD                                |       | OFF       |       | CD-P                                     |       | E        |       | [***]   |       | 360       |       | MRBR & the Airworthiness Limitation Section / ALS

 Includes PDF  files and Excel tables |
| Illustrated Tool and Equipment Manual

Tool and Equipment Index                                                                                                                                                                                                  |       | TEM/TEI                            |       | ON        |       | PDF                                      |       | G        |       | N/A     |       | 360       |       |                                                                                              |
|                                                                                                                                                                                                                                                                  |       |                               |       | OFF       |       | CD-P                                     |       | G        |       | [***]   |       | 360       |       | TEI & TEM are grouped on a single CD                                                     |
| Tool & Equipment Bulletins                                                                                                                                                                                                                                   |       | TEB                                |       | OFF       |       | P2                                       |       | E        |       | [***]   |       | N/A       |       |                                                                                              |
| Tool and Equipment Drawings                                                                                                                                                                                                                                      |       | TED                                |       | ON        |       | Advanced Consultation  Tool              |       | E        |       | N/A     |       | 360       |       | On-line Consultation from Engineering Drawings  Service                                           |
| AirN@v / Engineering , including:

Airworthiness Directives / AD

Consignes de Navigabilite / CN ( French DGAC )

                                                                                                                                          |       | Enginerring Technical Data Service |       | ON        |       | Advanced Consultation  Tool    |       | C        |       | N/A     |       | 90        |       |                                                                                              |
| 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                             |       | OFF       |       | Advanced Consultation  Tool  on DVD |       | C        |       | [***]   |       | 90        |       | Outstations with no On-Line connection to  Airbus|World to be supplied with one DVD set           |

 

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| NOMENCLATURE                                         | ** ** | **Abbr** | ** ** | **Avail** | ** ** | **Form** | ** ** | **Type** | ** ** | **Qty** | ** ** | **Deliv** | ** ** | **Comments**                                                                                                                                                                                            |
|------------------------------------------------------|------------|----------|------------|-----------|------------|----------|------------|----------|------------|---------|------------|-----------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **MAINTENANCE AND ASSOCIATED MANUALS (Cont’d)** |
| Trouble Shooting Manual                              |       | TSM      |       | ON        |       | PDF      |       | C        |       | N/A     |       | 90        |       |                                                                                                                                                                                                    |
|                                                      |       | TSM      |       | OFF       |       | CD-P     |       | C        |       | [***]   |       | 90        |       | Fallback solution to AirN@v / Maintenance                                                                                                                                                               |
|                                                      |       | TSM      |       | OFF       |       | SGML     |       | C        |       | [***]   |       | 90        |       | If selected by the Buyer, SGML format will not be  automatically supplied .Effective delivery will only take place upon explicit  request from the Buyer Graphics in TIFF or CGM format to be specified |
|                                                      |            |          |            |           |            |          |            |          |            |         |            |           |            |                                                                                                                                                                                                         |  |  |  |

 

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| NOMENCLATURE                  | ** ** | **Abbr** | ** ** | **Avail** | ** ** | **Form** | ** ** | **Type** | ** ** | **Qty** | ** ** | **Deliv** | ** ** | **Comments**                                                                                                                                                                                 |
|-------------------------------|------------|----------|------------|-----------|------------|----------|------------|----------|------------|---------|------------|-----------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| **STRUCTURAL MANUALS**        |       |     |       |      |       |     |       |     |       |    |       |      |       |                                                                                                                                                                                         |
| Nondestructive Testing Manual |       | NTM      |       | ON        |       | PDF      |       | E        |       | N/A     |       | 90        |       |                                                                                                                                                                                         |
|                               |       | NTM      |       | OFF       |       | CD-P     |       | E        |       | [***]   |       | 90        |       |                                                                                                                                                                                         |
|                               |       | NSRM     |       | OFF       |       | CD-P     |       | E        |       | [***]   |       | 90        |       |                                                                                                                                                                                         |
| Structural Repair Manual      |       | SRM      |       | ON        |       | PDF      |       | E        |       | N/A     |       | 90        |       |                                                                                                                                                                                         |
|                          |       | SRM      |       | OFF       |       | CD-P     |       | E        |       | [***]   |       | 90        |       |                                                                                                                                                                                         |
|                          |       | SRM      |       | OFF       |       | SGML     |       | E        |       | [***]   |       | 90        |       | If selected by the Buyer, SGML format will be  automaticly supplied. Effective delivery will only take place upon explicit  request from the Buyer. Graphics in TIFF or CGM to be specified. |

 

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| NOMENCLATURE                                    | ** ** | **Abbr**   | ** ** | **Avail**  | ** ** | **Form**   | ** ** | **Type**   | ** ** | **Qty**    | ** ** | **Deliv**  | ** ** | **Comments**                                                                                                                                           |
|-------------------------------------------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|
| **OVERHAUL DATA**                               | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **                                                                                                                                             |
| Component Documentation Status                  |       | CDS        |       | OFF        |       | D          |       | C          |       | [***]      |       | 180        |       | Revised until 180 days after Aircraft Delivery                                                                                                         |
| Component Evolution List                        |       | CEL        |       | ON         |       | PDF        |       | G          |       | N/A        |       | —     |       |                                                                                                                                                   |
|                                            |       | CEL        |       | OFF        |       | CD-P       |       | G          |       | [***]      |       | —     |       | Delivered as follow-on for CDS.                                                                                                                        |
| Component Maintenance  Manual—Manufacturer |       | CMMM       |       | ON         |       | PDF        |       | E          |       | N/A        |       | 180        |       |                                                                                                                                                   |
|                                                 |       | CMMM       |       | OFF        |       | CD-P       |       | E          |       | [***]      |       | 180        |       |                                                                                                                                                   |
| Component Maintenance Manual—Vendor        |       | CMMV       |       | OFF        |       | CD-P       |       | E          |       | [***]      |       | 180        |       | PDF on CD to be provided by Vendors. If more than one  Airbus aircraft type in operation with the Buyer, dispatch of the “common”  CMMV only |
|                                            |       | CMMV       |       | ON         |       | PDF        |       | E          |       | N/A        |       | 180        |       | Available from the “Supplier Technical Documentation  “ Service in Airbus|World                                                              |

 

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| NOMENCLATURE                                                  | ** ** | **Abbr**   | ** ** | **Avail**  | ** ** | **Form**                     | ** ** | **Type**   | ** ** | **Qty**    | ** ** | **Deliv**  | ** ** | **Comments**                                                                  |
|---------------------------------------------------------------|------------|------------|------------|------------|------------|------------------------------|------------|------------|------------|------------|------------|------------|------------|-------------------------------------------------------------------------------|
| **ENGINEERING DOCUMENTS**                                     | ** ** | ** ** | ** ** | ** ** | ** ** | ** **                   | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** ** | ** **                                                                    |
| Mechanical Drawings  Installation and Assembly Drawings (IAD) |       | MD         |       | ON         | ** ** | Advanced  Consultation  Tool | ** ** | C          | ** ** | N/A        | ** ** | 0          | ** ** | On-line Consultation from Engineering Drawings  Service                       |
| Parts Usage (Effectivity)                                     |       | PU         |       | ON         |       | Advanced  Consultation  Tool |       | C          |       | N/A        |       | 0          |       | On-line Consultation from Engineering Drawings  Service                       |
| Parts List                                                    |       | PL         |       | ON         |       | Advanced  Consultation  Tool |       | C          |       | N/A        |       | 0          |       | On-line Consultation from Engineering Drawings  Service                       |
| Standards Manual                                              |       | SM         |       | OFF        |       | SGML                         |       | G          |       | [***]      |       | 180        |       | If selected by the Buyer, SGML format will not be  automatically supplied     |
|                                                          |       |       |       |       |       | CD-P                         |       |       |       | [***]      |       |       |       | Effective delivery will only take place upon explicit  request from the Buyer |
| Process and Material Specification                            |       | PMS        |       | ON         |       | PDF                          |       | G          |       | N/A        |       | 0          |       |                                                                          |
|                                                               |       | PMS        |       | OFF        |       | CD-P                         |       | G          |       | [***]      |       | 0          |       |                                                                          |

 

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| NOMENCLATURE                                                                                       | ** ** | **Abbr** | ** ** | **Avail** | ** ** | **Form**                          | ** ** | **Type** | ** ** | **Qty** | ** ** | **Deliv** | ** ** | **Comments**                                                                                                             |
|----------------------------------------------------------------------------------------------------|------------|----------|------------|-----------|------------|-----------------------------------|------------|----------|------------|---------|------------|-----------|------------|--------------------------------------------------------------------------------------------------------------------------|
| **MISCELLANEOUS PUBLICATIONS**                                                                     |       |     |       |      |       |                              |       |     |       |    |       |      |       |                                                                                                                     |
| Airplane Characteristics for Airport  Planning / AC                                                |       | AMVG     |       | ON        |       | PDF                               |       | E        |       | N/A     |       | 360       |       | Available On-Line from the Airbus | World                                                                                |
| Maintenance Facility Planning / MFP  Ground Support Equipment Vendor Information  Manual / GSE VIM |       | AMVG     |       | OFF       |       | CD-P                              |       | E        |       | [***]   |       | 360       |       | AC, MFP and GSE VIM are grouped on one single CD /  Back-up set to On-Line access                                        |
| ATA 100 Breakdown                                                                                  |       | ATAB     |       | OFF       |       | CD-P                              |       | E        |       | [***]   |       | 360       |       | 6 Digits ATA 100 Breakdown                                                                                               |
| C@DETS /Technical Data Training Software                                                           |       | C@DETS   |       | OFF       |       | Advanced  Consultation Tool on CD |       | G        |       | [***]   |       | 360       |       | Training Software applicable to major Maintenance ,  Material , Repair Technical Data and to Maintenance Associated Data |
|                                                                                               |       | C@DETS   |       | ON        |       | PDF                               |       | G        |       | NA      |       | 360       |       |                                                                                                                     |
| Aircraft Recovery Manual                                                                           |       | ARM      |       | ON        |       | PDF                               |       | E        |       | N/A     |       | 90        |       |                                                                                                                     |
|                                                                                                    |       | ARM      |       | OFF       |       | CD-P                              |       | E        |       | [***]   |       | 90        |       |                                                                                                                     |
| Aircraft Rescue & Firefighting Chart                                                           |       | ARFC     |       | ON        |       | PDF                               |       | E        |       | N/A     |       | 180       |       | Available On-Line from the Airbus | World                                                                                |
| Crash Crew Chart                                                                                   |       | CCC      |       | OFF       |       | P1                                |       | E        |       | [***]   |       | 180       |       |                                                                                                                     |
| Cargo Loading System Manual                                                                        |       | CLS      |       | ON        |       | PDF                               |       | E        |       | N/A     |       | 180       |       |                                                                                                                     |
|                                                                                               |       | CLS      |       | OFF       |       | CD-P                              |       | E        |       | [***]   |       | 180       |       | **One CLS per delivered Aircraft**                                                                                       |
| List of Effective Technical Data                                                                   |       | LETD     |       | ON        |       | PDF                               |       | C        |       | N/A     |       | 90        |       |                                                                                                                     |
| List of Applicable Publications (LAP)                                                              |       |     |       |      |       |                              |       |     |       |    |       |      |       |                                                                                                                     |
| List of Radioactive and Hazardous  Elements                                                        |       | LRE      |       | ON        |       | PDF                               |       | G        |       | N/A     |       | 90        |       |                                                                                                                     |
|                                                                                                    |       | LRE      |       | OFF       |       | CD-P                              |       | G        |       | [***]   |       | 90        |       |                                                                                                                     |
| Livestock Transportation Manual                                                                    |       | LTM      |       | ON        |       | PDF                               |       | E        |       | N/A     |       | 90        |       |                                                                                                                     |
|                                                                                               |       | LTM      |       | OFF       |       | CD-P                              |       | E        |       | [***]   |       | 90        |       |                                                                                                                     |
| Service Bulletins                                                                                  |       | SB       |       | ON        |       | Advanced  Consultation Tool       |       | C        |       | N/A     |       | 0         |       | Full content available from the Airbus | World / SB  Index available from AirN@v / Engineering on DVD                    |
|                                                                                                    |       | SB       |       | OFF       |       | CD-P                              |       | C        |       | [***]   |       | 0         |       | One CD per SB issued and/or revised                                                                                      |

 

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| NOMENCLATURE                             | ** **   | **Abbr**     | ** **   | **Avail**    | ** **   | **Form**                           | ** **   | **Type**     | ** **   | **Qty**      | ** **   | **Deliv**    | ** **   | **Comments**                                                |
|------------------------------------------|--------------|--------------|--------------|--------------|--------------|------------------------------------|--------------|--------------|--------------|--------------|--------------|--------------|--------------|-------------------------------------------------------------|
| **MISCELLANEOUS  PUBLICATIONS**          | *** *** | *** *** | *** *** | *** *** | *** *** | *** ***                       | *** *** | *** *** | *** *** | *** *** | *** *** | *** *** | *** *** | *** ***                                                |
| Supplier Product Support Agreements 2000 |         | SPSA         |         | ON           |         | PDF                                |         | G            |         | N/A          |         | 360          |         | Based on General Conditions of Purchase (GCP) 2000  issue 5 |
|                                          |         | SPSA         |         | OFF          |         | CD-P                               |         | G            |         | [***]        |         | 360          |         |                                                        |
| Transportability  Manual                 |         | TM           |         | OFF          |         | CD-P                               |         | G            |         | [***]        |         | 180          |         |                                                        |
| Vendor Information Manual                |         | VIM          |         | ON           |         | Advanced  Consultation  Tool       |         | G            |         | N/A          |         | 360          |         |                                                        |
|                                          |         | VIM          |         | OFF          |         | Advanced  Consultation  Tool on CD |         | G            |         | [***]        |         | 360          |         |                                                        |

