exv10w3



 




	 	 	 	 	 
	 	 	
AIRCRAFT PURCHASE AGREEMENT
	 	



This Aircraft Purchase Agreement (the “Agreement”) is made by and between
BOMBARDIER INC. (“Seller”) and WILLIAMS-SONOMA, INC. (“Buyer”) and shall be
effective as of the date of its acceptance and execution by Seller.


ARTICLE 1. AIRCRAFT DESCRIPTION



Subject to the provisions of this Agreement, Seller agrees to manufacture, sell
and deliver to Buyer, and Buyer agrees to take delivery of, and pay for, one
Bombardier Global Express Aircraft Model BD-700-1A10 bearing manufacturers
serial number 9120 (the “Aircraft”) as described in the Specification number
BCC-GX-302 dated 20 June 2002 amended 29 April 2003 (the “Completion Work”),
Description and Customer Support Services Manual dated January 2002 which are
attached hereto as Schedule “A-1” and Schedule “A, and the Aircraft Flight
Manual, Aircraft Maintenance Manual and the applicable Certificate of
Airworthiness which are respectively made part of this Agreement by reference
(collectively, the “Specification”).


ARTICLE 2. PRICE, PAYMENT SCHEDULE AND DELIVERY




	2.1	 	In consideration of Seller’s obligations to manufacture, sell and deliver the Aircraft to Buyer, Buyer shall pay to Seller the amount of $
[**] USD (the “Purchase Price”) as follows:




	 	 	 	 	 	 	 
	 	 	
(i)
	 	1st payment due upon Buyer’s execution of this Agreement (including that
certain Deposit of $ [**]previously paid by Buyer to Seller on 25 March 2003,
the (“Deposit”)):
	 	$[**]USD
	 	 	 	 	 	 	 
	 	 	
(ii)
	 	balance of Purchase Price due at the Delivery Time (as hereinafter
defined):
	 	$[**]USD




	2.2	 	The Aircraft shall be ready for [**] at Seller’s facility in the city of Dorval, Quebec no later than [**]



ARTICLE 3. COMPLETION WORK



The parties agree that Seller shall complete the Aircraft in accordance with Schedule “A-1”.


ARTICLE 4. GENERAL PROVISIONS



4.1   THE WARRANTY, OBLIGATIONS AND LIABILITIES OF SELLER AND THE RIGHTS AND
REMEDIES OF BUYER SET FORTH IN THE SPECIFICATION ARE EXCLUSIVE AND ARE IN LIEU
OF AND BUYER HEREBY WAIVES AND RELEASES ALL OTHER WARRANTIES, OBLIGATIONS,
REPRESENTATIONS OR LIABILITIES, EXPRESS OR IMPLIED, ARISING BY LAW, IN
CONTRACT, CIVIL LIABILITY OR IN TORT, OR OTHERWISE, INCLUDING BUT NOT LIMITED
TO A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR OF FITNESS FOR A PARTICULAR
PURPOSE, AND B) ANY OTHER OBLIGATION OR LIABILITY ON THE PART OF SELLER TO
ANYONE OF ANY NATURE WHATSOEVER BY REASON OF THE DESIGN, MANUFACTURE, SALE,
REPAIR, LEASE OR USE OF THE AIRCRAFT OR RELATED PRODUCTS AND SERVICES DELIVERED
OR RENDERED HEREUNDER OR OTHERWISE.


4.2   SELLER SHALL NOT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL,
INCIDENTAL AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE UNDER ANY
CIRCUMSTANCES OR, WITHOUT LIMITING THE FOREGOING, FOR ANY LOST PROFITS OR ANY
OTHER LOSSES OR DAMAGES FOR OR ARISING OUT OF ANY LACK OR LOSS OF USE OF ANY
AIRCRAFT, ANY EQUIPMENT, ANY ACCESSORY OR ANY SPARE PART FOR ANY REASON.


4.3   THE PARTIES HERETO HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITED WARRANTIES
AND THE LIMITATION OF LIABILITY PROVISIONS CONTAINED HEREIN AND IN THE
SPECIFICATION HAVE BEEN EXPRESSLY AGREED TO IN CONSIDERATION OF THE PURCHASE
PRICE AND OTHER PROVISIONS OF THIS AGREEMENT FOR THE BENEFIT OF BOTH SELLER AND
BOMBARDIER INC. (THE MANUFACTURER OF THE AIRCRAFT) TO HAVE EFFECT AS IF
BOMBARDIER INC. WAS A PARTY TO THIS AGREEMENT FOR SUCH PURPOSES. TO THE EXTENT
APPLICABLE LAWS DO NOT ALLOW THE LIMITATIONS SET OUT IN THIS ARTICLE 4, SUCH
LIMITATIONS SHALL NOT BE APPLIED OR INVOKED.


4.4   This Agreement shall be governed by and interpreted in accordance with the
internal laws of the State of New York, excluding any conflicts of law
provisions thereof.


4.5   Seller and Buyer acknowledge that the term Agreement as used herein, shall
include this Agreement, the Terms and Conditions on the reverse side, the
Specification and Addendum. Buyer’s Initials ______ Seller’s
Initials _____



	 	 	 
	BOMBARDIER INC.	 	
WILLIAMS-SONOMA, INC. c/o Aero Law Group pllc
	400 Cote-Vertu Road West	 	
PO Box 50228
	Dorval, Quebec H4S 1Y9 Canada	 	
Bellevue, WA 98015
	Telephone:514-855-5000	 	
Telephone: 415-616-8562
	Facsimile: 514-855-7806	 	
Facsimile: 415-616-8359
	BY: /s/ GARY L. DOLSKI	 	
BY: /s/ W. HOWARD LESTER
	TITLE: General Manager: Contracts	 	
TITLE: Chairman
	DATE: 30 April 2003	 	
DATE: 4-30-03



[**] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

WILLIAMS-SONOMA, INC.                                                                                                                                          1.


 






 


TERMS AND CONDITIONS



ARTICLE 5. DELIVERY AND INSPECTION



5.1   Seller shall give Buyer reasonable notice of the date on which the Aircraft
will be ready for Buyer’s inspection and acceptance flight test of not more
than 10 hours duration. Within 10 days of such date, Buyer agrees to perform
such inspection and, if no defect or discrepancy is revealed, Buyer shall
accept delivery of the Aircraft before the end of such 10 day period (the time
of the acceptance of delivery of the Aircraft being the “Delivery Time”).


5.2   Any defect or discrepancy revealed by Buyer’s inspection and/or acceptance
flight test shall be corrected at no cost to Buyer before or after Delivery
Time depending on the nature of the defect or discrepancy and time required for
correction. If such correction requires an additional flight test, it shall be
conducted in accordance with Article 5.1. Buyer shall accept delivery of the
Aircraft within 3 days after any defect or discrepancy has been corrected.


5.3   Buyer shall accept delivery of the Aircraft by signing a receipt for
delivery in the form of Schedule “B”, attached hereto. Upon receipt of all
payments due at Delivery Time, Seller shall deliver to Buyer a bill of sale and
title to the Aircraft shall pass to Buyer free and clear of all rights, prior
claims, liens, charges and encumbrances (hereinafter “Liens”), and risk of
damage to or loss of the Aircraft shall pass to Buyer.


ARTICLE 6. PAYMENT AND TAXES



6.1   Seller shall remain exclusive owner of the Aircraft free and clear of all
Liens until such time as all payments due for the Purchase Price have been made
and Buyer has accepted the Aircraft in accordance with Article 5.


6.2   Buyer shall make all payments due under this Agreement by wire transfer in
US dollars and shall pay interest on any late payments at the rate equal to the
one year LIBOR rate as published in the “Money Rates” section of The Wall
Street Journal commencing on the date the late payment was first due.


6.3   Buyer shall be responsible for the payment of any sales, use, personal
property, excise, goods and services, value added, consumption, luxury,
withholding or other similar taxes, duties or assessments and any related
penalties and interest which may be levied, assessed, or imposed on Buyer or
Seller or otherwise by any governmental authority or agency as a result of or
in connection with this Agreement.


ARTICLE 7. LOSS OR DESTRUCTION



7.1   If the Aircraft is lost, destroyed or damaged beyond economic repair before
Delivery Time, this Agreement shall automatically terminate upon Seller giving
written notice of such occurrence to Buyer. Seller’s sole obligation and
liability shall then be to promptly return to Buyer all amounts previously paid
to Seller under this Agreement.


ARTICLE 8. EXCUSABLE DELAY



8.1   Seller shall not be liable for any failure to deliver or delay in delivery
of the Aircraft or delay in performance of any of its other obligations under
this Agreement, due directly or indirectly to force majeure, acts of God,
violence, fire, explosion, action of the elements or weather conditions, or
other catastrophe or accident, any legislation, act, order, directive, or
regulation of any government or governmental body, labour trouble, delay or
failure of carriers, subcontractors or suppliers, or any other cause beyond
Seller’s reasonable control or without Seller’s negligence (“Excusable Delay”).


8.2   In the event of any Excusable Delay, the time required for the performance
of any obligation in this Agreement shall be extended for a period equal to the
period during which any such cause and the effects thereof persist. If delivery
of the Aircraft is delayed by reason of Excusable Delay for more than 6 months,
either Buyer or Seller may terminate this Agreement upon giving written notice
to the other party, which notice shall be given within 15 days immediately
following such period of 6 months. Upon such termination, Seller’s sole
obligation and liability shall be to promptly return to Buyer all amounts
previously paid to Seller under this Agreement.


ARTICLE 9. TERMINATION



9.1   Either party may terminate this Agreement before Delivery Time by written
notice of termination to the other party upon the occurrence of any of the
following events: (i) the other party makes an assignment for the benefit of
creditors, or admits in writing its inability to pay its debts; (ii) a receiver
or trustee is appointed for the other party or for substantially all of such
party’s assets and, if appointed without such party’s consent, such appointment
is not discharged or stayed within 30 days; (iii) proceedings under any law
relating to bankruptcy, insolvency or the reorganization or relief of debtors
are instituted by or against the other party and, if contested by such party,
are not dismissed or stayed within 30 days; or (iv) any writ of attachment or
execution or any similar process is issued or levied against the other party or
any significant part of its property and is not released, stayed, bonded or
vacated within 30 days after its issue or levy


9.2   Buyer may terminate this Agreement before Delivery Time if Seller is in
default or breach of any material term or condition of this Agreement and does
not act to cure such default or breach within 10 days after receipt of written
notice from Buyer specifying such default or breach and does not continue
thereafter to diligently correct or cure the alleged default or breach.


9.3   Upon termination of this Agreement by Buyer pursuant to and in accordance
with this Article 9, all amounts received by Seller on account of the Purchase
Price shall promptly be reimbursed to Buyer and such reimbursement shall
constitute Buyer’s sole right, remedy and recourse against Seller and Seller’s
sole obligation and liability to Buyer.


9.4   Seller may terminate this Agreement before Delivery Time if Buyer does not
accept delivery of the Aircraft in accordance with Article 5 or is in default
or breach of any material term or condition of this Agreement (except for
payment obligations that are covered by Article 9.5) and does not act to cure
such default or breach within 10 days after receipt of written notice from
Seller specifying such default or breach and does not continue thereafter to
diligently correct or cure the alleged default or breach.


9.5   Upon termination of this Agreement by Seller pursuant to and in accordance
with this Article 9 or if Buyer fails to make any of the payments provided for
in Article 2 on or before the stipulated date, all rights which Buyer may have
or may have had in or to this Agreement or the Aircraft shall be extinguished;
and Seller shall be entitled to retain an amount equivalent to [**] of the
Purchase Price, as liquidated damages for default and the parties shall
thereafter be released from all further obligations to each other. Buyer
agrees that such liquidated damages do not constitute a penalty and are a
reasonable and agreed amount of the anticipated or actual harm or damages to be
suffered by Seller as a result of or in connection with Buyer’s default. All
other amounts received by Seller on account of the Purchase Price shall be
promptly returned to Buyer.


ARTICLE 10. MISCELLANEOUS



10.1   Neither this Agreement nor any of the rights of Buyer hereunder shall be
assignable by Buyer. Notwithstanding the foregoing, this Agreement shall be
assignable by Buyer in whole or in part to a wholly-owned subsidiary or
affiliate of Buyer or any financial institution which is providing financing to
Buyer in connection with Buyer’s acquisition of the Aircraft provided that
Buyer shall remain jointly and severally liable with the assignee for the
fulfilment of all the obligations under this Agreement. Buyer hereby
acknowledges that Seller shall have the right, without Buyer’s consent, to
create a security interest or hypothec with respect to this Agreement or to
assign or transfer this Agreement or any of its rights hereunder to any
financial institution or to a wholly owned subsidiary or affiliate of Seller,
provided that Seller’s assignment to a financial institution or creation of a
security interest or hypothec shall be solely for the purpose of securing
financing.


10.2   Any notice to be given hereunder shall be sent by registered or certified
mail, courier or facsimile transmission to the party to which said notice is to
be given at its address or facsimile number as shown on page 1 hereof unless
such address is changed by notice given to the other party in accordance
herewith. A notice shall be deemed given when received.


10.3   This Agreement shall inure to the benefit of and be binding upon each of
Seller and Buyer and their respective successors and permitted assigns.


10.4   This Agreement and the matters referred to herein constitute the entire
Agreement between Seller and Buyer and supersede and cancel all prior
representations, alleged warranties, statements, negotiations, drafts,
undertakings, letters, acceptances, agreements, understandings, contracts and
communications, whether oral or written, with respect to or in connection with
the subject matter hereof. This Agreement may only be amended or changed by a
written instrument signed by both parties. In the event of any inconsistencies
between this Agreement, any addendum, the Specification, the Schedules or other
annexes stated to be part of this Agreement, the order of precedence shall be:
any addendum, this Agreement, the Specification and other Schedules or annexes.


10.5   If any of the provisions of this Agreement are for any reason declared by
judgement of a court of competent jurisdiction to be unenforceable or
ineffective, those provisions shall be deemed severable from the other
provisions of this Agreement and the remainder of this Agreement shall remain
in full force and effect.


ARTICLE 11. CONFIDENTIALITY



11.1   This Agreement is confidential between the parties and shall not, without
the prior written consent of the other party, be disclosed by either party in
whole or in part to anyone except to assignees or transferees per the
provisions of Article 10.1 or as may be necessary for either party to carry out
its obligations under this Agreement.


[**] Confidential treatment has been requested for the bracketed portions. The
confidential redacted portion has been omitted and filed separately with the
Securities and Exchange Commission.

WILLIAMS-SONOMA, INC.                                                                                                                                          2.



 









 



SCHEDULE “A”






GLOBAL EXPRESS AIRCRAFT



DESCRIPTION

&

CUSTOMER SUPPORT SERVICES MANUAL



January 2002 (BAC)



 






 





Schedule “A”


1.0     INTRODUCTION



This document describes the Aircraft, including its power
plant, systems and equipment.


Also included are descriptions of Seller’s Customer Support
services that are provided to the Buyer as part of the sale of
the Aircraft, including warranty, technical publications, crew
training and the maintenance management system.


The Aircraft may be subject to changes during the course of
the design, manufacture and certification process or as the
result of any legislation, act, order, directive or regulation, or
any interpretation thereof, of or by any
government or governmental body. If
such changes take place and apply to all
aircraft in general or to all aircraft
of the same category as the Aircraft and
are effective after the date of the
Agreement but before Delivery Time,
Buyer shall pay Seller’s reasonable cost
for such changes. If the incorporation
of such changes delays the delivery of
the Aircraft, that delay shall be an
Excusable Delay under the Agreement.


2.0 GENERAL DESCRIPTION




	 	 	 	 	 
	Accommodation	 	 	 	 
	Crew (minimum)	 	
2
	Passengers (typical/maximum)	 	
8/19
	 	 	 	 	 
	Engines	 	 	 	 
	Number	 	
2
	Make/model	 	
BR710A2-20
	Thrust	 	
14,750 lb.
	 	65.6 kn
	Maintenance Program	 	
Task oriented
	Flat rated to	 	
ISA +20°C
	 	 	 	 	 
	Auxiliary Power Unit	 	 	 	 
	Make/model	 	
Honeywell RE220GX
	Maximum operational altitude	 	
45,000 ft
	 	13,716 m
	 	 	 	 	 
	Pressurization	 	 	 	 
	Maximum differential	 	
9.64 psi
	 	.67 kg/cm2
	Emergency relief	 	
9.92 psi
	 	.69 kg/cm2
	Maximum altitude with sea	 	 	 	 
	level cabin pressure	 	
26,500 ft
	 	8,077 m
	Cabin at 45,000 ft altitude	 	
6,000 ft
	 	1,829 m
	 	 	 	 	 
	Dimensions	 	 	 	 
	Exterior	 	 	 	 
	Length	 	
99.4 ft
	 	30.3 m
	Height	 	
24.8 ft
	 	7.6 m
	Wingspan	 	
94.0 ft
	 	28.6 m
	Wing area (basic, reference area)	 	
1,022 ft2
	 	94.9 m2
	Sweep (@ 25% chord line)	 	
35 degrees
	Wing aspect ratio	 	
8.04
	Fuselage maximum diameter	 	
8.8 ft
	 	2.7 m
	Wheel track	 	
13.33 ft
	 	4.06 m
	Wheelbase	 	
42.83 ft
	 	13.05 m
	Minimum pavement width,	 	 	 	 
	180° turn	 	
68 ft
	 	20.7 m
	 	 	 	 	 