 

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**Exhibit H**

## ** **

## ** **

## ** **

## ** **

## **E X H I BI T  “ H ”**

 

 

 

# **MA T E R I A L**

 

# **S U P P L Y    A N D   S E R V I C E S**

** **

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** **
| **1**   |   | **GENERAL**                                                                                                                                                                                                                                                                                                                                                                                            |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| **1.1** |   | This Exhibit defines the terms and conditions for  the material support services offered by the Seller to the Buyer in the  following areas:                                                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |   | —                                                                                                                                                                                                                                                                                                                                                                                                 | Initial  provisioning of data and material |
|    |   | —                                                                                                                                                                                                                                                                                                                                                                                                 | Replenishment of  material |
|    |   | —                                                                                                                                                                                                                                                                                                                                                                                                 | Lease of certain  Seller Parts |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.1   |   | Capitalized terms used herein and not otherwise  defined in this Exhibit “H” shall have the same meanings assigned thereto in  the Agreement.                                                                                                                                                                                                                                                |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.1.2   |   | References made to Clauses or sub-Clauses shall  refer to Clauses or sub-Clauses of this Exhibit “H” unless otherwise  specified.                                                                                                                                                                                                                                                            |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| **1.2** |   | **Scope of Material Support**                                                                                                                                                                                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |   | Material is classified into the  following categories (hereinafter referred to as “**Material**”):                                                                                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |   | (i)                                                                                                                                                                                                                                                                                                                                                                                                    | Seller Parts (Seller’s  proprietary Material bearing an official part number of the Seller or  Material for which the Seller has the exclusive sales rights); |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|    |   | (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. |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.2.1   |   | Certain Seller Parts listed in  Appendix A of Clause 6 are available for lease by the Seller to the Buyer.                                                                                                                                                                                                                                                                                             |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.2.2   |   | The Material support to be  provided hereunder by the Seller covers items classified as Material in  sub-Clauses 1.2 (i) through (iv) both for initial provisioning as described  in Clause 2 (“**Initial Provisioning**”) and for  replenishment as described in Clause 3.                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
|    |   | Repairable Line Maintenance  Parts as specified in sub-Clauses 1.2 (i) and 1.2 (ii) above having less than  [***] flight-hours are considered as new.                                                                                                                                                                                                                                                  |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                   |
| 1.2.3   |   | Propulsion Systems, nacelles  (as applicable)*,*quick engine  change kit and thrust reverser (as applicable),******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. The Seller shall use its reasonable efforts to assist the Buyer |

 

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|        |   | in case of any difficulties  with availability of Propulsion Systems and associated spare parts.                                                                                                                                                                                                                                                                                                                                                     |
|--------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| 1.2.4  |   | During a period commencing on  the date hereof and continuing for as long as at least [***] covered under  this Agreement are operated in commercial air transport service (the “**Term**”), the Seller shall maintain or have maintained such  stock of Seller Parts as is deemed reasonable by the Seller and shall furnish  at reasonable prices Seller Parts adequate to meet the Buyer’s needs for  maintenance of the Aircraft. |

 

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|         |   | The Seller shall use its reasonable efforts to  obtain a similar service from all Suppliers of parts which are originally  installed on the Aircraft and not manufactured by the Seller.                                                                                                                                                                                                                                                                                                                                                         |
|---------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **1.3** |   | **Airbus Spares Support and Services  Headquarter**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.3.1   |   | The Seller has established its Airbus Spares Support  Centre in HAMBURG, FEDERAL REPUBLIC OF GERMANY (“ **Airbus Spares Support Centre**”) and shall maintain or cause  to be maintained during the Term a central store of Seller Parts.                                                                                                                                                                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.3.2   |   | The Airbus  Spares Support Centre is operated twenty-four (24) hours/day and seven  (7) days/week.                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.3.3   |   | The Seller reserves the right to effect deliveries  from distribution centres other than Airbus Spares Support Centre or from any  designated production or Suppliers’ facilities.                                                                                                                                                                                                                                                                                                                                                          |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    |   | For efficient and convenient deliveries, the Seller  and its Affiliate companies operate regional satellite stores.                                                                                                                                                                                                                                                                                                                                                                                                                              |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| **1.4** |   | **Agreements of the Buyer**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.4.1   |   | The Buyer agrees to purchase from the Seller or its  licensee(s) (“the Licensees”) the Seller Parts required for the Buyer’s own  needs during the Term, provided that the provisions of this Clause 1.4 shall  not in any way prevent the Buyer from resorting to the Seller Parts stocks of  other operators using the same Aircraft or from purchasing Seller Parts from  said operators or from distributors, provided said Seller Parts have been  designed by the Seller and manufactured by the Seller or its Licensee(s). |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.4.2   |   | The Buyer may manufacture or  have manufactured for its own use without paying any license fee to the  Seller parts equivalent to Seller Parts :                                                                                                                                                                                                                                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.4.2.1 |   | after expiration of the Term if  at such time the Seller Parts are out of stock,                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.4.2.2 |   | at any time, to the extent  Seller Parts are needed to effect aircraft on ground (“**AOG**”)  repairs upon any Aircraft delivered under the Agreement and are not available  from the Seller or its Licensees 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,                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.4.2.3 |   | in the event that the Seller  fails to fulfil its obligations with respect to any Seller Parts pursuant to  Clause 1.2 within a reasonable time after written notice thereof from the  Buyer,                                                                                                                                                                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 1.4.2.4 |   | in those instances where a  Seller Part is identified as “Local Manufacture” in the Illustrated Parts  Catalog (IPC).                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

45

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| 1.4.3.1 |   | The rights granted to the Buyer  in Clause 1.4.2 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.                                                                                                                              |
|---------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.4.3.2 |   | Furthermore, in the event of  the Buyer manufacturing or having manufactured any parts, subject to the  conditions of Clause 1.4.2, such manufacturing and any use made of the  manufactured part 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  responsibility to ensure that such manufacturing is performed in accordance  with the relevant procedures and Aviation Authority requirements.                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.4.3.3 |   | The Buyer shall allocate or  cause to be allocated its own part number to any part manufactured or caused  to be manufactured subject to Clause1.4.2 above. The Buyer shall not be  allowed to use or cause to be used the Airbus Partnumber of the Seller  Part  to which such manufactured part  is equivalent.                                                                                    |
|    |   |                                                                                                                                                                                                                                                                                                                                                                                                      |
| 1.4.3.4 |   | Notwithstanding any right  provided to the Buyer under Clause 1.4.2, the Buyer shall not be entitled  under any circumstances to sell any part manufactured or caused to be  manufactured under Clause 1.4.2 to any third party.                                                                                                                                                                          |

 

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| 2       |   | **INITIAL PROVISIONING**                                                                                                                                                                                                                                                |
|---------|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |   |                                                                                                                                                                                                                                                                    |
| **2.1** |   | **Initial Provisioning  Period**                                                                                                                                                                                                                                        |
|    |   |                                                                                                                                                                                                                                                                    |
|    |   | The **Initial  Provisioning Period** is defined as the period up to and expiring on  the [***] day after Delivery of the last Aircraft subject to firm order under  the Agreement.                                                                                      |
|    |   |                                                                                                                                                                                                                                                                    |
| **2.2** |   | **Pre-Provisioning  Meeting**                                                                                                                                                                                                                                           |
|    |   |                                                                                                                                                                                                                                                                    |
| 2.2.1   |   | The Seller shall organize a pre-provisioning  meeting (“**Pre-Provisioning Meeting**”) at  its Airbus Spares Support Centre for the purpose of formulating an acceptable  schedule and working procedure to accomplish the initial provisioning of  Material. |
|    |   |                                                                                                                                                                                                                                                                    |
| 2.2.2   |   | The date of the meeting shall be mutually agreed  upon, allowing a minimum preparation time of [***] weeks for the Initial Provisioning Conference referred to  in Clause 2.4 below.                                                                                    |
|    |   |                                                                                                                                                                                                                                                                    |
| **2.3** |   | **Initial Provisioning  Training**                                                                                                                                                                                                                                      |
|    |   |                                                                                                                                                                                                                                                                    |
|    |   | Upon the request of the Buyer,  the Seller can provide Initial Provisioning training for the Buyer’s  provisioning and purchasing personnel. The following areas shall be covered:                                                                                 |
|    |   |                                                                                                                                                                                                                                                                    |
|    |   | (i)                                                                                                                                                                                                                                                                     | The Seller during the  Pre-Provisioning Meeting shall familiarize the Buyer with the provisioning  documents. |
|    |   |                                                                                                                                                                                                                                                                    |   |
|    |   | (ii)                                                                                                                                                                                                                                                                    | The technical function as well  as the necessary technical and commercial Initial Provisioning Data shall be  explained during the Initial Provisioning Conference. |
|    |   |                                                                                                                                                                                                                                                                    |   |
|    |   | (iii)                                                                                                                                                                                                                                                                   | A familiarization with the  Seller’s purchase order administration system shall be conducted during the  Initial Provisioning Conference. |
|    |   |                                                                                                                                                                                                                                                                    |   |
| **2.4** |   | **Initial Provisioning  Conference**                                                                                                                                                                                                                                    |
|    |   |                                                                                                                                                                                                                                                                    |
|    |   | The Seller shall organize an  Initial Provisioning conference (“**Initial Provisioning  Conference**”) at the Airbus Spares Support Centre, including  participation of major Suppliers as mutually agreed upon during the  Pre-Provisioning Meeting.         |
|    |   |                                                                                                                                                                                                                                                                    |
|    |   | Such conference shall not take  place earlier than [***] weeks after Manufacturer Serial Number allocation,  Buyer Furnished Equipment selection or Contractual Definition Freeze,  whichever is the latest                                                             |

 

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| **2.5**    | ** ** | **Seller-Supplied Data**                                                                                                                                                                                                                                                              |   |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                            |   |
|       |       | The Seller shall prepare and supply to the Buyer the  data set forth hereunder.                                                                                                                                                                                                       |   |
|       |       |                                                                                                                                                                                                                                                                                  |   |
| 2.5.1      | ** ** | **Initial Provisioning Data**                                                                                                                                                                                                                                                         |   |
|       | ** ** | ** **                                                                                                                                                                                                                                                                            |   |
| ** ** |       | Initial Provisioning data elements generally in  accordance with SPEC 2000, Chapter 1, (“**Initial Provisioning  Data**”) shall be supplied by the Seller to the Buyer in a form,  format and a time-scale to be mutually agreed upon during the  Pre-Provisioning Meeting. |   |
| ** ** |       | ** **                                                                                                                                                                                                                                                                            |   |
| 2.5.1.1    |       | Revision service shall be provided every [***] days, up to the end of the Initial  Provisioning Period.                                                                                                                                                                               |   |
|       |       |                                                                                                                                                                                                                                                                                  |   |
| 2.5.1.2    |       | In any event, the Seller shall ensure that Initial  Provisioning Data is released 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.                                            |   |
|       |       |                                                                                                                                                                                                                                                                                  |   |
| 2.5.2      | ** ** | **Supplementary Data**                                                                                                                                                                                                                                                                |   |
|       | ** ** | ** **                                                                                                                                                                                                                                                                            |   |
|       |       | The Seller shall provide the Buyer with  supplementary data to the Initial Provisioning Data, including Local  Manufacture Tables (X-File) and Ground Support Equipment and Specific  (To-Type) Tools (W-File) in accordance with SPEC 2000, Chapter 1.                               |   |
|       |       |                                                                                                                                                                                                                                                                                  |   |
| 2.5.3      | ** ** | **Data for Standard Hardware**                                                                                                                                                                                                                                                        |   |
|       | ** ** | ** **                                                                                                                                                                                                                                                                            |   |
|       |       | The Initial Provisioning Data provided to the Buyer  shall include data for hardware and standard material.                                                                                                                                                                           |   |
|       |       |                                                                                                                                                                                                                                                                                  |   |
| **2.6**    | ** ** | **Supplier-Supplied Data**                                                                                                                                                                                                                                                            |   |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                            |   |
| 2.6.1      | ** ** | **General**                                                                                                                                                                                                                                                                           |   |
|       | ** ** | ** **                                                                                                                                                                                                                                                                            |   |
|       |       | The Seller shall obtain from Suppliers agreements to  prepare and issue for their own products as per Clause 1.2 (ii)  repair/overhaul Initial Provisioning Data in the English language, for those  components for which the Buyer has elected to receive data.                      |   |
|       |       |                                                                                                                                                                                                                                                                                  |   |
|       |       | Said data (initial issue and revisions) shall be  transmitted to the Buyer through the Suppliers and/or the Seller. The Seller  shall not be responsible for the substance of such data.                                                                                              |   |
|       |       |                                                                                                                                                                                                                                                                                  |   |
|       |       | In any event, the Seller shall exert its reasonable  efforts to supply such Data to the Buyer in due time to give the Buyer  sufficient time to perform any necessary evaluation and allow on-time  deliveries.                                                                       |   |