	Hydraulic Systems	 	 	 	 
	Number of independent systems	 	
3
	Number of independent pumps	 	
7
	System pressure	 	
3,000 psi
	 	20.68 MPa
	Fluid	 	
Phosphate ester
	 	 	
Type IV low density
	 	 	 	 	 
	Electrical Power Systems	 	 	 	 
	Number of AC generators	 	
6
	Location and capacity	 	
L/H engine: 2 @ 40 kVA
	 	 	
R/H engine: 2 @ 40 kVA
	 	 	
APU: 45 kVA
	 	 	
RAT: 9 kVA
	Transformer rectifier units	 	
(4) 150 amp units
	 	 	 	 	 
	Fuel Capacity	 	 	 	 
	Wing, fuselage and tail tanks	 	
6,422 gal
	 	24,310 l
	 	 	 	 	 
	Design limit load factor	 	
from – 1.0g to +2.5 g
	 	 	 	 	 
	Noise (EPNdB)	 	
GEX
	 	(Part 36, Stage 3)
	Take-off	 	
82.4
	 	(89)
	Approach	 	
89.8
	 	(98)
	Sideline	 	
88.6
	 	(94)
	 	 	 	 	 
	Interior	 	 	 	 
	Cabin length excluding	 	 	 	 
	cockpit	 	
48.35 ft
	 	14.7 m
	Cabin width centerline	 	
8.17 ft
	 	2.49 m
	Cabin width floor line	 	
6.92 ft
	 	2.11 m
	Maximum height	 	
6.25 ft
	 	1.91 m
	Floor area	 	
335 sq. ft
	 	31.1 m2
	Cabin volume excluding	 	 	 	 
	cockpit	 	
2,140 cu ft
	 	60.6 m3
	Passenger door: height	 	
6.17 ft
	 	1.88 m
	width
	 	
3.0 ft
	 	0.91 m
	height to sill
	 	
5.3 ft
	 	1.63 m
	Baggage door: height	 	
2.75 ft
	 	0.84 m
	width
	 	
3.58 ft
	 	1.09 m
	height to sill
	 	
6.58 ft
	 	2.01 m
	Aft storage volume	 	
185 cu ft
	 	5.24 m3




	 	 	 	 
	January 2002 (BAC)	 	 	
1



 






 



Schedule “A”







	 	 	 	 	 	 	 	 	 	 	 	 	 
	
Weights	 	 	 	 	 	 	 	 	 	 
	A.	 	
Maximum ramp weight *
	 	95,250 lb.
	 	43,205 kg
	 	Maximum payload (D-E)
	 	5,700 lb.
	 	2,585 kg
	B.	 	
Maximum gross take-off
	 	95,000 lb.
	 	43,091 kg
	 	Payload with maximum fuel
	 	1,600 lb.
	 	726 kg
	 	 	
weight *
	 	 	 	 	 	(A-E-F)	 	 	 	 
	C.	 	
Maximum landing weight
	 	78,600 lb.
	 	35,653 kg
	 	Fuel with maximum payload
	 	39,250 lb.
	 	17,804 kg
	D.	 	
Maximum zero fuel
	 	56,000 lb.
	 	25,401 kg
	 	(A-D)	 	 	 	 
	 	 	
weight
	 	 	 	 	 	NBAA IFR fuel reserve (8
	 	3,100 lb.
	 	1,406 kg
	E.	 	
Basic operating weight**
	 	50,300 lb.
	 	22,816 kg
	 	pax)	 	 	 	 
	F.	 	
Maximum fuel weight
	 	43,350 lb.
	 	19,663 kg	 	 	 	 	 	 




	*	 	Standard Max Gross Take-off Weight of 93,500 lb, (42,411 kg). Also Optional Service Bulletin available increasing Max gross
Take-off Weight 96,000 lb, (43,545 kg).
	 
	**	 	MWE @ 41,500 lb (18,824 kg) plus operating items @ 1,890 lb (857 kg) plus completion allowance @ 6,910 lb (3,134 kg).




	 	 	 	 
	January 2002 (BAC)	 	 	
2



 






 



Schedule “A”


3.0    PERFORMANCE




	 	 	 	 	 
	Take-off (SL, ISA, Max take-off weight)	 	 	 	 
	Take-off distance	 	
5,820 ft
	 	1,774 m
	Rotation speed – Vr	 	125 kts
	 	 	 	 	 
	NBAA, IFR Range	 	 	 	 
	Normal cruise speed of 0.85M	 	
6,010 nm
	 	± 1%
	 	 	 	 	 
	Landing (SL, Max landing weight)	 	 	 	 
	Landing distance	 	
2,670 ft
	 	814 m
	Approach speed – Vref	 	128 kts
	 	 	 	 	 
	Cruise	 	 	 	 
	Mmo (above 30,870 ft)	 	
M 0.89
	 	513 kts
	High speed	 	
M 0.88
	 	505 kts
	Normal speed	 	
M 0.85
	 	488 kts
	Long range speed	 	
M 0.80
	 	459 kts
	Maximum certified operating

altitude	 	
51,000 ft
	 	15,545 m
	Maximum initial cruise altitude

after MTOW departure	 	
43,000 ft
	 	13,106 m



4.0    CERTIFICATION



The Aircraft is certified to chapter 525
change 6 of the Canadian Airworthiness
Manuel by Transport Canada (TC), to FAR
256 of the American Federal Aviation
Administration (FAA) up to and including
Amendment 97 and to the Joint European
Type Certification requirements of JAR
25 at Change 14 (as amended by any
additional special conditions applied by
the certifying authorities). The
Aircraft is certified for operations in
day and night, under VFR and IFR
conditions and is RVSM compliant.


Seller
will provide Buyer an FAA Standard
Airworthiness Certificate.


5.0     STRUCTURAL DESIGN



The Aircraft is a swept-wing monoplane
with a pressurized cabin and is capable
of accommodating a pilot, a co-pilot, a
third crewmember and up to 19
passengers.


The Aircraft structure, in general, is
fabricated from aluminum alloy but also
includes alloy steels, stainless steel,
titanium and composites. Materials used
are in accordance with standard U.S.
aerospace industry specifications for
aircraft quality materials.


The Aircraft
structure and systems are designed and
installed to facilitate inspection,
maintenance and permit ready removal of
appropriate items. Parts and
assemblies subject to ready removal from
the Aircraft are interchangeable and/or
replaceable from one BD-700-1A10
aircraft to another where Seller
considers this practical.


The Aircraft
and its installed equipment is certified
to operate at ground level ambient
temperatures from -30oC (-22oF) to +45oC
(+113oF). The Aircraft pressurization
system is certificated for operations up
to a maximum of pressure altitude of
51,000 ft.


6.0    FUSELAGE GROUP



The fuselage consists of nose, center and
aft sections joined together. It
incorporates attachments for the tail
group, engine support structure, pylons
and nose landing gear. Except for the
nose and aft sections, the fuselage
cross-section is a 106-inch diameter
circle.


The fuselage is of semi-monocoque
construction, utilizing chem-milled alloy
skins with aluminum alloy frames and
stringers. Areas adjacent to or affected
by high heat sources are constructed of
fire-resistant or fireproof materials as
appropriate.


A radome of composite material and
designed for use with a high resolution X
band radar is installed on the fuselage
nose.


The fuselage is designed for
internal pressurization with the
pressure-sealed area extending from the
bulkhead forward of the flight station in
the nose to the bulkhead aft of the
cabin. The latter bulkhead forms the aft
face of the baggage compartment.


7.0     WING GROUP



The wing is a swept unit mounted at the
side of the fuselage and incorporates
winglets, ailerons, ground spoilers,
multifunction spoilers, inboard, mid and
outboard single slotted Fowler flaps,
integral fuel tanks, slat support and
structures for the main landing gear.
Access holes and covers are provided in
the wing skin panels to permit access to
the entire wing interior.


The wing is a
two-piece unit consisting of spars
covered top and bottom with stiffened
skin panels of aluminum alloy. Shear web
type ribs carry the air loads, act as
contour support and fuel tank baffles.
The tanks are compartmented and
mechanically sealed using sealing
compounds. The tanks have an overcoat of
polyurethane.


Part-span slats mounted on
the forward spar together with a fixed
leading edge part form the leading edge,
excluding the winglets. Thermal
anti-icing is provided inside the slats
and fixed leading edge.


The wing includes the following control surfaces:



	•	 	Inboard, mid and outboard fowler
flaps, incorporated into the
trailing edge.
	 
	•	 	Slats mounted on forward spar from
the wing leading edge. Thermal
anti-icing is provided inside the
slats.
	 
	•	 	Ailerons, constructed of carbon
fiber reinforced plastic skins and
spar, with full depth honeycomb
core, and metallic hinge fittings.
They are sealed and are protected
against lightning strikes.
	 
	•	 	Six spoilers mounted on hinges
attached to the rear and auxiliary
spar in the upper surface of each
wing. The two inboard spoilers’
function as ground spoilers, while
the remaining four are
multi-function. The spoilers are
constructed of carbon fiber
reinforced plastic and honeycomb.
They are sealed and are protected
against lightning strikes




	 	 	 	 
	January 2002 (BAC)	 	 	
3



 






 



Schedule “A”


8.0     EMPENNAGE GROUP



The empennage is of a “T” configuration,
comprising an incidence adjustable
horizontal stabilizer with elevators,
mounted at the top of a vertical
stabilizer and rudder.


The horizontal
stabilizer is a one-piece sweptback unit
mounted at the top of the vertical
stabilizer. It incorporates pivot and

actuation mounting fittings to allow
incidence adjustments, hinges for
elevators and provision for sealing at
its interface with the vertical
stabilizer.


The fully cantilevered
sweptback-type vertical stabilizer is an
all-metal construction unit and
incorporates the rudder, also an
all-metal construction unit. The
leading edge incorporates the HF
antenna.


9.0     LANDING GEAR



The Aircraft undercarriage is composed of
one steerable nose landing gear (NLG) and
two trailing-link type main landing gear
units (MLG). Each nose and main gear
assembly has twin wheels and tires. The
main wheels are fitted with hydraulically
powered and electrically actuated carbon
brakes. Anti-skid protection and
automatic braking is also provided.


The
landing gear is of the tricycle type.
The two MLG assemblies, one located on
the inboard portion of each wing, retract
inboard each into the MLG bay located in
the central fuselage. The NLG assembly
is located beneath the cockpit and
retracts forward into the nose section of
the fuselage. Normal extension and
retraction is electrically controlled and
hydraulically operated by the cockpit
landing gear control handle located in
the center console.


Landing gear
position and status is visually displayed
on EICAS and aurally annunciated in the
cockpit. The anti-skid, brake control,
nose wheel steering indications and
status are also displayed on EICAS and
interface with the central maintenance
system for failure detection.


The
Aircraft has four braked main wheels (two
per main gear), and two free rolling nose
wheels. The main wheels and nose wheel
are fitted with tubeless tires
incorporating fusible plugs for over
temperature protection and metallic
diaphragm plugs for over pressure
protection.


Brake temperature is
monitored with a system consisting of
four sensors each mounted in a brake
housing and a brake
temperature-monitoring unit. Independent
brake temperature is indicated in the
cockpit on the EICAS.


The brake/anti-skid
control system interfaces with a dual
integrated digital electronic controller
with autobrake capability. The control
unit provides brake control with
independent wheel anti-skid protection,
locked wheel crossover protection,
touchdown protection, gear retract
braking and Built-In-Test-Equipment
(BITE).


The steering system is comprised of an
electronically controlled and
hydraulically powered actuation of the
nose landing gear steering actuators for
taxi, take-off and landing operations.
When the steering is not active due to
pilot selection or failure conditions,
the system continues to provide
effective shimmy damping to ensure
dynamic stability of the nose wheel.


Steering commands are input to the
Electronic Control Unit (ECU) through
the pilot’s hand wheel (full authority)
and/or rudder pedals (limited
authority).


Landing gear retracted, in travel, not
safe or down-and-locked as well as gear
doors open indication is provided to the
crew
via the EICAS system. “Gear not down”
aural warning is provided.


10.0    POWER PLANT



Two Rolls-Royce Deutschland BR710A2-20/01
bypass turbofan engines power the
Aircraft. The engines produce 14,750 lb.
of thrust up to 35°C (ISA+20°C) at sea
level. The engine is assembled from
seven sub-assemblies: fan rotor,
intermediate fan casing, HP compressor,
combustor/HP turbine, LP turbine, exhaust
case and accessory gearbox. It has a
single stage low-pressure fan driven by a
two stage shrouded low-pressure turbine.
A ten-stage high-pressure compressor is
driven by a two-stage high-pressure
turbine. The first four stages of the
compressor are equipped with
variable-pitch stators controlled by the
engine’s Full Authority Digital Engine
Control (FADEC). The combustor is an
annular conventional flow type designed
for low emissions and smoke control. A
forced mixer exhaust is integrated with a
two-door full flow type thrust reverser.
The hydraulically operated thrust
reverser system, with weight on wheels or
wheel spin-up available, will deploy when
the thrust reverser levers on the
throttle quadrant are operated. For
maintenance, the thrust reverser can be
locked open.


The engine has been designed for “on
condition” type maintenance which
requires periodic inspection of specific
major components. Only those parts that
show distress are replaced or
overhauled. The periodic maintenance
checks are established utilizing the
MSG-3 process.


The complete power plant assembly is
detachable from the pylon as a unit.


Auxiliary Power Unit (APU)


A Honeywell RE220 gas turbine APU is
installed in the Aircraft tail cone to
provide bleed air and electrical power
on the ground and in flight. Control of
APU speed and temperature is automatic.
APU starting is initiated by a single
switch located in the cockpit.


The APU supplies bleed air for cabin
cooling and heating, as well as engine
starting. The APU also drives a 40/45
kVA generator, which provides electrical
power on the ground and as back-up to
the main engine driven generators
in-flight.


11.0    EQUIPMENT & FURNISHINGS



The Aircraft has a flight compartment
and main cabin. The flight compartment
includes the following equipment and
furnishings:



	•	 	All instruments and control panels
	 
	•	 	A checklist holder and letdown sheet holder
	 
	•	 	A map holder on each control wheel
	 
	•	 	Storage for flight handbooks and
maps adjacent to each pilot
	 
	•	 	Storage compartments in the
cockpit side consoles for the
stowage of clip boards, charts,
etc.




	 	 	 	 
	January 2002 (BAC)	 	 	
4


 






 



Schedule “A”



	•	 	16g pilot and copilot reclining
seats (adjustable vertically and
horizontally) with five point
shoulder harnesses and inertia
reels.



12.0     SYSTEMS



Flight Controls


Flight controls consist of two separate
elevators, two ailerons, a single
rudder, a trimmable horizontal
stabilizer, eight multi-function
spoilers and four ground spoilers. Six
segments of Fowler flaps and eight
segments of leading edge slats are also
installed.


The primary flight controls are
conventional, mechanically controlled
and hydraulically operated. Cockpit
surface position indications are
displayed on EICAS. Primary lateral
control is accomplished by hydraulically
powered ailerons and assisted by
multi-function spoilers. The aileron
control is a dual system with anti-jam
protection. Pitch control is provided
by a dual mechanical control system
activating two separate hydraulically
operated elevators. Yaw control is
provided by means of three power control
units hydraulically powering the rudder.


The flap/slat system is controlled by an
integrated flap/slat selector located in
the cockpit with positions displayed on
EICAS.


Eight multi-function, electrically
controlled spoilers are installed, with
simplex hydraulically powered PCU’s, one
per surface. These spoilers provide roll
control to assist the ailerons, in
particular for crosswind landing cases.
The spoilers can also be symmetrically
controlled by the pilot, to be used as
speed brakes, via the flight spoiler
control lever. On the ground, these
spoilers act as lift dumpers, and are
automatically deployed similarly to the
ground spoilers. Spoiler position is
displayed on EICAS. To provide ground
lift dumping, four ground retract/extend
spoilers (inboard/outboard) with simplex
actuators are installed. They are
controlled in pairs by a hydraulic
manifold and are automatically commanded
to deploy by their dual controllers,
along with the multi-function spoilers,
upon Aircraft touchdown or rejected
take-off. Status and positioning is
displayed on EICAS.


Lateral and directional trim is
accomplished by controls on the center
console that operate electric trim
actuators. Longitudinal trim is
accomplished by switches on the pilots’
control wheels, which command changes in
the horizontal stabilizer angle through
flight control units. Mach trim is also
provided by the flight control units.
Trim indication is provided on EICAS. To
provide ground lift dumping, four ground
retract/extend spoilers
(inboard/outboard) with simplex actuators
are installed. They are controlled in
pairs by a hydraulic manifold and are
automatically commanded to deploy by
their dual controllers, along with the
multi-function spoilers, upon Aircraft
touchdown or rejected take-off. Status
and positioning is displayed on EICAS.


Fuel System


Fuel is contained in a wet wing box
structure sealed to form three main
separate wing tanks. An aft fuel tank
is located to the aft side of the rear
pressure bulkhead.


Each engine is supplied with fuel from
its respective feed tank, which contains
two AC primary, and one DC backup
electric boost pumps. Crossfeed between
engines is provided
by controlling an isolation valve. Fire
shut-off valves are installed on each
engine and APU feed line. The scavenge
and transfer systems maintain the feed
tanks full during nose up attitudes and
provide automatic transfer of fuel from
the central tank to the wing tanks.


A vent system to control the pressure in
the fuel tanks is provided, terminating
in two underwing mounted ram air scoops.
Also provided are two fuselage fuel
vent surge boxes to prevent fuel
spillage. Cockpit control is provided
on the overhead panel and fuel quantity
and warnings are displayed on EICAS.