 

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| 2.6.2      | ** ** | **Initial Provisioning Data**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |       | Initial Provisioning Data elements for Supplier  Parts as per sub-Clause 1.2 (ii) generally in accordance with SPEC 2000,  Chapter 1, shall be furnished as mutually agreed upon during a  Pre-Provisioning Meeting with revision service assured up to the end of the  Initial Provisioning period.                                                                                                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **2.7**    | ** ** | **Initial Provisioning Data Compliance**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2.7.1      |       | Initial Provisioning Data generated by the Seller  and supplied to the Buyer shall comply with the latest configuration of the  Aircraft to which such data relate as known [***] months before the date of  issue. Said data shall enable the Buyer to order Material conforming to its  Aircraft as required for maintenance and overhaul.                                                                                                                                                                                                                                                                                          |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |       | This provision shall not cover:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |       | —            Buyer modifications not known to  the Seller,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|       |       | —            modifications not agreed to by the  Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **2.8**    | ** ** | **Commercial Offer**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2.8.1      |       | At the end of the Initial Provisioning Conference,  the Seller shall, at the Buyer’s request, submit a commercial offer for all  Material as defined in Clauses 1.2 (i) thru 1.2 (iv) mutually agreed as being  Initial Provisioning based on the Seller’s sales prices valid at the time of  finalization of the Initial Provisioning Conference. This commercial offer  shall be valid for a period to be mutually agreed upon, irrespective of any  price changes for Seller Parts during this period, except for significant  error and/or price alterations due to part number changes and/or Supplier  price changes. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.8.2      |       | During the Initial Provisioning Period the Seller  shall supply Material, as defined in Clause 1.2 and ordered from the Seller,  which shall be in conformity with the configuration standard of the concerned  Aircraft and with the Initial Provisioning Data transmitted by the Seller.                                                                                                                                                                                                                                                                                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2.8.3      |       | The Seller shall in addition use its reasonable  efforts to cause Suppliers to provide a similar service for their items.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **2.9**    | ** ** | **Delivery of Initial Provisioning Material**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 2.9.1      |       | To cover the requirements in Material for entry into  service of the Aircraft, the Seller shall use its reasonable efforts to deliver  Material ordered during the Initial Provisioning Period against the Buyer’s  orders and according to a mutually agreed schedule. Such deliveries shall  cover the Material requirements in line with the Aircraft fleet build up,  only up to that portion of the ordered quantity that is recommended for the  number of Aircraft operated during the Initial Provisioning Period.                                                                                                       |

 

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|            |       | The Seller shall in addition use its reasonable  efforts to cause Suppliers to provide to the Buyer a similar service for  their items.                                                                                                                                                                                                                                                                                                                                                      |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.9.2      |       | The Buyer may, subject to the Seller’s agreement,  cancel or modify Initial Provisioning orders placed with the Seller, with no  cancellation charge, not later than the quoted lead-time before scheduled  delivery of said Material.                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.9.3      |       | In the event of the Buyer cancelling or modifying  (without any liability of the Seller for the cancellation or modification)  any orders for Material outside the time limits defined in Clause 2.9.2, the  Buyer shall reimburse the Seller for any costs incurred in connection  therewith.                                                                                                                                                                                               |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.9.4      |       | All transportation costs for the return of Material  under this Clause 2, including any insurance, customs and duties applicable  or other related expenditures, shall be borne by the Buyer.                                                                                                                                                                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **2.10**   | ** ** | **Initial Provisioning Data for Exercised Options**                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 2.10.1     |       | All Aircraft for which the Buyer exercises its  option shall be included into the revision of the provisioning data that is  issued after execution of the relevant amendment to the Agreement if such  revision is not scheduled to be issued within four (4) weeks from the date of  execution. If the execution date does not allow four (4) weeks preparation  time for the Seller, the concerned Aircraft shall be included in the  subsequent revision as may be mutually agreed upon. |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.10.2     |       | The Seller shall, from the date of execution of the  relevant amendment to the Agreement until three (3) months after Delivery of  each Aircraft, submit to the Buyer details of particular Supplier components  being installed on each Aircraft, with recommendations regarding order  quantity. A list of such components shall be supplied at the time of the  provisioning data revision as specified above.                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.10.3     |       | The data concerning Material shall at the time of  each Aircraft Delivery at least cover such Aircraft’s technical configuration  as it existed six (6) months prior to Aircraft Delivery and shall be updated  to reflect the final status of the concerned Aircraft once manufactured. Such  update shall be included in the data revisions issued three (3) months after  Delivery of such Aircraft.                                                                                 |

 

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| **3**      | ** ** | **REPLENISHMENT AND DELIVERY**                                                                                                                                                                                                                                                                                                                           |
|------------|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                               |
| **3.1**    | ** ** | **General**                                                                                                                                                                                                                                                                                                                                              |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                               |
|       |       | Buyer’s purchase orders are administered in  accordance with SPEC 2000, Chapter 3.                                                                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                     |
|       |       | For the purpose of clarification it is expressly  stated that the provisions of Clause 3.2 do not apply to Initial  Provisioning Data and Material as described in Clause 2.                                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                     |
| **3.2**    | ** ** | **Lead times**                                                                                                                                                                                                                                                                                                                                           |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                               |
|       |       | In general, lead times are in accordance with the  provisions of the “World Airlines and Suppliers’ Guide” (Latest Edition).                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                     |
| 3.2.1      |       | Seller Parts as per sub-Clause 1.2 (i) listed in the  Seller’s Spare Parts Price Catalog can be dispatched within the lead times  defined in the Spare Parts Price Catalog.                                                                                                                                                                         |
|       |       |                                                                                                                                                                                                                                                                                                                                                     |
|       |       | Lead times for Seller Parts, which are not published  in the Seller’s Spare Parts Price Catalog, are quoted upon request.                                                                                                                                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                     |
| 3.2.2      |       | Material of sub-Clauses 1.2 (ii) thru 1.2 (iv) can  be dispatched within the Supplier’s lead-time augmented by the Seller’s own  order and delivery processing time.                                                                                                                                                                           |
|       |       |                                                                                                                                                                                                                                                                                                                                                     |
| 3.2.3      | ** ** | **Expedite Service**                                                                                                                                                                                                                                                                                                                                     |
|       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                               |
| ** ** |       | The Seller shall provide a [***] hours-a-day,  [***] days-a-week expedite service to provide for the supply of  the relevant Seller Parts available in the Seller’s stock, workshops and  assembly line including long lead time spare parts, to the international  airport nearest to the location of such part**(“Expedite Service”).** |
| ** ** |       |                                                                                                                                                                                                                                                                                                                                                     |
| 3.2.3.1    |       | 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 the expedite within:                                                                                                                                                |
|       |       |                                                                                                                                                                                                                                                                                                                                                     |
|       |       | —            [***] hours after receipt of an  AOG Order,                                                                                                                                                                                                                                     |
|       |       | —            [***] hours after receipt of a  Critical Order (imminent AOG or work stoppage),                                                                                                                                                                                                 |
|       |       | —            [***] days after receipt of an  Expedite Order from the Buyer.                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                     |
| 3.2.3.2    |       | The Seller shall deliver Seller Parts requested on  an Expedite basis against normal orders placed by the Buyer, or upon  telephone or telex requests by the Buyer’s representatives. Such telephone or  telex requests                                                                                                                             |

 

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|            | ** ** | shall be confirmed by subsequent Buyer’s orders for  such Seller Parts within a reasonable time.                                                                                                                                                                                                                                                                         |
|------------|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                    |
| **3.3**    | ** ** | **Delivery Status**                                                                                                                                                                                                                                                                                                                                                           |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                    |
|       |       | The Seller shall make available to the Buyer on the  Airbus Spares Portal the status of supplies against orders.                                                                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                          |
| **3.4**    | ** ** | **Excusable Delay**                                                                                                                                                                                                                                                                                                                                                           |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                    |
|       |       | Clause 10.1 of the Agreement shall apply to the  Material support.                                                                                                                                                                                                                                                                                                            |
|       |       |                                                                                                                                                                                                                                                                                                                                                                          |
| **3.5**    | ** ** | **Shortages, Overshipments, Non-Conformity  in Orders**                                                                                                                                                                                                                                                                                                                       |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                    |
| 3.5.1      |       | The Buyer shall immediately and not later than [***]  days after receipt of Material delivered pursuant to a purchase order advise  the Seller:                                                                                                                                                                                                                               |
|       |       |                                                                                                                                                                                                                                                                                                                                                                          |
|       |       | a)    of any alleged shortages  or overshipments with respect to such order,                                                                                                                                                                                                                                                                              |
|       |       |                                                                                                                                                                                                                                                                                                                                                                          |
|       |       | b)    of all non-conformities to  specification of parts in such order subjected to inspections by the Buyer.                                                                                                                                                                                                                                             |
|       |       |                                                                                                                                                                                                                                                                                                                                                                          |
|       |       | In the event of the Buyer not having advised the  Seller of any such alleged shortages, overshipments or non-conformity  within the above defined period, the Buyer shall be deemed to have accepted  the deliveries.                                                                                                                                                         |
|       |       |                                                                                                                                                                                                                                                                                                                                                                          |
| 3.5.2      |       | In the event of the Buyer reporting overshipments or  non-conformity to the specifications within the period defined in  Clause 3.5.1 the Seller shall, if the Seller accepts such overshipment or  non-conformity, either replace the concerned Material or credit the Buyer for  the returned Material. In such case, transportation costs shall be borne by  the Seller.   |
|       |       |                                                                                                                                                                                                                                                                                                                                                                          |
|       |       | The Buyer shall endeavour to minimize such costs,  particularly through the use of its own airfreight system for transportation  at no charge to the Seller.                                                                                                                                                                                                                  |
|       |       |                                                                                                                                                                                                                                                                                                                                                                          |
| **3.6**    | ** ** | **Packaging**                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                    |
|       |       | All Material shall be packaged in accordance with  ATA 300 Specification, Category III for consumable/expendable material and  Category II for rotables. Category I containers shall be used if requested by  the Buyer and the difference between Category I and Category II packaging  costs shall be paid by the Buyer together with payment for the respective  Material. |

 

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| **3.7**      |       | **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 Clauses 4.2 thru 4.4.                                                                                                                                     |
|         |       |                                                                                                                                                                                                                                                                                              |
| **4**        | ** ** | **COMMERCIAL CONDITIONS**                                                                                                                                                                                                                                                                         |
| ** **   | ** ** | ** **                                                                                                                                                                                                                                                                                        |
| **4.1**      | ** ** | **Price**                                                                                                                                                                                                                                                                                         |
| ** **   | ** ** | ** **                                                                                                                                                                                                                                                                                        |
| 4.1.1        |       | The Material prices shall be :                                                                                                                                                                                                                                                                    |
|         |       |                                                                                                                                                                                                                                                                                              |
|         |       | —                                                                                                                                                                                                                                                                                            | Free Carrier (FCA) the Airbus Spares Support Centre  for deliveries from the Airbus Spares Support --Centre. |
|         |       |                                                                                                                                                                                                                                                                                              |   |
|         |       | —                                                                                                                                                                                                                                                                                            | Free Carrier (FCA) place specified by the Seller for  deliveries from other Seller or Supplier facilities as the term Free Carrier  (FCA) is defined by the publication N°  560 of the International Chamber of Commerce published in January 2000. |
|         |       |                                                                                                                                                                                                                                                                                              |
| 4.1.2        |       | Prices shall be the Seller’s sales prices in effect  on the date of receipt of the order (subject to reasonable quantities and  delivery time) and shall be expressed in US-Dollars.                                                                                                         |
|         |       |                                                                                                                                                                                                                                                                                              |
| 4.1.3        |       | Prices of Seller Parts shall be in accordance with  the current Seller’s Spare Parts Price Catalog. Prices shall be firm for each  calendar year. The Seller, however, reserves the right to revise the prices  of said parts during the course of the calendar year in the following cases: |
|         |       |                                                                                                                                                                                                                                                                                              |
|         |       | —                                                                                                                                                                                                                                                                                            | significant revision in manufacturing costs, |
|         |       |                                                                                                                                                                                                                                                                                              |   |
|         |       | —                                                                                                                                                                                                                                                                                            | significant revision in manufacturer’s purchase  price of parts or materials (including significant variation of exchange  rates), |
|         |       |                                                                                                                                                                                                                                                                                              |   |
|         |       | —                                                                                                                                                                                                                                                                                            | significant error in estimation or expression of any  price. |
|         |       |                                                                                                                                                                                                                                                                                              |
| 4.1.4        |       | Prices of Material as defined in sub-Clauses 1.2  (ii) thru 1.2 (iv) shall be the valid list prices of the Supplier augmented  by the Seller’s handling charge. The percentage of the handling charge shall  vary with the Material’s value and shall be determined item by item.       |
|         |       |                                                                                                                                                                                                                                                                                              |
| **4.2**      | ** ** | **Payment Procedures and Conditions**                                                                                                                                                                                                                                                             |
| *** *** | ** ** | ** **                                                                                                                                                                                                                                                                                        |
| 4.2.1        |       | Payment shall be made in immediately available funds  in the quoted currency. In case of payment in any other free convertible  currency, the exchange rate valid on the day of actual money transfer shall  be applied for conversion.                                                           |

 

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| 4.2.2  |   | Payment shall be made by the Buyer to the Seller  within thirty [***] from date of the invoice to the effect that the value  date of the credit to the Seller’s account of the payment falls within this  [***] period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|--------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.2.3  |   | The Buyer shall make all payments hereunder to the  Seller’s account with:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   | VEREINS & WESTBANK AG - 20457 Hamburg - Germany                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   | Account: [***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   | Swift Address: VUWB DE HH,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | using international IBAN Code: DE[***]                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   | or as otherwise directed by the Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.2.4  |   |     All payments due to the Seller hereunder  shall be made in full without deduction or withholding of any kind.  Consequently, the Buyer shall procure that the sums received by the Seller  under this Exhibit “H” shall be equal to the full amounts expressed to be due  to the Seller hereunder, without deduction or withholding on account of and  free from any and all taxes, levies, imposts, dues or charges of whatever  nature except that if the Buyer is compelled by law to make any such  deduction or withholding the Buyer shall pay such additional amounts as may  be necessary in order that the net amount received by the Seller after such  deduction or withholding shall equal the amounts which would have been  received in the absence of such deduction or withholding. If the Seller  receives a refund of any amount with respect to which the Buyer has paid an  additional amount as described above the Seller shall pay to the Buyer, as  soon as practicable after the refund has been made (but not before the Buyer  has made all payments to the Seller required under this Clause), an amount  equal to such refund, provided that after such payment the Seller shall be in  no worse position in respect of its overall tax position than it would have  been if no such payment had been made. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 4.2.5  |   | If any payment due to the Seller is not received in  accordance with the timescale provided in Clause 4.2.2, without prejudice to  the Seller’s other rights under this Exhibit “H”, the Seller shall be  entitled to interest for late payment calculated on the amount due from and  including the date falling three (3) Working Days after due date of payment  up to and including the date when the payment is received by the Seller at a  rate equal to the London Interbank Offered Rate (LIBOR) for [***] months  deposits in US Dollars (as published in the Financial Times on the due date)  plus [***] per year (part year to be prorated).                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |

 

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| **4.3**    |       | **Title**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|------------|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|            |       | Title to any Material purchased under this Exhibit  “H” remains with the Seller until full payment of the invoices and any  interest thereon has been received by the Seller.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|       |       | The Buyer shall undertake that Material, title to  which has not passed to the Buyer, shall be kept free from any debenture or  mortgage or any similar charge or claim in favour of any third party.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **4.5**    | ** ** | **Buy-Back**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
| ** ** | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.1      | ** ** | **Buy-Back of Obsolete Material**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       |       | The Seller agrees to buy back unused Seller Parts  which may become obsolete before Delivery of the first Aircraft to the Buyer  as a result of mandatory modifications required by the Buyer’s or the  Seller’s Aviation Authorities, subject to the following:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.1.1    |       | The Seller Parts involved shall be those, which the  Buyer is directed by the Seller to scrap or dispose of and which cannot be  reworked or repaired to satisfy the revised standard.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.1.2    |       | The Seller shall credit to the Buyer the purchase price  paid by the Buyer for any such obsolete parts, provided that the Seller’s  liability in this respect does not extend to quantities in excess of the  Seller’s Initial Provisioning recommendation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.1.3    |       | The Seller shall use its reasonable efforts to  obtain for the Buyer the same protection from Suppliers.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.2      | ** ** | **Buy-Back of Initial Provisioning Surplus  Material**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|       | ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| 4.5.2.1    |       | The Seller agrees that at any time after [***] and within [***] years after Delivery of the first Aircraft to the Buyer,  the Buyer shall have the right to return to the Seller, at a credit of [***] of the original purchase price paid  by the Buyer, unused and undamaged Material as per sub-Clause 1.2 (i) and at  a credit of [***] of the original  Supplier list price, unused and undamaged Material as per sub-Clause 1.2 (ii)  originally purchased from the Seller under the terms hereof, provided that  the selected protection level does not exceed [***] with a transit time of [***]  days and said Material was recommended for the Buyer’s purchase in the  Seller’s Initial Provisioning recommendations to the Buyer and does not  exceed the provisioning quantities recommended by the Seller, and is not  shelflife limited, or does not contain any shelflife limited components with  less than [***] shelflife remaining  when returned to the Seller and provided that the Material is returned with  the Seller’s original documentation (tag, certificates). |
|       |       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.5.2.2    |       | 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 Clause. The  Seller’s agreement in writing is necessary before any Material in excess of  the Seller’s recommendation shall be considered for buy-back.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |

 

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| 4.5.2.3    | It is expressly  understood and agreed that the rights granted to the Buyer under this Clause  4.5.2 shall not apply to Material which may become surplus to requirements  due to obsolescence at any time or for any reason other than those set forth  in Clause 4.5.1 above.                        |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                   |
| 4.5.2.4    | Further, it is  expressly understood and agreed that all credits described in this Clause  4.5.2 shall be provided by the Seller to the Buyer exclusively by means of  credit notes to be entered into the Buyer’s spares account with the Seller.                                                |
|       |                                                                                                                                                                                                                                                                                                   |
| 4.5.3      | All  transportation costs for the return of obsolete or surplus Material under  this Clause 4, including any insurance and customs duties applicable or other  related expenditures, shall be borne by the Buyer.                                                                                      |
| ** ** | ** **                                                                                                                                                                                                                                                                                             |
| **4.6**    | **Inventory  Usage Data**                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                   |
|       | The Buyer  undertakes to provide periodically to the Seller a quantitative list of the  parts used for maintenance and overhaul of the Aircraft. The range and  contents of this list shall be established according to SPEC 2000, Chapter 5,  or as mutually agreed between the Seller and the Buyer. |

 

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| **5.**     | **WARRANTIES**                                                                                                                                                                                                                 |                                                                                                 |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                     |                                                                                                 |
| **5.1**    | **Seller Parts**                                                                                                                                                                                                               |                                                                                                 |
|       |                                                                                                                                                                                                                           |
|       | Subject to the limitations and conditions as  hereinafter provided, the Seller warrants to the Buyer that all Seller Parts  in sub-Clause 1.2 (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. |
|       |                                                                                                                                                                                                                           |                                                                                                 |
| **5.2**    | **Warranty Period**                                                                                                                                                                                                            |
|       |                                                                                                                                                                                                                           |
| 5.2.1      | The standard warranty period for new Seller Parts is  [***] months after delivery of such parts to the Buyer.                                                                                                                  |
|       |                                                                                                                                                                                                                           |
| 5.2.2      | The standard warranty period for used Seller Parts  delivered by and/or repaired, modified, overhauled or exchanged by the Seller  is [***] months after delivery of such parts to the Buyer.                                  |
| ** ** | ** **                                                                                                                                                                                                                     |                                                                                                 |
| **5.3**    | **Buyer’s Remedy and Seller’s Obligation**                                                                                                                                                                           |
|       |                                                                                                                                                                                                                           |
|       | The Buyer’s remedy and Seller’s obligation and liability  under this Clause 5 are limited to the repair, replacement or correction, at  the Seller’s expense and option, of any Seller Part which is defective. |
|       |                                                                                                                                                                                                                           |
|       | The Seller may equally at its option furnish a  credit to the Buyer for the future purchase of Seller Parts equal to the  price at which the Buyer is then entitled to acquire a replacement for the  defective Seller Parts.  |
|       |                                                                                                                                                                                                                           |
|       | The provisions of Clauses 12.1.5 thru 12.1.10 of the  Agreement shall apply to this Clause 5 of this Exhibit “H”.                                                                                                    |
|            |                                                                                                                                                                                                                                |                                                                                                      |  |

 

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| **5.4** | **Waiver, Release and Renunciation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE  SELLER AND/OR ITS SUPPLIERS AND REMEDIES OF THE BUYER SET FORTH IN THIS  CLAUSE 5 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY  WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND  LIABILITIES OF THE SELLER AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND  REMEDIES OF THE BUYER AGAINST THE SELLER, ITS SUPPLIERS AND/OR THEIR INSURERS  EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY  NON-CONFORMITY OR DEFECT IN ANY MATERIAL DELIVERED UNDER THIS 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 OF TRADE; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY,  WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE SELLER’S  AND/OR ITS SUPPLIERS’ NEGLIGENCE, ACTUAL OR IMPUTED; AND |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    | (E)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY  FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART  THEREOF OR MATERIAL DELIVERED HEREUNDER. |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | THE SELLER AND/OR ITS SUPPLIERS SHALL HAVE NO  OBLIGATION OR LIABILITY, HOWSOEVER ARISING, FOR LOSS OF USE, REVENUE OR  PROFIT OR FOR ANY OTHER DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH  RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY MATERIAL DELIVERED UNDER THIS  AGREEMENT.                                                                                                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    | FOR THE PURPOSES OF THIS CLAUSE 5.4, THE “SELLER”  SHALL INCLUDE THE SELLER AND ITS AFFILIATES.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | NOTHING IN THIS CLAUSE 5.4 SHALL CONSTITUE A WAIVER,  RELEASE OR RENUNCIATION BY THE BUYER OR ANY AFFILIATE OF THE BUYER OF ANY  EXPRESS OBLIGATIONS OR LIABILITIES OWED BY ANY SUPPLIER OR ANY AFFILIATE OF  THE SELLER TO THE BUYER OR ITS AFFILIATE PURSUANT TO ANY AGREEMENT BETWEEN  SUCH SUPPLIER OR AFFILIATE OF THE SELLER AND THE BUYER OR ITS AFFILIATE.                                                                                                                                                                                                                                               |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | THE PROVISIONS OF THIS CLAUSE 5.4 SHALL BE WITHOUT  PREJUDICE TO THE PROVISIONS OF CLAUSES 14.9 AND CLAUSE 14.11 OF THIS  AGREEMENT, CLAUSE 6.9.6 OF THIS EXHIBIT H, CLAUSE 11 OF ANY SOFTWARE LICENCE  AND CLAUSE 8.2 OF ANY                                                                                                                                                                                                                                                                                                                                                                                    |

 

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|            | CBT LICENCE AND THE OBLIGATIONS OF THE SELLER  EXPRESSLY PRESERVED THEREUNDER;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| **6**      | **SELLER PARTS LEASING**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **6.1**    | **General**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       | The terms and conditions of this Clause 6 shall  apply for the leasing of Seller Parts listed in Appendix A to this Clause 6,  hereinafter “**Leased Parts**” or a “**Leased Part**”, and shall form a part of each lease of Seller  Parts by the Buyer from the Seller.                                                                                                                                                                                                                                                                        |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 6.1.1      | The terms and conditions of this Clause 6 shall  prevail over all other terms and conditions appearing on any order form or  other document pertaining to Leased Parts. The Seller’s current proprietary  parts Repair Guide shall be provided to the Buyer and shall be used, along  with this Agreement, as the basis for Seller Parts lease transactions between  the Buyer and the Seller. In case of discrepancy, this Agreement shall  prevail.                                                                                                          |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 6.1.2      | For the purposes of this Clause 6, the term “**Lessor**” refers to the Seller and the term “**Lessee**” refers to the Buyer.                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 6.1.3      | Parts not included in Appendix A to this Clause 6  shall be the subject of a separate lease agreement supplied by the Seller at  the Buyer’s request.                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **6.2**    | **Leasing Procedure**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       | Upon the Lessee’s request by telephone (to be  confirmed promptly in writing), facsimile, cable, SITA, letter or other  written instrument, the Lessor shall lease such Leased Parts, which shall be  made available in accordance with Clause 3.2.3 for the purpose of being  substituted for a part removed from an Aircraft for repair or overhaul. Each  lease of Leased Parts shall be evidenced by a lease document (hereinafter “**Lease**”) issued by the Lessor to the Lessee not later than [***] days after delivery of the Leased  Part. |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **6.3**    | **Lease Period**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| 6.3.1      | The total term of the Lease (hereinafter “**Lease Period**”) shall be counted from inclusively the day  the Leased Part is delivered Free Carrier (FCA) up to inclusively the day of  receipt of the Leased Part back at the Lessor or at any other address  indicated by the Lessor.                                                                                                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
| 6.3.2      | If a Leased Part is not returned by the Lessee  within [***] days, the Lease shall be converted into a sale. Should the  Lessee not return the Leased Part to the Lessor within [***] days and if the  Lessor so elects, by giving                                                                                                                                                                                                                                                                                                                                  |

 