A single point pressure refuel/defuel
manifold containing shut-off valves is
provided.


A fuel re-circulation system is provided
to ensure continued operation of the
fuel system even during flights of long
duration at extreme temperatures.


Hydraulic System


Three fully independent and isolated
hydraulic systems provide power to the
flight controls and other systems in the
Aircraft. All three systems operate at
a nominal pressure of 3,000 psi, and use
phosphate ester Type IV low density
hydraulic fluid.


System #1 powers flight controls and
left hand thrust reversers. System #2
powers flight controls, right hand
thrust reversers, brakes and main
landing gear emergency extension.
System #3 supplies pressure to flight
controls, landing gear, nose steering
and brakes. In case of emergency, a ram
air turbine (RAT) system incorporates a
hydraulic pump, which provides essential
power to the systems through System #3.


Visual and aural indication regarding
the system status, including system
pressure, quantity and temperature,
pumps and shut-off valve status, is
given in the cockpit via EICAS.


Electrical System


Primary electrical power is provided by
four 40 kVA alternating current (AC)
generators. Two generators are coupled
to each engine auxiliary gearbox. Also,
electrical power may be provided by a 45
kVA generator coupled to the APU. Direct
current (DC) electrical power is provided
by four 150A transformer rectifier units
(TRU), powered from the AC power sources.
In case of emergency, electrical power
is provided by a 9 kVA ram air turbine
(RAT) generator and by two nickel-cadmium
batteries. (1-25 Amp-hr and 1-42 Amp-hr).


On the ground, electrical power can be
provided either via the AC or the DC
external power receptacle.


The AC power distribution system is
divided in four independent and isolated
distribution systems/buses, which are
normally fed by different power sources
and are virtually interrupt free.


Power distribution to user equipment is
handled by the electrical management
system (EMS) providing automatic



	 	 	 	 
	January 2002 (BAC)	 	 	
5



 






 



Schedule “A”


system reconfiguration, optimizing
availability of electrical power to user
equipment and minimizing pilot workload.
Two EMS control and display units are
located in the cockpit for monitoring and
control by the pilots. As required.


Environmental Control System


The dual environmental control system
(ECS) provides the following:



	•	 	A supply of conditioned air to the cabin and cockpit;
	 
	•	 	Cabin pressurization;
	 
	•	 	Hot air anti-icing for the wing and engine air intake;
	 
	•	 	Ventilation and cooling air for the avionics equipment;
	 
	•	 	Emergency pressurization.



Each ECS consists of an engine bleed
management system and an air cycle
machine.


Conditioned air supply to the cabin and
cockpit is provided by two separate
systems; one system responding to the
temperature selection of the cockpit and
the other to the cabin. Cabin air
temperature is sensed in two locations
and the signals input to the ECS
temperature controller. Conditioned air
to the cabin is distributed from a duct
on each side of the cabin. Conditioned
air for the cockpit is supplied to the
roof, side console panels and to the
forward cockpit panel. Individual
adjustable overhead air vents (gaspers)
are installed at each pilot’s position.


The cabin pressure system consists of two
independent controllers, interfacing with
EICAS. The controllers automatically
command the cabin altitude through their
auto schedule, by regulating the
electrically actuated outflow valves.
Landing altitude is set via the FMS,
however, a cockpit panel mounted selector
provides an alternate means of choosing
landing altitude if the FMS is not used.
An independent protection is provided to
automatically close the outflow valves,
should cabin altitude exceed 15,000 ft.
In automatic mode the system controls and
maintains a cabin pressure altitude not
to exceed 6,000 ft. up to 45,000 ft.
and 7,230 ft. at 51,000 ft., providing
appropriate cabin pressure control
performance during steady and transient
conditions. Cabin differential pressure,
cabin pressure altitude and cabin
pressure altitude rate of change are
indicated on EICAS. A warning is
displayed if the cabin pressure altitude
exceeds 9,000 ft.


The wing and engine inlet anti-ice is an
evaporative thermal bleed air system.
It utilizes engine bleed air supplied
from the intermediate or high stage
engine bleed port according to the
flight conditions. Each slat leading
edge is comprised of a telescopic duct
and flex joints. Piccolo tubes are
provided to distribute the hot air
inside the slat leading edge. The
anti-ice system control and components
status is displayed on EICAS.


The Aircraft windshields and cockpit
side windows are electrically anti-iced.
The pitot heads, static ports, angle of
attack sensors and temperature probe are
also electrically anti-iced.


Oxygen System


A gaseous oxygen system for flight crew
protection in the event of a emergency
decompression is installed in the
Aircraft. Quick-donning pressure demand
type masks with
mask mounted regulators are provided for
each pilot. A crew system pressure
indication and low pressure warning is
provided on EICAS.


Four oxygen supply cylinders with
capacity of 50 cu.ft. each are
installed to serve the flight crew and
passengers.


Fire Protection


A fire detection and warning system with
fault discrimination is installed, with
fire detectors located in each engine
nacelle and in the APU compartment.
Three red fire warning lights are
installed in the cockpit fire handles,
one each for each engine nacelle and one
for the APU compartment. An element in
the wheel well warns of an overheat
condition in either of the main wheel
wells. Indication and test switches are
provided in the cockpit.


A two-shot Halon fire extinguishing
system for each engine and a two-shot
system for the APU are installed in the fuselage aft section. The fire
extinguisher bottle is fitted with a
low-pressure switch, which provides an
annunciation in the cockpit when
pressure drops below a predetermined
pressure setting.


One Halon type fire extinguisher is
installed in the flight crew
compartment.


Maintenance System


A Central Aircraft Information and
Maintenance System (CAIMS) is installed
in the Aircraft and uses a Portable
Maintenance Access Terminal (PMAT) to
access and monitor Aircraft system
status. Each Aircraft system performs
continuous self test and reports its
current status to the PMAT, in addition
to internally storing fault data along
with time of occurrence and flight
information.


The PMAT interprets the fault data and
displays fault information in plain
English along with flight deck effects.
The fault information is linked to the
aircraft maintenance manual (AMM) that is
contained on a CD ROM incorporated in the
PMAT, providing immediate access to
maintenance and trouble shooting
information.


The PMAT is also used to interrogate
systems to download flight fault
information and to initiate built in
test functions.


The capability to interrogate CAIMS
in-flight is available as an option and
provides some of the maintenance
features such as flight deck effects and
fault correlation with a direct link to
the AMM.


13.0     INSTRUMENTATION & AVIONICS



General Description


The Aircraft is equipped with a six-tube
Honeywell Primus 2000 XP avionics suite.
The six displays are laid out in a
six-across configuration. Two displays
in front of each pilot provide Primary
Flight Display (PFD) and
Multi-Functional Display (MFD)
information. The PFD presents flight
director, airspeed, altitude, attitude,
heading, as well as Horizontal Situation
Indication (HSI). The MFD provides
moving map and weather radar information
as well as traffic warnings from the
Traffic and Collision Avoidance System
(TCAS). The MFD may be manually
reverted to either a PFD or EICAS.



	 	 	 	 
	January 2002 (BAC)	 	 	
6



 






 



Schedule “A”


The Engine Indication and Crew Alerting System (EICAS)
system is installed consisting of a primary EICAS display, a
secondary EICAS display (both installed on the center
instrument panel), data acquisition units and a control panel. The functions provided by the EICAS are as follows:



	•	 	Engine parameter display
	 
	•	 	Crew alerting messages
	 
	•	 	Aural warnings
	 
	•	 	Aircraft synoptics pages for




	 	-	 	Flight Controls
	 
	 	-	 	Electrical Systems
	 
	 	-	 	Hydraulics Systems
	 
	 	-	 	Fuel System
	 
	 	-	 	Anti-Ice System
	 
	 	-	 	Environmental Control System




	•	 	Aircraft systems indications for




	 	-	 	Gears
	 
	 	-	 	Doors
	 
	 	-	 	FDR
	 
	 	-	 	Lamp Driving
	 
	 	-	 	APU
	 
	 	-	 	Brake Temperature
	 
	 	-	 	Cabin Pressurization.



EICAS displays can be displayed on either or both of the
Multi-Function Displays (MFD) by manually switching in
the event of a failure. Master caution and warning
indications are located on the glareshield at both crew
positions.


A digital flight data recorder (FDR) system is installed to
provide a record of Aircraft parameters required by the FAA
and includes an underwater location device.