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|            | prompt written notice to the Lessee, such non return  shall be deemed to be an election by the Lessee to purchase the Leased Part  and, upon the happening of such event, the Lessee shall pay the Lessor all  amounts due under Clauses 6.4 and 6.8 for the Leased Part for the Lease  Period of [***] days plus the current sales price of the Leased Part at the  moment of the conversion of the Lease. |
|------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                                                                                                                                                        |
| 6.3.3      | Notwithstanding the foregoing, the Lease Period  shall end in the event of, and upon the date that, the Lessee acquiring title  to a Leased Part as a result of exercise of the Lessee’s option to purchase  the Leased Part, as provided for herein.                                                                                                                                                  |
|       |                                                                                                                                                                                                                                                                                                                                                                                                        |
| 6.3.4      | The chargeable period to lease a part is a minimum  of [***] days. If the shipment of the Leased Part has been arranged and the  Lessee cancels the lease order, the minimum chargeable period of [***] days  shall apply.                                                                                                                                                                                  |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                  |
| **6.4**    | **Lease Charges and Taxes**                                                                                                                                                                                                                                                                                                                                                                                 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                        |
|       | The Lessee shall pay the Lessor:                                                                                                                                                                                                                                                                                                                                                                            |
|       |                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|       | (i)                                                                                                                                                                                                                                                                                                                                                                                                         | a Lease fee per day of the Lease Period amounting to  [***] of the part’s sales price as set forth in the Seller’s Spare Parts  Price Catalog in effect on the date of the commencement of the Lease Period; |
|       |                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                        | any reasonable additional costs which may be  incurred by the Lessor as a direct result of such Lease, such as  recertification, inspection, test, repair, overhaul, removal of paint and/or  repackaging costs as required to place the Leased Part in a satisfactory  condition for lease to a subsequent customer; |
|       |                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                       | all transportation and insurance charges; and |
|       |                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|       | (iv)                                                                                                                                                                                                                                                                                                                                                                                                        | any taxes, charges or custom duties imposed upon the  Lessor or its property as a result of the Lease, sale, delivery, storage or  transfer of any Leased Part. All payments due hereunder shall be made in  accordance with Clause 4. |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                  |
| **6.5**    | **Risk of Loss, Maintenance, Storing and Repair of  the Leased Part**                                                                                                                                                                                                                                                                                                                                       |
|       |                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|       | (i)                                                                                                                                                                                                                                                                                                                                                                                                         | The Lessee shall be liable for maintaining and  storing the Leased Part in accordance with all applicable rules of the  relevant aviation authorities and the technical documentation and other  instructions issued by the Lessor. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                        | Except for normal wear and tear, each Leased Part  shall be returned to the Lessor in the same condition as when delivered to  the Lessee. |

 

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|            | (iii)                                                                                                                                                                                                                                                                          | The Leased Part shall be repaired solely at repair  stations approved by the Lessor. If during the Lease Period any inspection,  maintenance, rework and/or repair is carried out to maintain the Leased Part  serviceable, in accordance with the standards of the Lessor, the Lessee shall  provide details and documentation about the scope of the work performed,  including respective inspection, work and test reports.          |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|       |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | (iv)                                                                                                                                                                                                                                                                           | All documentation shall include, but not be limited  to, evidence of incidents such as hard landings, abnormalities of operation  and corrective action taken by the Lessee as a result of such incidents.                                                                                                                                                                                                                               |
|       |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | (v)                                                                                                                                                                                                                                                                            | The Leased Part must not be lent to a third party.                                                                                                                                                                                                                                                                                                                                                                                       |
|       |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | (vi)                                                                                                                                                                                                                                                                           | Risk of loss or damage to each Leased Part shall  remain with the Lessee until such Leased Part is redelivered to the Lessor at  the return location specified in the applicable Lease. If a Leased Part is  lost, damaged beyond economical repair or damaged unrepairable, the Lessee shall  be deemed to have exercised its option to purchase said Leased Part in  accordance with Clause 6.8 as of the date of such loss or damage. |
| **6.6**    | **Title**                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                           |
|       | Title to each Leased Part shall remain with the  Lessor at all times unless the Lessee exercises its option to purchase in  accordance with Clause 6.8, in which case title shall pass to the Lessee upon  receipt by the Lessor of the payment for the purchased Leased Part. |
| ** ** | ** **                                                                                                                                                                                                                                                                     |
| **6.7**    | **Return of Leased Part**                                                                                                                                                                                                                                                      |
|       |                                                                                                                                                                                                                                                                           |
| 6.7.1      | The Lessee shall return the Leased Part at the end  of the Lease Period to the address indicated on the individual lease document  provided by the Lessor at the start of each Lease transaction.                                                                              |
|       |                                                                                                                                                                                                                                                                           |
| 6.7.2      | The return shipping document shall indicate the  reference of the Lease document and the removal data, such as:                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | (i)                                                                                                                                                                                                                                                                            | aircraft manufacturer serial number                                                                                                                                                                                                                                                                                                                                                                                                      |
|       |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | (ii)                                                                                                                                                                                                                                                                           | removal date                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | (iii)                                                                                                                                                                                                                                                                          | total flight hours and flight cycles for the period  the Leased Part was installed on the aircraft                                                                                                                                                                                                                                                                                                                                       |
|       |                                                                                                                                                                                                                                                                           |                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|       | (iv)                                                                                                                                                                                                                                                                           | documentation in accordance with Clause 6.5.                                                                                                                                                                                                                                                                                                                                                                                             |
|       |                                                                                                                                                                                                                                                                           |
|       | If the Lessee cannot provide the above mentioned  data and documentation for the Leased Part to be returned from Lease, lease  charges of [***] of the                                                                                                                         |

 

61

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|        | Lessor’s current sales price for a new part plus  [***] of the accumulated Lease fees shall be invoiced. According to the  Lessor’s quality standards, parts are not serviceable without the maintenance  history data outlined above and have to be scrapped on site.                                                                                                                                |
|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 6.7.3  | The unserviceable or serviceable tag issued by the  Lessee and the original Lessor certification documents must be attached to  the Leased Part.                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 6.7.4  | Except for normal wear and tear, each Leased Part  shall be returned to the Lessor in the same condition as when delivered to  the Lessee. The Leased Part shall be returned with the same painting as when  delivered (Airbus grey or primary paint). If the Lessee is not in a position  to return the Leased Part in the same serviceable condition, the Lessee has  to contact the Lessor for instructions. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 6.7.5  | The Leased Part is to be returned in the same  shipping container as that delivered by the Lessor. The container must be in  a serviceable condition, normal wear and tear excepted.                                                                                                                                                                                                                            |
|   |                                                                                                                                                                                                                                                                                                                                                                                                            |
| 6.7.6  | The return of an equivalent part different from the  Leased Part delivered by the Lessor is not allowed without previous written  agreement of the Lessor.                                                                                                                                                                                                                                                      |

 

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| **6.8**    | **Option to Purchase**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 6.8.1      | The Lessee may at its option, exercisable by written  notice given to the Lessor during the Lease Period, elect to purchase the  Leased Part, in which case the then current sales price for such Leased Part  as set forth in the Seller’s Spare Parts Price Catalog shall be paid by the  Lessee to the Lessor. Should the Lessee exercise such option, [***] of the  Lease rental charges due pursuant to sub-Clause 6.4 (i) shall be credited to  the Lessee against said purchase price of the Leased Part.                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 6.8.2      | In the event of purchase, the Leased Part shall be  warranted in accordance with Clause 5 as though such Leased Part were a  Seller Part, but the warranty period shall be deemed to have commenced on the  date such part was first installed on any Aircraft; provided, however, that  in no event shall such warranty period be less than [***] months from the  date of purchase of such Leased Part. A warranty granted under this Clause  6.8.2 shall be in substitution for the warranty granted under Clause 6.9 at  the commencement of the Lease Period. |

 

63

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| **6.9**    | **Warranties**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 6.9.1      | The Lessor warrants that each Leased Part shall at  the time of delivery be free from defects in material and workmanship which could  materially impair the utility of the Leased Part.                                                                                                                                                                                                                                                                                                                                                |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6.9.2      | **Warranty and Notice Periods**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       | The Lessee’s remedy and the Lessor’s obligation and  liability under this Clause 6.9, with respect to each defect, are conditioned  upon:                                                                                                                                                                                                                                                                                                                                                                                     |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       | (i)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     | the defect having become apparent to the Lessee  within the Lease Period, and |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|       | (ii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | the return by the Lessee as soon as practicable to  the return location specified in the applicable Lease, or such other place as  may be mutually agreed upon, of the Leased Part claimed to be defective, and |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|       | (iii)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | the Lessor’s warranty administrator having received  written notice of the defect from the Lessee within [***] days after the  defect becomes apparent to the Lessee, with reasonable proof that the claimed  defect is due to a matter embraced within the Lessor’s warranty under this  Clause 6.9 and that such defect did not result from any act or omission of  the Lessee, including but not limited to any failure to operate or maintain  the Leased Part claimed to be defective or the Aircraft in which it was  installed in accordance with applicable governmental regulations and the  Lessor’s applicable written instructions. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
| 6.9.3      | **Remedies**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       | The Lessee’s remedy and the Lessor’s obligation and  liability under this Clause 6.9 with respect to each defect are limited to  the repair of such defect in the Leased Part in which the defect appears, or,  as mutually agreed, to the replacement of such Leased Part with a similar  part free from defect.                                                                                                                                                                                                             |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|       | Any replacement part furnished under this Clause  6.9.3 shall be deemed to be the Leased Part so replaced.                                                                                                                                                                                                                                                                                                                                                                                                                              |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| 6.9.4      | **Suspension and Transportation Costs**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| 6.9.4.1    | If a Leased Part is found to be defective and  covered by this warranty, the Lease Period and the Lessee’s obligation to pay  rental charges as provided for in sub-Clause 6.4 (i) shall be suspended from  the date on 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 |
|            |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |  |  |

 

64

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|    | 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.                                                                                                                                                                                                                                                                                                                                                                                  |
|---------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | If a Leased Part is found to be defective upon first  use by the Lessee and is covered by this warranty, no rental charges as  provided in sub-Clause 6.4 (i) shall accrue and be payable by the Lessee  until the date on which the Lessor has repaired, corrected or replaced the  defective Leased Part.                                                                                                                                                                                                                                                                                                                      |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6.9.4.2 | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6.9.5   | **Wear and Tear**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|    | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    | Normal wear and tear and the need for regular  maintenance and overhaul shall not constitute a defect or non-conformance  under this Clause 6.9.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| 6.9.6   | **Waiver, Release and Renunciation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|    | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|    | THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE  LESSOR AND/OR ITS SUPPLIERS AND REMEDIES OF THE LESSEE SET FORTH IN THIS  CLAUSE 6 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LESSEE HEREBY  WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND  LIABILITIES OF THE LESSOR AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND  REMEDIES OF THE LESSEE AGAINST THE LESSOR, ITS SUPPLIERS AND/OR THEIR  INSURERS EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY  NON-CONFORMITY OR DEFECT IN ANY LEASED PART DELIVERED UNDER THESE LEASING  CONDITIONS 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 OF TRADE; |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    | (D)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY,  WHETHER CONTRACTUAL OR DELICTUAL AND WHETHER OR NOT ARISING FROM THE LESSOR’S  OR ITS SUPPLIERS’ NEGLIGENCE, ACTUAL OR IMPUTED; AND |
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|    | (E)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY  FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART  THEREOF OR ANY LEASED PART DELIVERED HEREUNDER. |

 

65

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|   | THE  LESSOR AND/OR ITS SUPPLIERS SHALL HAVE NO OBLIGATION OR LIABILITY, HOWSOEVER  ARISING, FOR LOSS OF USE, REVENUE OR PROFIT OR FOR ANY OTHER DIRECT,  INCIDENTAL, OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NON-CONFORMITY OR  DEFECT IN ANY LEASED PART DELIVERED UNDER THESE LEASING CONDITIONS.                                                             |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                 |
|   | FOR THE PURPOSES OF THIS CLAUSE 6.9.6, “THE LESSOR”  SHALL INCLUDE THE LESSOR AND ITS AFFILIATES.                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                 |
|   | NOTHING IN THIS CLAUSE 6.9.6 SHALL CONSTITUE A  WAIVER, RELEASE OR RENUNCIATION BY THE BUYER OR ANY AFFILIATE OF THE BUYER OF  ANY EXPRESS OBLIGATIONS OR LIABILITIES OWED BY ANY SUPPLIER OR ANY AFFILIATE  OF THE SELLER TO THE BUYER OR ITS AFFILIATE PURSUANT TO ANY AGREEMENT BETWEEN  SUCH SUPPLIER OR AFFILIATE OF THE SELLER AND THE BUYER OR ITS AFFILIATE. |
|   |                                                                                                                                                                                                                                                                                                                                                                 |
|   | THE PROVISIONS OF THIS CLAUSE 6.9.6 SHALL BE WITHOUT  PREJUDICE TO THE PROVISIONS OF CLAUSES 14.9 AND CLAUSE 14.11 OF THIS  AGREEMENT, CLAUSE 5.4 OF THIS EXHIBIT H, CLAUSE 11 OF ANY SOFTWARE LICENCE  AND CLAUSE 8.2 OF ANY CBT LICENCE AND THE OBLIGATIONS OF THE SELLER EXPRESSLY  PRESERVED THEREUNDER;                                                         |

 

66

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|   | APPENDIX “A” TO CLAUSE 6 OF EXHIBIT “H” |
|--------|-------------------------------------------------------------|
|   |                                                        |
|   |                                                        |
|   |                                                        |
|   | SELLER PARTS AVAILABLE FOR LEASING                          |
|   |                                                        |
|   |                                                        |
|   |                                                        |
|   |                                                        |
|   | AILERONS                                                    |
|   |                                                        |
|   | APU DOORS                                                   |
|   |                                                        |
|   | CARGO DOORS                                                 |
|   |                                                        |
|   | PASSENGER DOORS                                             |
|   |                                                        |
|   | ELEVATORS                                                   |
|   |                                                        |
|   | FLAPS                                                       |
|   |                                                        |
|   | LANDING GEAR DOORS                                          |
|   |                                                        |
|   | RUDDER                                                      |
|   |                                                        |
|   | TAIL CONE                                                   |
|   |                                                        |
|   | SLATS                                                       |
|   |                                                        |
|   | SPOILERS                                                    |
|   |                                                        |
|   | AIRBRAKES                                                   |
|   |                                                        |
|   | WING TIPS                                                   |
|   |                                                        |
|   | WINGLETS                                                    |
|        |                                                             |  |

 

67

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#### * *

| **7**      | **TERMINATION OF SPARES PROCUREMENT COMMITMENTS**                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| **7.1**    | In the event of  the Agreement being terminated with respect to any Aircraft due to causes  provided for in Clauses 10, 11 or 20 of the Agreement, such termination may  also affect the terms of this Exhibit “H” to the extent set forth in Clause  7.2 below.                                                                                                                                                                                                                               |
| ** ** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **7.2**    | Any termination under Clauses 10, 11 or 20 of the  Agreement shall discharge all obligations and liabilities of the parties  hereunder with respect to such undelivered spare parts, services, data or  other items to be purchased hereunder which are applicable to those Aircraft  for which the Agreement has been terminated. Unused spare parts in excess of  the Buyer’s requirements due to such Aircraft cancellation shall be  repurchased by the Seller as provided for in Clause 4.5.2. |

 

68

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| **EXHIBIT I**                                                   |
|-----------------------------------------------------------------|
|                                                            |
|                                                            |
|                                                            |
|                                                            |
|                                                            |
| **AIRFRAME  WARRANTY AND SUPPORT ASSIGNMENT**                   |
| **AGREEMENT**                                                   |
|                                                            |
|                                                            | Dated [                    ] |
|                                                            |   |
| between                                                         |
|                                                            |
| **AerCap  Ireland Limited**                                     |
| as Assignor                                                     |
|                                                            |
|                                                            |
| and                                                             |
|                                                            |
|                                                            |
| **[AIRLINE]**                                                   |
| as Assignee                                                     |
|                                                            |
|                                                            |
|                                                            |
|                                                            |
| in respect of  one (1) Airbus A330-[  ] Aircraft      |
| bearing  Manufacturer’s Serial Number [   ] |

 

69

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**TABLE OFCONTENTS**
| Clause                |                                                     | Page       |
|-----------------------|----------------------------------------------------------|------------|
|                  |                                                     |       |
|                  |                                                     |       |
| **1.**                | **Definitions and Interpretation**                       | **71**     |
| ** **            | ** **                                               | ** ** |
| **2.**                | **Assignment**                                           | **72**     |
| ** **            | ** **                                               | ** ** |
| **3.**                | **Rights and Obligations of the Assignor and  Assignee** | **72**     |
| ** **            | ** **                                               | ** ** |
| **4.**                | **Termination**                                          | **73**     |
| ** **            | ** **                                               | ** ** |
| **5.**                | **Onward Transfer of Rights**                            | **73**     |
| ** **            | ** **                                               | ** ** |
| **6.**                | **Notification**                                         | **73**     |
| ** **            | ** **                                               | ** ** |
| **7.**                | **Non-disclosure**                                       | **73**     |
| ** **            | ** **                                               | ** ** |
| **8.**                | **Further Acts**                                         | **74**     |
| ** **            | ** **                                               | ** ** |
| **9.**                | **Waiver**                                               | **74**     |
| ** **            | ** **                                               | ** ** |
| **10.**               | **Illegality**                                           | **74**     |
| ** **            | ** **                                               | ** ** |
| **11.**               | **Notices**                                              | **74**     |
| ** **            | ** **                                               | ** ** |
| **12.**               | **Counterparts**                                         | **75**     |
| ** **            | ** **                                               | ** ** |
| **13.**               | **Effective Date**                                       | **75**     |
| ** **            | ** **                                               | ** ** |
| **14.**               | **Governing Law and Jurisdiction**                       | **75**     |
| ** **            | ** **                                               | ** ** |
| SCHEDULE 1            |                                                     |       |
| THE WARRANTIES        |                                                     |       |
| SCHEDULE 2            |                                                     |       |
| CONSENT AND AGREEMENT |                                                     |       |
|                       |                                                          |            |  |

 

70

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| **THIS AIRFRAME WARRANTY AND SUPPORT ASSIGNMENT AGREEMENT (**the**“Agreement”)**dated  [          ] is made by way  of deed |
|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                                                              |
| **BETWEEN:**                                                                                                                                                                            |   |   |   |
| ** **                                                                                                                                                                              |   |   |   |
| (1)                                                                                                                                                                                     | **AerCap Ireland Ltd.******a company organised under the laws of the Ireland having  its principal place of business located at AerCap House, Shannon County  Clare, Ireland (the “**Assignor**”);  and |
|                                                                                                                                                                                    | ** ** |
| (2)                                                                                                                                                                                     | **[AIRLINE**] a company organised  and existing under the laws of [           ]  having its principal office at [                 ]  (the**“Assignee”)** |
|                                                                                                                                                                                    | ** ** |
| **WHEREAS:**                                                                                                                                                                            |   |   |   |
| ** **                                                                                                                                                                              |   |   |   |
| (A)                                                                                                                                                                                     | Pursuant to a purchase agreement dated [   ]  between Airbus and the Assignor (the “**Purchase Agreement**”),  the Assignor agreed, among other things, to purchase the Aircraft (as defined  below) from Airbus. |
|                                                                                                                                                                                    |   |
| (B)                                                                                                                                                                                     | Pursuant to an aircraft lease agreement dated [      ]  between the Assignor and the Assignee, (the “**Lease  Agreement**”), the Assignor has agreed to lease the Aircraft to the  Assignee. |
|                                                                                                                                                                                    |   |
| (C)                                                                                                                                                                                     | Pursuant to a participation agreement dated [          ]  between the Assignor and the Assignee, (the “**Participation  Agreement**”), the Assignor has authorised the Assignee to  participate in certain operations relating to the Aircraft and to receive the  benefit of certain customer support in respect of the Aircraft prior to  Delivery. |
|                                                                                                                                                                                    |   |
| (D)                                                                                                                                                                                     | The Assignor wishes to assign to the Assignee its  interest in and to the Warranties (as defined below) and the Support Rights  (as defined below) upon the terms and subject to the conditions of this  Agreement. |
|                                                                                                                                                                                    |   |
| **NOW, IT IS AGREED AS FOLLOWS :**                                                                                                                                                      |
| ** **                                                                                                                                                                              |
| 1.                                                                                                                                                                                      | Definitions and Interpretation |
|                                                                                                                                                                                    |   |
|                                                                                                                                                                                    | In this Agreement, including the recitals and  schedules, the following terms shall have the following meaning: |
|                                                                                                                                                                                    |   |
| ** **                                                                                                                                                                              | **“Aircraft”**means collectively  the Airframe and the aircraft engines installed thereon; |
| ** **                                                                                                                                                                              | ** ** |
| ** **                                                                                                                                                                              | **“Airframe**” means the Airbus  A3[  ]-[   ] aircraft bearing manufacturer’s serial  number [   ] (excluding the aircraft engines installed  thereon) together with all parts incorporated in, installed on or attached to  such airframe on the Delivery Date; |
| ** **                                                                                                                                                                              | ** ** |
| *** ***                                                                                                                                                                            | **“Airbus”** means Airbus S.A.S. (legal successor of Airbus S.N.C.,  formerly known as Airbus G.I.E. and Airbus Industrie G.I.E.), a *Société par Actions Simplifiée* duly created and existing  under French Law, and includes its successors and assigns; |
|                                                                                                                                                                                         |  |  |  |  |

 

71

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|         | **“Business Day**” means a day (other than a Saturday or a  Sunday) on which banks and foreign exchange markets are open for business in  [ ] and France;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|--------------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|         | **“Consent and Agreement”**means  the consent of Airbus to this Agreement and the agreement of the Assignor and  the Assignee to the terms of such consent substantially in the form set out  in Schedule 2;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|         | ***“*Delivery***”*means the delivery of and transfer of title to the  Aircraft *by the Assignor to the Assignee  pursuant to the Lease Agreement.*                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| *** *** | *** ***                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|         | **“Delivery Date”**for the Aircraft  means the date on which Delivery shall occur;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|         | **“Event of Default”**means the  events of default set out in Clause [ ] of the Lease Agreement;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|         | **“Support Rights”**means the  support rights in respect of the Aircraft pursuant to Clauses [ ] and [ ] of  the Purchase Agreement as set out in Schedule [ ] of the Participation  Agreement, and which remain available as of the date hereof;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| ** **   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|         | **“Warranties”**means the  warranty rights given by Airbus in respect of the Airframe to the Assignor  pursuant to Clause 12 (Warranties and Service Life Policy) and Clause 13  (Patent Indemnity) of the Purchase Agreement, as set out in Schedule 1  including all post-delivery rights in respect thereof.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| ** **   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **   | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|         | In this Agreement a reference to any Clause,  paragraph or Schedule is a reference to such Clause, paragraph or Schedule of  this Agreement, and the headings of Clauses and Schedules are inserted for  convenience of reference only and shall not affect the interpretation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|         | Reference to any document or agreement means such  document or agreement as originally signed, or as modified, amended, varied,  or supplemented from time to time.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 2.           | Assignment                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **   | Subject to the terms and conditions of this  Agreement, the Assignor assigns to the Assignee all of its rights and  interest in and to the Warranties and the Support Rights (together the “**Assigned Rights**”) and the Assignee hereby accepts such  assignment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| ** **   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.           | Rights and Obligations of the Assignor and Assignee                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
| 3.1          | The terms and conditions of the Purchase Agreement  shall apply to all claims made in respect of the Warranties and any exercise  of the Assigned Rights and shall be binding upon the Assignee and the  Assignee shall be subject to all obligations, restrictions, limitations and  conditions of the Purchase Agreement with respect to the exercise of such  rights or the making of such claim (including, without limitation, (i) the  Waiver, Release and Renunciation in Clause 12.5 and (ii) the indemnities and  insurance provisions in Clause 19 (copies of which are attached in Exhibit 3  of the Participation Agreement) of the Purchase Agreement) in accordance with  Clause 3 of the Participation Agreement, in each case to the same extent as  if the Assignee had been named “Buyer” thereunder). |
|              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |  |

##  

| 3.2 | For as long as this Agreement is in full force and  effect, the Assignee and not the |
|-----|--------------------------------------------------------------------------------------|

 

72

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|        | Assignor will be responsible for compliance with  Clauses 12.5 and Clause 19 of the Purchase Agreement (to the extent provided  in the Participation Agreement) in each case in respect of the Aircraft. Upon  termination of this Agreement in accordance with Clause 4, the Assignor shall  once again be bound by such Clauses with respect to the Aircraft.                                                                                                                                                                                                                                                                                                          |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.3    | The assignment referred to in Clause 2 shall not  constitute a novation of the Purchase Agreement and save as provided in  Clause 3.2 and in the Participation Agreement, the Assignor shall not be  discharged from any of its obligations under the Purchase Agreement by reason  of this Agreement.                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.4    | The parties agree, and stipulate in favour of  Airbus, that, save to the extent rights are hereby assigned to the Assignee,  all other terms of the Purchase Agreement shall continue to apply and have  full effect between the Assignor and Airbus and save as provided in Clause  3.2, nothing herein shall modify in any way the rights of Airbus under the  Purchase Agreement or subject Airbus to any liability to which it would not  otherwise be subject.                                                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 3.5    | For the avoidance of doubt, the Assignee agrees that  it will not, and does not have the power or the authority to enter into any  agreement with Airbus which would amend, modify, rescind, cancel or terminate  the Purchase Agreement without the prior written consent of the Assignor.                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 4.     | Termination                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Upon expiration or termination of the Lease  Agreement, then (a) the Assignee shall at its own cost re-assign the Assigned  Rights to the Assignor; and (b) the Assignor shall promptly notify Airbus in  writing of such re-assignment .Airbus shall not be deemed to have knowledge  of any such reassignment unless and until Airbus shall have received such  written notice. If the Assignor notifies Airbus that Assignee has failed to  re-assign such Assigned Rights, then the remaining Assigned Rights shall no  longer be available to Assignee and any remaining balance of the Assigned  Rights shall be cancelled and reissued in favour of the Assignor. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 5.     | Onward Transfer of Rights                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Neither the Assignor nor the Assignee may assign,  sell, transfer, delegate or otherwise dispose of any of its respective rights  or obligations under this Agreement without the prior written consent of the  other party and Airbus.                                                                                                                                                                                                                                                                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 6.     | Notification                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (i) This Agreement (and any re-assignment pursuant  to Clause 4 shall at the Assignee’s expense be notified to Airbus on or  within 14 days following the Delivery Date in accordance with the provisions  of Article 1690 of the French Civil Code.                                                                                                                                                                                                                                                                                                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | (ii) The Assignor undertakes that it shall, on or  prior to the Delivery Date, notify Airbus of                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | this Agreement in accordance with Clause 136 of the  Law of Property Act (1925) and use its reasonable endeavours to obtain the  execution by Airbus of the Consent and Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| 7.     | Non-disclosure                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   | Each of the Assignor and the Assignee agrees that it  shall not disclose to any person                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |

##  

73

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##  

|        | the terms of Clauses 12, 13, [ ] and [ ] of the  Purchase Agreement or this Agreement, except (a) as required by applicable  law or governmental regulations, (b) as required in connection with any legal  proceedings arising from or in connection with this Agreement or (c) to the  Export Credit Agencies, (d) with the prior written consent of Airbus. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                           |
| 8.     | Further Acts                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | The parties agree that at any time and from time to  time, and at the cost of the Assignee, they shall promptly and duly execute  and deliver any and all such further instruments and documents and take such  further action as may reasonably be necessary in order to give full effect to  this Agreement and the rights and powers herein granted.        |
|   |                                                                                                                                                                                                                                                                                                                                                           |
| 9.     | Waiver                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | No term or provision of this Agreement may be  changed, waived, discharged or terminated except by written instruments  signed by or on behalf of each of the parties and previously consented to in  writing by Airbus.                                                                                                                                       |
|   |                                                                                                                                                                                                                                                                                                                                                           |
| 10.    | Illegality                                                                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | If at any time any provision of this Agreement is or  becomes illegal, invalid or unenforceable in any respect neither the  legality, validity or enforceability of the remaining provisions shall in any  way be affected or impaired.                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | Any provision of this Agreement which may prove to  be or become illegal, invalid or unenforceable in whole or in part shall so  far as reasonably possible be performed according to the spirit and purpose  of this Agreement                                                                                                                                |
|   |                                                                                                                                                                                                                                                                                                                                                           |
| 11.    | Notices                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | Any notice or other communication given or made  under this Agreement shall be in writing and, provided it shall be addressed  as set out below, shall be deemed to have been duly given:                                                                                                                                                                      |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | -if sent by personal delivery, upon delivery at the  address of the relevant party (provided that if the date of delivery is not a  Business Day, notice shall be deemed to have been received on the first  following Business Day);                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | - if sent by  post, then five Business Days after posting;                                                                                                                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | - if sent by  facsimile, when dispatched with correct confirmation printout (provided that  if the date of receipt is not a Business Day, notice shall be deemed to have  been received on the first following Business Day),                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                           |
|   | to the parties  as follows:                                                                                                                                                                                                                                                                                                                                    |   |
|   |                                                                                                                                                                                                                                                                                                                                                           |   |
|   | in the case of  the Assignor to:                                                                                                                                                                                                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                           |   |
|   |                                                                                                                                                                                                                                                                                                                                                           |   |
|   | AERCAP B.V.                                                                                                                                                                                                                                                                                                                                                    |   |
|   |                                                                                                                                                                                                                                                                                                                                                           |   |
|   | Attention: Diederik Lindhout                                                                                                                                                                                                                                                                                                                                   |   |
|   |                                                                                                                                                                                                                                                                                                                                                           |   |
|   | Avioport Building                                                                                                                                                                                                                                                                                                                                              |   |
|        |                                                                                                                                                                                                                                                                                                                                                                |  |  |  |

 

74

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|                             | Evert van de Beekstraat 312         |
|----------------------------------|-------------------------------------|
|                             |                                |
|                             | Schiphol Amsterdam Airport  1118 CX |
|                             |                                |
|                             | The Netherlands                     |
|                             |                                |
|                             | Fax: + 31 20 6590 962               |
|                             |                                |
|                             | Tel : + 31 20 655 9662              |
|                             |                                |
| in the case of the Assignee  to: |

 
| [Assignee address]             |                                                                                                                                                                                                                                                         |
|--------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                           |                                                                                                                                                                                                                                                         |
| Attention:                     |                                                                                                                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                         |
| Telefax:                       |                                                                                                                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                         |
| in the case of Airbus to:      |                                                                                                                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                         |
| Airbus S.A.S.                  |                                                                                                                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                         |
| 1, rond-point Maurice Bellonte |                                                                                                                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                         |
| 31707 Blagnac Cedex            |                                                                                                                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                         |
| France                         |                                                                                                                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                         |
| Attention:                     | Executive Vice President Customer Services                                                                                                                                                                                                                   |
|                           |                                                                                                                                                                                                                                                         |
| Telefax:                       | (33) 5.61.93.46.65                                                                                                                                                                                                                                           |
|                           |                                                                                                                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                         |
| 12.                            | Counterparts                                                                                                                                                                                                                                                 |
|                           |                                                                                                                                                                                                                                                         |
|                           | This Agreement may be executed by the parties hereto  in separate counterparts and when taken together each of the counterparts  executed by the parties hereto shall constitute one and the same Agreement  and a full original Agreement for all purposes. |
|                           |                                                                                                                                                                                                                                                         |
| 13.                            | Effective Date                                                                                                                                                                                                                                               |
|                           |                                                                                                                                                                                                                                                         |
|                           | This Agreement shall enter into effect and be  binding upon the parties with effect from the Delivery Date.                                                                                                                                                  |
|                           |                                                                                                                                                                                                                                                         |
| 14.                            | Governing Law and Jurisdiction                                                                                                                                                                                                                               |
|                           |                                                                                                                                                                                                                                                         |
|                           | This Agreement shall be governed by and construed in  accordance with the laws of England and Wales.                                                                                                                                                         |
|                           |                                                                                                                                                                                                                                                         |
|                           | The parties irrevocably agree that the courts of  England shall have exclusive jurisdiction to settle any disputes arising out  of or in connection with this Agreement.                                                                                     |
|                           |                                                                                                                                                                                                                                                         |
|                           | Each of the parties irrevocably and unconditionally  waives (a) any immunity from the                                                                                                                                                                        |
|                           |                                                                                                                                                                                                                                                         |
|                                |                                                                                                                                                                                                                                                              |  |  |

##  

75

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## jurisdiction of any court mentioned in this Clause 14 and any immunityfrom suit, judgement, execution, set-off, attachment, arrest, specificperformance, injunction or other judicial order or remedy to which it or any ofits assets may be entitled at present or in the future in any jurisdiction inrespect of any legal action or proceedings with respect to or in connection withthis Agreement and (b) any objections to such jurisdiction on the ground ofvenue or forum non conveniens or any similar grounds.

76

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** **
| **IN WITNESS WHEREOF**the parties have executed this  Agreement in [    ] originals on the day and year first  above written. |
|---------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                                                                                                        |
| **AERCAP Ireland Limited**                                                                                                                        |   |
| ** **                                                                                                                                        |   |
| Name:                                                                                                                                             |   |
| Title:                                                                                                                                            |   |
| Signature                                                                                                                                         |   |
| In the presence of:                                                                                                                               |   |
|                                                                                                                                              |   |
| **[AIRLINE]**                                                                                                                                     |   |
| Name:                                                                                                                                             |   |
| Title:                                                                                                                                            |   |
| Signature:                                                                                                                                        |   |
| In the presence of:                                                                                                                               |   |

 

77

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**SCHEDULE 1**

 

**THEWARRANTIES**

[Copy of Clauses12 and 13 of the Purchase Agreement]

78

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**SCHEDULE2**

**CONSENT AND AGREEMENT**

**(AirbusA330[-200/-300] Aircraft MSN [   ])**
| **1.**     | **Consent**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** ** | The undersigned, Airbus, consents to the assignment  provisions contained in Article 2 of the airframe warranty and support  assignment made between [AerCap Ireland Ltd.] (the “**Assignor**”)  and [AIRLINE] (the “**Assignee**”)  and dated  [                   ],  200[  ] (the “**Assignment**”).                                                                                                                                              |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **2.**     | **Interpretation**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|       | Capitalised terms used in this Consent and Agreement  shall have the meaning ascribed to them in the Assignment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **3.**     | **Rights and Obligations of the Parties**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| ** ** | ** **                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 3.1        | Save as provided in Clause 3.2 of the Assignment,  nothing herein or in the Assignment shall modify in any way the rights of  Airbus under the Purchase Agreement or subject Airbus to any obligations,  costs, expenses or liabilities to which it would not otherwise be subject.                                                                                                                                                                                                                                                                                                         |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.2        | No novation shall take place by reason of the  execution and performance of the Assignment and this Consent and Agreement in  relation to the obligations contained in the Purchase Agreement and the  Assignor shall not be discharged from any of its obligations under the  Purchase Agreement save to the extent that such duties or obligations are  performed by the Assignee.                                                                                                                                                                                                        |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.3        | The Assignee agrees expressly for the benefit of  Airbus that the terms and conditions of the Purchase Agreement shall apply to  all claims made in respect of the Warranties and shall be binding upon the  Assignee and the Assignee shall be subject to all obligations, restrictions,  limitations and conditions of the Purchase Agreement with respect to the  making of such claim (including, without limitation, the Waiver, Release and  Renunciation in Clause 12 of the Purchase Agreement) to the same extent as if  the Assignee had been named “Buyer” thereunder. |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.4        | Airbus shall not be deemed to have knowledge of any  re-assignment of the Assigned Rights referred to in Clause 4.1 of the  Assignment unless and until Airbus shall have received the written notice  required by Clause 4.2 thereof;                                                                                                                                                                                                                                                                                                                                                      |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| 3.5        | Airbus accepts the stipulations in its favour  contained in the Assignment.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |
|       |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **4.**     | **Indemnities**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|       | Each of the Assignor and the Assignee hereby jointly  and severally indemnifies and hold harmless Airbus from and against any and  all costs, expenses, losses and liabilities (including any taxes or duties of  any kind) imposed on, incurred by or asserted against Airbus in any way  relating to or arising out of this Consent and Agreement and the Assignment  or any action or inaction of the Assignor in connection with this Consent and  Agreement and the Assignment, unless and                                                                                             |

 

79

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|        | except to the extent that such costs, expenses,  losses and liabilities are attributable to the gross negligence or wilful  misconduct of Airbus. Any claim for payment by Airbus, as the case may be,  shall be substantiated by the certificate of its Vice-President, Contracts  Administration and Delivery Transactions (which certificate shall, in the absence  of manifest error, be conclusive and binding on the parties).                    |
|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **5.** | **Non-disclosure**                                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | Each of the Assignor  and the Assignee agrees that it shall not disclose to any person the terms of  Clauses 12, 13, [ ] and [ ]  of the Purchase Agreement or this Agreement, except (a) as  required by applicable law or governmental regulations, (b) as required in  connection with any legal proceedings arising from or in connection with this  Agreement or (c) to the Export Credit Agencies, (d) with the prior written  consent of Airbus. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **6.** | **Illegality**                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | If at any time any provision of this Consent and  Agreement is or becomes illegal, invalid or unenforceable in any respect  neither the legality, validity or enforceability of the remaining provisions  shall in any way be affected or impaired.                                                                                                                                                                                                     |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **7.** | **Counterparts**                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | This Consent and Agreement may be executed by the  parties in separate counterparts and when taken together each of the  counterparts executed by the parties shall constitute one and the same  Agreement and a full original Agreement for all purposes.                                                                                                                                                                                              |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **8.** | **Governing Law and Jurisdiction**                                                                                                                                                                                                                                                                                                                                                                                                                      |
|   | This Consent and Agreement shall be governed by and  construed in accordance with the laws of England and Wales. The courts of  England shall have exclusive jurisdiction over any dispute arising hereunder.                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **9.** | **Purchase Agreement Consent**                                                                                                                                                                                                                                                                                                                                                                                                                          |
|   | This Consent and Agreement shall constitute the  consent of Airbus required in respect of the Assignment by the Purchase  Agreement.                                                                                                                                                                                                                                                                                                                    |

 

80

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| Dated                   | 200[ ] |   |
|-------------------------|--------|--------|
|                    |   |   |
| **AIRBUS S.A.S.**       |   |   |
| ** **              |   |   |
| Name                    | :      |   |
| Title                   | :      |   |
| Signature               | :      |   |
|                    |   |   |
| Accepted and Agreed     |   |   |
| **AERCAP Ireland Ltd.** |   |   |
| ** **              |   |   |
| Name                    | :      |   |
| Title                   | :      |   |
| Signature               | :      |   |
|                    |   |   |
| Accepted and Agreed     |   |
|                    |   |
| **[AIRLINE]**           |   |
| ** **              |   |
| Name                    | :      |
| Title                   | :      |
| Signature               | :      |
|                         |        |        |  |  |  |  |

 