The following standby instruments are installed in the
Aircraft:



	 	-	 	Attitude indicator
	 
	 	-	 	Combined airspeed/indicator/altimeter
	 
	 	-	 	Compass



Auto Flight


The Aircraft is equipped with an autoflight system, which
provides the following major functions:



	 	-	 	Flight Director
	 
	 	-	 	Autopilot
	 
	 	-	 	Yaw Damper
	 
	 	-	 	Autothrottle



The flight director modes are selected on the flight control
panel or via the go-around switches on the throttles. The
flight director commands and mode selection is displayed on
the PFD. The flight director modes include:


Flight Director Modes



	 	 	 	 	 
	Lateral	 	Vertical	 	Multi-Axis
	- Heading Select	 	
- Altitude Hold
	 	- Approach
	- Navigation	 	
-Altitude Select
	 	- Go Around
	- Approach	 	
- Vertical Speed Select
	 	- Takeoff
	- Back Course	 	
- Flight Level Change
	 	- Windclear

   Guidance
	 	 	
- VNAV	 	 



The dual autopilot system outputs pitch
and roll steering commands to the
autopilot servos. The autopilot engage
status is displayed on the PFD.


The dual yaw damper system provides yaw
damping and turn coordination functions.


The autothrottle computations are
performed within two integrated avionics
computers. Each computer is capable of
independently driving both throttle
servos to move the throttles and
provides inputs to the engine full
authority digital engine control
(FADEC). Autothrottle modes are
integrated with autopilot modes. The
autothrottle performs the engine
synchronization function.


Communications


The Aircraft communication system is comprised of:



	•	 	Two VHF communication systems.
Transceiver tuning is achieved
through either of two RTU’s. Space
and power provisions are made for a
third VHF system.
	 
	•	 	A dual digital HF communication
system. Tuning is achieved through
either of the two RTU’s or the two
FMS CDU’s.
	 
	•	 	A single SELCAL system which provides
an aural annunciation and an EICAS
message when a preset code is received
by either the VHF or HF radios. The
system is capable of monitoring three
VHF and two HF radios.




Provisions are
made in the Aircraft for the following:



	•	 	SATCOM (6-channel) – space and power provisions
	 
	•	 	Datalink – Space and power provisions
	 
	•	 	Flight phone in the cockpit.
	 
	•	 	Passenger Address Amplifier Unit.



A two channel interphone system with
hand held microphones and individual
controls for pilot and co-pilot is
installed in the Aircraft. Radio
transmission press-to-talk buttons are
located on the control wheels. An
intercom/hot mic switch is incorporated
in each audio control panel.


A Cockpit Voice Recorder system is
installed to record area voice
communication, as well as pilot and
co-pilot communication. The unit
records continuously and retains the
last thirty minutes of voice data.


Indicating/Recording Systems


All instrument presentations are
graduated in United States units of
measure for land planes (fuel quantity
in lb., fuel flow in lb./hr., altitude
in ft.), except temperature indicators
(in degrees Celsius) and airspeed
indicators (in knots or Mach number as
applicable). All placards read in the
same units as the instruments affected.


The arrangement of the controls and
instruments allow the pilots to fly the
Aircraft from the LH or RH seat. A
center console is installed between the
pilot and co-pilot, on which the engine
and system controls and trim controls
are mounted.


Two clocks are installed, one on the
pilot’s side panel, the other on the
co-pilot’s side panel.


Navigation


The navigation system includes the following components:



	 	 	 	 
	January 2002 (BAC)	 	 	
7



 






 



Schedule “A”


Air Data System (ADS) – The ADS consists
of three digital air data computers
(ADC’s). Three total air temperature
probes are installed to provide
temperature inputs to the ADC’s. The
ADC’s use pitot, static and temperature
inputs to compute altitude, vertical
speed, airspeed, and Mach number data.



Electronic Flight Instrument System
(EFIS) – An EFIS is provided with the
Aircraft utilizing the PFD, the MFD and
a display control panel for each pilot.
The processing and symbol generation is
part of the integrated avionics
computer.


Weather Radar – A digital color radar
system with dual radar controller is
installed. Radar data is displayed on
the MFD’s. The system also has
turbulence detection capability. Space
and power provisions are present for an
optional lightning sensor system.


Radio Altimeter – Two radio altimeters
are installed with data displayed on
both PFD’s.


Inertial Reference System (IRS) – Three
inertial reference units are installed
each providing attitude and heading,
rate, acceleration and position data for
use by EFIS, AFCS and other systems.
IRS position data is utilized by the
FMS’s for navigation. Integrated mode
select units coupled to each inertial
reference unit allow selection of IRS
modes (NAV or ATT). IRS initialization
is via either FMS or the Lasertrak unit,
which can also act as a back-up
navigator. One inertial navigation
display unit (INDU) is installed to
provide basic navigation capabilities as
back-up to the FMS.


Very High Frequency (VHF) Navigation –
Two VOR/ILS/MKR VHF navigation systems
are installed in the Aircraft. Both
systems are tuned by the RTU’s.


Automatic Direction Finder (ADF) – Two
digital ADF systems are installed in the
Aircraft. The ADF receivers are tuned
by the RTU’s.


Distance Measuring Equipment (DME) – Two
6-channel DME systems are installed.
Channel 1 and 2 are manually tuned,
while the remaining channels are tuned
by the FMS.


Air Traffic Control (ATC) Transponder –
Two Mode-S transponders are installed in
the Aircraft. Transponder control and
selection are performed via the RTU’s.


Traffic Collision Avoidance system
(TCAS) – A TCAS is installed comprising
of a TCAS processor, one top mounted
directional antenna and one bottom
mounted omnidirectional antenna. The
system is controlled by the RTU’s.


Flight Management System (FMS) – The
Aircraft is equipped with two FMS’s
comprising of two color CDU’s flight
management computers and a fixed data
loader, installed on the pilot’s side
console, which can interface with the
FMS. The FMS includes the following
features:



	 	-	 	
  Flight plans
	 
	 	-	 	
 Lateral and
vertical navigation 
	 
	 	-	 	
Dual operation
	 
	 	-	 	
Map data outputs for EFIS 
	 
	 	-	 	
Worldwide
database, including airways, SIDS and
STARS

	 
	 	-	 	Holding pattern specification for any waypoint and a
present position hold at any time
	 
	 	-	 	Back-up radio tuning
	 
	 	-	 	Progress data display
	 
	 	-	 	Autothrottle interface
	 
	 	-	 	Fuel leak detection
	 
	 	-	 	Space and power provisions are present for a third
FMS.



Global Positioning System (GPS) – A single GPS system is
installed. GPS data is fed to the FMS. Space and power
provisions are present for the installation of an optional
second GPS.


Enhanced Ground Proximity Warning System (EGPWS)


– A GPWS system with wind shear detection is installed.
Warnings are displayed in the PFD, enhanced terrain
avoidance is displayed on the MFD’s.


In addition to the above, provisions are made for the
following optional equipment:



	•	 	Head-up Guidance System
	 
	•	 	Cockpit printer
	 
	•	 	Emergency Locator Transmitter (ELT)



14.0    CUSTOMER SUPPORT SERVICES



Inspection and Acceptance Procedures


Seller will advise Buyer when the Aircraft will be available
for Buyer’s inspection and acceptance in accordance with the
Agreement. Buyer will be entitled to have as many
representatives as it deems required to participate in the
inspection and acceptance of the Aircraft; however, only 2
representatives of Buyer may participate in flight tests due to
safety, insurance and regulatory requirements.


Flight Operations Support


Upon request by Buyer, Seller will provide, at no additional
cost, the services of its pilots for the following activities:



	i)	 	One pilot to assist Buyer during acceptance of the
Completion Work from the interior completion center.
	 
	ii)	 	One pilot, for a period of up to 14 days from Delivery
Time, to familiarize Buyer’s flight crews with day-to-day Aircraft operations.




In addition, Seller will provide, at no additional cost, the
services on one dedicated, on-site, field service
representative (FSR) to assist with the start-up of flight
operations of the Aircraft for an initial period of 14 days.
Buyer will be responsible to reimburse the reasonable travel
and living expenses of Seller’s pilots and FSR.


Training


As part of the Purchase Price, Seller shall make available, at
its designated facilities, the following courses:



	•	 	A ground and simulator flight-training program for four
qualified pilots to type rating;
	 
	•	 	Ground maintenance-training program for two
mechanics; and
	 
	•	 	Training for two flight attendants.




	 	 	 	 
	January 2002 (BAC)	 	 	
8



 






 



Schedule “A”


Buyer shall be responsible for all
travel and living expenses of Buyer’s
personnel. Seller recommends that all
training be completed before placing the
Aircraft into service, but, in any
event, all training must be completed no
later than 1 year from Delivery Time or
Buyer’s rights to training at no
additional cost shall expire.