81

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**EXHIBIT J**
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | PARTICIPATION AGREEMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |   |   |   |   |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|--------|--------|--------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |
| This Participation Agreement is made this [       ] day  of [        ,    ]  (the “Participation Agreement”)                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| BETWEEN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |
| (1)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | **AerCap Ireland Ltd.**  a company organised under the laws of the Ireland having its principal place  of business located at AerCap House, Shannon County Clare Ireland (the  “LESSOR”)                                                                                                                                                                                                                                                                                                                                                       |
| and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |
| (2)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | (FULL CORPORATE NAME OF LESSEE), a corporation  organized and existing under the laws of [ ], whose address and principal  place of business is at (LESSEE FULL ADDRESS) (“LESSEE”).                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| RECITALS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |
| (A)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Pursuant to the Airbus A3[ ] aircraft purchase  agreement between LESSOR and AIRBUS, S.A.S. (“Airbus”) dated as of [    ],  as further amended (the “Purchase Agreement”), LESSOR has agreed to purchase  from AIRBUS certain Airbus A330 model aircraft, including the aircraft  bearing as of today manufacturer’s serial number [ ] and scheduled for  delivery in the month of [          ,    ](the  “Aircraft”); |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (B)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | Pursuant to an Aircraft Lease Agreement between  LESSOR and LESSEE dated as of [          ]  (the “Lease Agreement”), LESSOR has agreed to lease the Aircraft to LESSEE;                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| (C)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | LESSOR and LESSEE have agreed to enter into this  Participation Agreement :                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| IT IS NOW HEREBY AGREED AS FOLLOWS :                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 1.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Authorization.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |   |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |   |   |   |   |   |
| (a)   Delivery  : LESSOR hereby authorizes LESSEE to inspect, pursuant to Clause 6 of  the Purchase Agreement, the manufacture of the Aircraft and the materials and  parts thereto, and to attend and observe the acceptance tests of the Aircraft  referred to in Clause 8.1 of the Purchase Agreement.                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (b)   Customer  Support: LESSOR hereby authorizes LESSEE [to receive pursuant to Clause  14 of the Purchase Agreement the technical publications set forth in  Appendix 2 hereto, and to arrange training coordination meetings  pursuant to Clause 16 of the Purchase Agreement and to take the benefit of  the field assistance and training support set forth in Appendix 2 hereto  pursuant to Clauses 15 and 16, respectively, of the Purchase Agreement  (collectively the “Customer Support”)].                                                    |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 2.      Effectiveness of Participation  Agreement. This Participation Agreement shall be effective from the date  hereof until the earlier to occur (i) the occurrence of an Event of Default  as defined in the Lease Agreement or (ii) the term of the Lease Agreement expires  or the Lease Agreement is otherwise terminated for any reason, at which time  the rights referred to in Clause 1 will immediately revert to LESSOR or (iii)  the date on which title to the Aircraft is transferred to LESSOR in  accordance with the terms of the Purchase Agreement. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |        |        |        |        |        |  |  |

 

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| 3.      Conditions of Participation.  This Participation Agreement is made subject to the following conditions:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (a)   LESSEE hereby  agrees to be bound by and to comply with the following provisions of the  Purchase Agreement (copies of which are attached hereto) as if LESSEE had  been named “Buyer” of the Aircraft under such agreement :                                                                                                                                                                                                                                                                                                                                                                                      |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (i) Clauses [ ] and  [19] [check numbering] of the Purchase Agreement (indemnity provisions),  copies of which are attached in Appendix 3 hereto, to the extent of (aa)  injury to or death of any LESSEE representative, (bb) loss or damage to  property of any LESSEE representatives and (cc) liabilities, damages, losses,  costs and expenses of Seller, Manufacturer (as such terms are defined in the  Purchase Agreement) and their associated subcontractors, directors, officers,  agents and employees arising out of or caused by the wilful misconduct or  gross negligence of LESSEE’s representatives, and              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (ii)   Clauses [15  and 16] [check numbering] of the Purchase Agreement, copies of which are attached  in Appendix 3 hereto.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (b)   So long as  this Participation Agreement is in full force and effect, LESSEE and not  LESSOR will be responsible for the liabilities and obligations set forth in  clause 3(a) above.                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (c)   For the  avoidance of doubt, even while this Participation Agreement is in full force  and effect, LESSOR will remain responsible for compliance with Clauses [check  numbering] of the Purchase Agreement to the extent of (aa) injury to or death  of any LESSOR representative, (bb) loss or damage to property of any LESSOR  representative and (cc) liabilities, damages, losses, costs and expenses of  Seller, Manufacturer and their associated subcontractors, directors,  officers, agents and employees arising out of or caused by the wilful  misconduct or gross negligence of LESSOR’s representatives. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (d)   Except with  respect to events occurring prior to termination of the Participation  Agreement, upon termination of this Participation Agreement, LESSOR shall  once again be bound by Clauses [check numbering] of the Purchase Agreement  with respect to the Aircraft.                                                                                                                                                                                                                                                                                                                                                     |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (e)   Other than  with respect to the obligations assumed by LESSEE under this Participation  Agreement as set forth in clause 3(a) above, LESSOR shall remain fully bound  by all provisions of the Purchase Agreement.                                                                                                                                                                                                                                                                                                                                                                                                           |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (f)   Nothing  contained herein shall subject Airbus to any liability or additional  obligations whatsoever to which it would not otherwise be subject under the  Purchase Agreement or, except to the extent set forth in clauses 3(a) and (b)  above, modify in any respect whatsoever its contractual rights under the said  agreement.                                                                                                                                                                                                                                                                                         |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| (g)   LESSEE shall  not be appointed as LESSOR’s agent and shall not be permitted to act on  behalf or in place of LESSOR without the express written authorization of LESSOR  and nothing contained herein shall be construed as to give such  authorization.                                                                                                                                                                                                                                                                                                                                                                |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| 4.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | Notification. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| (a)   This  Participation Agreement shall be notified to Airbus by courier service  promptly after the execution hereof. Airbus shall not be deemed to have  received notice                                                                                                                                                                                                                                                                                                                                                                                                                                                       |

 

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| of any of the provisions hereof prior to  receipt of notice as provided in this clause 4(a) in the form of  Appendix 1 hereto. Upon receipt of such notice, Airbus shall promptly  countersign and return such acknowledgment to LESSOR, as set out in Appendix  1 hereto.                                                                                                                                                                                                                                 |                                                                                                                            |
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|---------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |
| (b)   On  termination of this Participation Agreement as provided in clause 2  hereof, LESSOR shall promptly notify Airbus thereof in writing, addressed as  aforesaid. Airbus shall not be deemed to have knowledge of any change in the  authority of LESSOR or LESSEE, as the case may be, or of an Event of Default  or the expiration or termination of the Term until Airbus has received notice  thereof in writing, addressed as aforesaid.                                                   |                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |
| (c)   All notices  and requests required or authorized under this Participation Agreement shall  be given in writing either by personal delivery to a responsible officer of  the party to whom the same is given or by internationally recognized courier  service or by telecopy directed as set forth below:                                                                                                                                                                                            |                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | LESSOR shall be addressed at:                                                                                                   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | [LESSOR’S FULL ADDRESS]                                                                                                    |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Attention:                                                                                                                      | [ | ] |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Telephone:                                                                                                                      | [ | ] |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Telecopy:                                                                                                                       | [ | ] |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | LESSEE shall be addressed at:                                                                                                   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | [LESSEE’s FULL ADDRESS]                                                                                                    |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Attention:                                                                                                                      | [ | ] |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Telephone:                                                                                                                      | [ | ] |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Telecopy:                                                                                                                       | [ | ] |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Airbus shall be addressed at :                                                                                                  |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 1 Rond-Point Maurice Bellonte                                                                                                   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | 31 700 Blagnac, France                                                                                                          |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Attention: Director Contracts                                                                                                   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Telephone: (33) 5.61.[ ]                                                                                                        |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Telecopy: (33) 5.61.[ ]                                                                                                         |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | or at such other address or to such other person as  the party receiving the notice or request may designate from time to time. |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |
| Such notice or request  shall be deemed to be effective in the case of (i) personal delivery, on the  date upon which personally delivered, (ii) delivery by courier, on the date  of receipt or (iii) telecopy transmission, on the date of confirmation of  successful transmission.                                                                                                                                                                                                                               |                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |
| 5.           Further  Assurances. Both parties hereto agree that from time to time after the  execution and delivery of this Participation Agreement, the parties will, at  their own cost, promptly and duly execute and deliver such further documents  and instruments and take such further actions which may be necessary in order  to effectuate fully the intent and purposes of, and the transactions  contemplated by, this Participation Agreement. |                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 |                                                                                                                            |   |
| 6.           Modification,  revision and Substitution of Entitlement. For the avoidance of doubt,  LESSEE agrees that it will not, and does not have the power to enter into any  agreement that would amend, modify, supplement, rescind, cancel or terminate  the Purchase Agreement without the prior written consent of LESSOR and  Airbus.                                                                                                               |                                                                                                                            |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |                                                                                                                                 |  |  |  |  |  |  |

 

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| 7.          Confidential  Treatment.   LESSEE agrees that it will not disclose, directly or  indirectly, any of the terms of the Purchase Agreement to any third party  without the prior written consent of LESSOR and Airbus except (a)as required  by applicable law or governmental regulation or (b) to LESSEE’s professional  advisors. Any disclosure as contemplated by clause (b) of the preceding  sentence shall include a requirement that the entity to which such  information is disclosed shall be subject to obligations of non-disclosure  substantially the same as those contained herein. |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 8.          Amendments. This  Participation Agreement shall not be amended, modified, supplemented or  terminated except in writing signed by each party hereto and acknowledged by  Airbus.                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 9.          Counterparts. This  Participation Agreement may be executed by the parties hereto in separate  counterparts, each of which when so executed and delivered shall be an  original, but all such counterparts shall together constitute but one and the  same instrument.                                                                                                                                                                                                                                                                                                                                       |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 10.          Severability. The  convenants, warranties, representations and agreements contained herein are  separate and severable and the invalidity or unenforceability of any one or  more such convenants, warranties, representations or agreements shall not  affect the validity or enforceability of any other convenant, warranty,  representation or agreement contained herein.                                                                                                                                                                                                                              |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 11.          Entire  Agreement. This Participation Agreement constitutes, on and as of  the date hereof, the entire agreement of the parties hereto with respect to  the subject matter hereof, and all prior or other contemporaneous  understanding or agreements, whether written or oral, between the parties  hereto with respect to the subject matter hereof are hereby superseded in  their entireties.                                                                                                                                                                                                          |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 12.          Assignment. The  rights and obligations under this Participation Agreement are personal to the  parties and shall not be assigned, transferred, sold or otherwise disposed of  by either of the parties hereto.                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| 13.          Governing  Law and Jurisdiction. This Participation Agreement shall be  governed by and construed in accordance with the laws of England and Wales .  The parties hereto irrevocably agree that the courts of England shall have  jurisdiction to settle any disputes arising out of or in connection with this  Agreement.                                                                                                                                                                                                                                                                                 |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
| **IN WITNESS WHEREOF, the parties have caused this  Participation Agreement to be executed on their behalf by their duly  authorized officers.**                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |

 
|   | LESSOR FULL NAME | LESSEE FULL NAME) |
|--------|------------------|-------------------|
|   |             |              |
|   |             |              |
|   |             |              |
|   |             |              |
|   | By:              | By:               |
|   |             |              |
|   | Its:             | Its:              |

 

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| APPENDIX 1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| BY COURIER                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Date : |   |   |
| Airbus S.A.S                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |   |
| 1, rond-point Maurice Bellonte                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |   |
| 31700 BLAGNAC                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| Attention:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | Director-Contracts |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| Re:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | [Full names of LESSOR/ LESSEE]: PARTICIPATION  AGREEMENT |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| Dear Sirs,                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|          Pursuant to Clause 4(a) of  the Participation Agreement between AerCap Ireland Ltd. and (FULL NAME OF  LESSEE) dated                                      , we advise you that pursuant to the Participation Agreement(a copy of which  is attached hereto), (FULL NAME OF  LESSEE)  has been authorized by LESSOR to participate with respect to the delivery of  the Aircraft. This authorization shall  be effective on acknowledgment of this  letter by you. |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|          We confirm for your benefit the  provisions of Clauses 3(c), 3(d), 3(e) and 3(f) contained therein.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | Yours faithfully, |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | for and on behalf of |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | AERCAP Ireland Ltd. |
| cc. (FULL NAME OF LESSEE)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| Airbus S.A.S confirms receipt of this                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
| notice and agrees to the terms of Clause 3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |   |
| of the Participation Agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| By:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| Its:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |   |
| Date:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |   |
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |  |  |  |  |  |  |  |  |

 

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APPENDIX 2
| 1.                                                         | TECHNICAL PUBLICATIONS                                                      |
|------------------------------------------------------------|-----------------------------------------------------------------------------|
|                                                       |                                                                        |
|                                                       | As listed in Exhibit [    ] to  the Purchase Agreement. |
|                                                       |
| 2.                                                         | FIELD ASSISTANCE                                                            |
|                                                       |                                                                        |
|                                                       |                                                                        |
| 3.                                                         | TRAINING SUPPORT                                                            |
|                                                       |                                                                        |
|                                                       |                                                                        |
|                                                       |                                                                        |
|                                                       |                                                                        |
|                                                       |                                                                        |
| APPENDIX 3                                                 |
|                                                       |                                                                        |
|                                                       |                                                                        |
| [Copies of Clauses [ ]and [ ] of the Purchase  Agreement]. |                                                                        |
|                                                            |                                                                             |  |

 

 

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