Technical Data and Services


The Aircraft will be delivered with the
following documentation and the
technical publications that are included
in the Purchase Price of the Aircraft:



	 	 	 	 	 
	Manual Description	 	Quantity
	Service Bulletins
	 	 	1	 
	Airplane Flight Manual
	 	 	2	 
	Quick Reference Handbook
	 	 	2	 
	Flight Crew Operating Manual
	 	 	2	 
	Flight Planning and Cruise Control Manual
	 	 	1	 
	Ground Handling & Service Information
	 	 	1	*
	Maintenance Manual
	 	 	1	*
	Wiring Diagram Manual
	 	 	1	*
	Wiring List Manual
	 	 	1	*
	System Schematic Manual
	 	 	1	*
	Illustrated Parts Catalog
	 	 	1	*
	Time Limits/Maintenance Checks
	 	 	1	*
	Structural Repair Manual
	 	 	1	*
	Weight & Balance Manual
	 	 	1	*
	Non-Destructive Test Manual
	 	 	1	*
	Illustrated Tool & Equipment Manual
	 	 	1	*
	Component Maintenance Manual
	 	 	1	*
	Maintenance Planning Document
	 	 	1	*
	Fault Isolation Manual
	 	 	1	*
	Fault Reporting Manual
	 	 	1	*
	Rolls-Royce Service Bulletins
	 	 	1	 
	Rolls-Royce Time Limits Manual
	 	 	1	 
	Rolls-Royce Power Plant Build-Up
	 	 	1	 



The manuals identified with an asterisk
(*) are delivered in CD-ROM format. All
others are delivered in hard copy.


In
addition, commencing at Delivery Time,
Seller shall make available, from time
to time, to Buyer at its last address
provided by Buyer in writing to Seller,
service bulletins and general
information applicable to the Aircraft,
as well as any amendments to the
documentation and technical publications
referred to above applicable to Buyer’s
Aircraft, for a period of 10 years after
delivery of the last BD-700-1A10
aircraft manufactured by Seller. Seller
shall provide this service at no
additional cost to Buyer for a period of
5 years from Delivery Time.


Computer Integrated Maintenance
Management System (CIMMS)


In order to facilitate the performance
of maintenance of the Aircraft at
required intervals, Seller provides
Bombardier’s Computer Integrated
Maintenance Management System (CIMMS)
free of charge for one year commencing
at the induction of the Aircraft at the
Completion Center and, upon
subscription, renewable annually
thereafter.


Any computer software (“Software”)
delivered by Seller to Buyer in
connection with the CIMMS program or the
Aircraft, excluding any Software covered
by separate license agreements (whether
shrink-wrap or otherwise), is being
licensed to Buyer and not sold. Seller
hereby grants to Buyer (who for this
purpose is a mere licensee) a personal,
nonexclusive, and non-transferable
(except in connection with a transfer of
the Aircraft) license to use the Software
solely for its intended purpose and
solely in connection with the intended
operation of the Aircraft. The Software,
all copies thereof, and all derivative
works based thereon, in whole or in part,
and all copyright, patent, trade secret,
and other intellectual and proprietary
rights therein (whether arising under the
laws of Canada, the United States, or
under other foreign laws or international
treaties), are and shall remain the
property of Seller. All copyright,
patent, trademark, and other similar
notices shall be displayed as designed.
Buyer shall not duplicate or permit the
duplication of the Software. Buyer shall
not modify, translate, reverse assemble,
reverse engineer, or decompile the
Software, in whole or in part. The
license shall terminate when the Software
is no longer being used as intended in
connection with the CIMMS program or the
Aircraft.


Bombardier Smart Parts Plus Program


Buyer will have the option of enrolling
the Aircraft in Bombardier’s Smart Parts
Plus program applicable to the Aircraft.
These programs provide aircraft parts
and components replacement coverage at a
fixed dollar rate per flight hour.


15.0     WARRANTY



15.1   Seller warrants to Buyer that at
Delivery Time, the Aircraft shall be
free from: i) defects in material, ii)
defects in manufacture and iii) defects
in design, having regard to the
state-of-the-art as of the time of
design of the Aircraft (“Warranty”).
Seller’s sole obligation and liability
under this Warranty is a) expressly
limited to correction by repair,
replacement or rework of the item(s) by
Seller (or its affiliates) at its
facilities, or at such other facility as
may be designated by Seller, of any
defect specified above and b) subject to
Buyer giving notice to Seller of a claim
under this Warranty as soon as
practicable but in no event later than
expiration of the Warranty periods set
forth below. Any item(s) (excluding the
Aircraft) found defective shall be
returned to Seller at Seller’s expense.


15.2   The Warranty in respect to the
Aircraft shall be for 5,000 flight hours
or 5 years from Delivery Time, whichever
first occurs except that for the
Completion Work, the Warranty shall be
for 2,000 flight hours or 2 years from
Delivery Time, whichever first occurs.


15.3   Notwithstanding the above, the
Warranty period applicable to airframe
primary metal structures as defined in
Section 51 and as detailed in Sections
53 (Fuselage), 55 (Stabilizers) and 57
(Wings) of the Aircraft Structural
Repair Manual in effect as of the date
of this Agreement shall be for 20,000
flight hours or for 20 years from
Delivery Time, whichever first occurs;
provided, however, that such extended
Warranty period does not apply to doors,
fairings, covers and
systems/equipment support structure, for
which specific items the Warranty period
shall be as stated in Article 15.2.



	 	 	 	 
	January 2002 (BAC)	 	 	
9








 



Schedule “A”


15.4   Buyer shall be entitled to claim a
repair, replacement or rework pursuant
to this Warranty provided:



	i)	 	the Aircraft has not been operated or
maintained in material violation of the
provisions of Seller’s Approved Flight
Manual, Maintenance Manual and Service
Bulletins, and as each thereof may be
amended from time to time by Seller;
	 
	ii)	 	an installation, repair, alteration
or modification to or of the Aircraft
made by Buyer or a third party has not
been the cause or a contributing cause
of the defect;
	 
	iii)	 	the Aircraft has not been subjected
to misuse, abuse or accident or has not
been improperly stored and protected
against the elements when not in use.



15.5   Notwithstanding any other
provisions herein, the Warranty shall
not apply to any engines installed on
the Aircraft. The engine warranty shall
be provided directly by the engine
manufacturer (Rolls-Royce Deutschland)
to Buyer, shall be the sole
responsibility of the engine
manufacturer, and the rights of Buyer
with respect to the engines shall be a
matter as between the engine
manufacturer and Buyer. Buyer agrees
that Seller shall have no obligation or
liability for any engine warranty
including, without limitation, any lack
of performance, reliability or
maintainability of the Aircraft as a
result of the engines.


15.6   Seller does not warrant any
accessory, equipment or part
incorporated in the Aircraft, which is
not furnished pursuant to this
Agreement.


15.7   Any repair, replacement or rework
under the Warranty shall be covered to
the extent of the unexpired portion of
the Warranty periods set forth in this
Article 15 remaining at the time of such
repair, replacement or rework.


15.8   Buyer shall maintain reasonably
complete records of operations and
maintenance of the Aircraft and shall
make such records available to Seller as
Seller may reasonably require. If Buyer
fails to maintain those records Seller
shall be relieved of its Warranty
obligations.


15.9   The Warranty is for the benefit of
Buyer, its successors and all persons to
whom title to the Aircraft may be
transferred during the Warranty periods
set forth herein, provided that any
successor or owner shall remain subject
to the applicable provisions of this
Agreement to the same extent as Buyer.


16.0    PATENT AND TRADEMARK
PROTECTION


Subject to the provisions set out below,
Seller agrees to indemnify and defend
Buyer and save Buyer harmless against
any claim brought against Buyer that
Buyer’s use of the Aircraft constitutes
an infringement of any a) U.S. or
Canadian patent or trademark, or b)
foreign patent or trademark having a
United States or Canadian counterpart
and issued by any country which has
ratified and is at the time of any such
actual or alleged infringement a
contracting party to the Convention on
International Civil Aviation and the
International Convention for the
Protection of Industrial Property
provided that:



	i)	 	Buyer notifies Seller in writing of
the claim within 10 days after Buyer’s
receipt of the claim;
	 
	ii)	 	Upon Seller’s
written request, Buyer immediately gives
to Seller control over the defense
and/or settlement of the claim;
	 
	iii)	 	Buyer fully cooperates with Seller in
such defense and/or settlement; and
	 
	iv)	 	Buyer does not prejudice Seller’s
conduct of such defense and or
settlement.



In no event shall Seller
have any obligation with respect to any
liability, loss, damage or expense in
respect of, arising out of or resulting
from any lack or loss of use of the
Aircraft.


The foregoing shall only create an
indemnity obligation upon Seller for
claims which are solely and directly
based upon the use, sale or offer for
sale of the Aircraft. No indemnifying
obligation shall arise or exist with
respect to claims that are based upon
the engines, avionics equipment, or any
accessory, equipment or part thereof, or
any other accessory, equipment or part
which was not manufactured by Seller or
which was not manufactured exclusively
pursuant to Seller’s detailed design, or
which was included in the Aircraft
either by Buyer, on behalf of Buyer or
at Buyer’s request, or which was
supplied by Buyer or procured or
manufactured by Seller in accordance
with Buyer’s specifications, nor shall
any obligation arise or exist if the
alleged infringement is based upon the
use of the Aircraft in a manner
prohibited by relevant directives or
regulations issued by appropriate
government agencies or
instrumentalities.


Subject to the foregoing provisions of
this Patent and Trademark Protection,
Seller shall pay court costs and its
reasonable attorney’s fees for defending
such claim, as well as the amount of any
settlement deemed advisable by Seller or
any damages that may be awarded against
Buyer in respect of such claim. At its
own expense, Seller may at any time, at
its option:



	i)	 	procure for Buyer the
right to continue to use the Aircraft; or
	 
	ii)	 	modify the Aircraft, including
modifying or replacing any part thereof
to render the Aircraft non-infringing.



In
the event the use of the Aircraft by
Buyer has been enjoined, Buyer shall have
the right to require Seller to take
action in accordance with the foregoing,
provided that it shall be Seller’s sole
option as to which alternative action it
takes. Except as expressly provided
above, Seller does not provide any other
representation, warranty or protection
concerning patents or trademarks with
respect to the Aircraft.


17.0     CONSULTANTS



Should Buyer retain the services of a
consultant or other third party
representative (the “Consultant”) in
connection with this Agreement, Buyer
agrees to have such Consultant sign
Seller’s standard non-disclosure
agreement.



	 	 	 	 
	January 2002 (BAC)	 	 	
10









 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.



I.     AMEND THE PURCHASE AGREEMENT AS FOLLOWS:



	 	 	 
	ARTICLE 1.	 	
AIRCRAFT DESCRIPTION




	 
	Add the following sentence at the end of the paragraph: “The term
“Specification” as used herein shall include any and all changes to the
Specification as described in Article 13.19.




	 	 	 
	ARTICLE 2.	 	
PRICE, PAYMENT SCHEDULE AND DELIVERY




	 	 	 
	2.3	 	
[**]




	 	 	 
	ARTICLE 4.	 	
GENERAL PROVISIONS




	 	 	 
	4.1	 	
In the first line following “IN” insert “THIS
AGREEMENT AND”.
	 	 	 
	4.1	 	
In the second line after “SPECIFICATION” insert “AND THE WARRANTY OF
TITLE INCLUDING ANY WARRANTY OF TITLE INCLUDED IN ANY BILL OF SALE ISSUED
BY THE SELLER”.
	 	 	 
	4.1	 	
[**]
	 	 	 
	4.2	 	
[**]
	 	 	 
	4.2	 	
In the fourth line insert “OR THE TERMINATION OF THIS AGREEMENT” before the period.
	 	 	 
	4.2	 	
[**]




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	1/15	 







 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	 
	4.3	 	
In the third line delete the words “BOTH” and “AND” and after the word
“SELLER” add the words, “INCLUDING FOR THIS ARTICLE 4.3,” and after the
words “BOMBARDIER INC. (THE MANUFACTURER OF THE AIRCRAFT) add the words
“AND BOMBARDIER AEROSPACE CORPORATION”.
	 	 	 
	4.5	 	
In the second line delete the word “and” and replace with a “,” and after
the word “Addendum” add the words, “, Schedules and Exhibits”.




	 	 	 
	ARTICLE 5.	 	
DELIVERY AND INSPECTION
	 	 	 




	 	 	 
	5.1	 	
In the first line replace “reasonable” with “30 days prior”.
	 	 	 
	5.1	 	
In the third line replace 10 hours duration” with “15 hours duration,
including a “cold soak” flight of at least 10 hours in duration to verify
the operational status of the Aircraft in cold soak conditions and
provided, however, that Buyer may extend the test flight of the Aircraft
if Buyer, in good faith, believes that such extension is necessary to
confirm that there is no defect in the Aircraft.”
	 	 	 
	5.1	 	
Insert the following sentence at the end of the section: “All flights
prior to Delivery Time (including any flight to the delivery location)
shall be at Seller’s expense”.
	 	 	 
	5.2	 	
In the second line, after the words “flight test” insert the words
“(including those described in Schedule D hereto which have been
identified by Buyer at the execution of this Agreement)”
	 	 	 
	5.2	 	
In the second line following “before” insert “Delivery Time or, subject
to the parties mutual agreement,”
	 	 	 
	5.2	 	
In the second line delete “or”
	 	 	 
	5.2	 	
In the sixth line, replace “3 days after any” with “3 business days after all”.
	 	 	 
	5.2	 	
In the sixth line following “corrected,” insert “unless otherwise mutually agreed”.
	 	 	 
	5.3	 	
In the first line after “Aircraft” insert “when tendered in accordance
with this Agreement and following satisfactory completion of the
inspection in accordance with Article 5.1 and 5.2 of this Agreement”.
	 	 	 
	5.3	 	
In the third line replace “bill of sale” with “FAA Bill of Sale and shall
deliver to Buyer at the delivery location a warranty bill of sale in the
form of Schedule “C””.





	 	 	 
	ARTICLE 6.	 	
PAYMENT AND TAXES




	 	 	 
	 	 	 
	6.2	 	
In the third line replace “LIBOR” with “Prime”.
	 	 	 
	6.2	 	
In the fourth line following “Journal” insert “(“Interest”)”.
	 	 	 
	6.3	 	
[**]




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	2/15	 







 







ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	 
	ARTICLE 7.	 	
LOSS OR DESTRUCTION




	 	 	 
	7.1	 	
[**]




	 	 	 
	ARTICLE 8.	 	
EXCUSABLE DELAY




	 	 	 
	8.1	 	
In the third line replace “directly or indirectly to” with “to causes
beyond its reasonable control which may include events of”.
	 	 	 
	 	 	
[**]
	 	 	 




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	3/15	 







 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	 
	8.2	 	
Delete entire Article and replace with the following:
	 	 	 
	 	 	
[**]




	 	 	 
	ARTICLE 9.	 	
TERMINATION




	 	 	 
	9.1	 	
[**]
	 	 	 
	9.1	 	
[**]
	 	 	 
	9.1	 	
[**]
	 	 	 
	9.1	 	
At the end of this Article insert the following “For the purposes of this
Article 9.1, the above terminating events affecting Seller, the term
Seller shall refer either to Bombardier Inc. or its subsidiary, Bombardier
Aerospace Corporation.”
	 	 	 
	9.2	 	
[**]
	 	 	 
	9.2	 	
[**]
	 	 	 
	9.3	 	
In the third line following “Purchase Price” add “plus Interest from the
date such payment was made”.
	 	 	 
	9.3	 	
[**]
	 	 	 
	9.4	 	
In the second line following “Article 5” add “when tendered in accordance with this Agreement”.
	 	 	 
	9.4	 	
In the fourth line following “not” delete “act to”.
	 	 	 
	9.4	 	
In the sixth line following “default or breach” delete the remainder of the sentence.





	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	4/15	 







 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	 
	9.5	 	
In the third line following “stipulated date” insert “and Buyer fails to
cure such payment default or breach within 5 business days after receipt
of written notice by Seller”.
	 	 	 
	9.5	 	
[**]
	 	 	 
	9.5	 	
[**]




	 	 	 
	ARTICLE.10	 	
MISCELLANEOUS




	 	 	 
	10.1	 	
In the fifth line following “Aircraft” insert “or to a qualified
intermediary for the purpose of effecting a like-kind exchange”.
	 	 	 
	10.1	 	
Insert “and provided Seller shall remain the sole party responsible to
Buyer for all of Seller’s obligations hereunder” before the last period.
	 	 	 
	10.1	 	
In the eight line following “Agreement”, insert the following: “Buyer
will not be held jointly and severally liable if Seller provides its
consent to assignment (which shall not be unreasonably withheld) to any
wholly owned subsidiary provided that Buyer demonstrates to Seller’s
satisfaction that the Assignee is able to meet the financial obligations
of this Agreement.”
	 	 	 
	10.1	 	
In the tenth line following “financial institution or” insert “immediately
prior to Delivery Time”.
	 	 	 
	10.1	 	
At the end of this Article following “of securing financing” insert “and
upon assignment to a wholly owned subsidiary of Seller, Seller
(Bombardier, Inc.) shall remain jointly and severally obligated to perform
all obligations of Seller including those that survive Delivery Time
(including without limitation the warranty provisions included in Section
15 of Schedule A hereto) and shall provide a warranty of title described
in Schedule C hereto.”
	 	 	 
	10.2	 	
On the third and fourth line delete “or facsimile number as shown on page
1 hereof unless such address is changed by notice given to the other party
in accordance herewith” and replace with the following: “as follows
Williams-Sonoma, Inc. c/o Aero Law Group pllc 11120 NE 2nd Street, Suite
210, Bellevue Washington, 98004 or to the facsimile as shown on page 1.”
	 	 	 
	10.4	 	
In the first line after “Agreement” insert “(including the Specification,
Addendum, Schedules and Exhibits)”. The following sentence shall be added
at the end of the paragraph, “For avoidance of doubt, in the event of any
discrepancy in the Specification (not including the Completion Work), the
order of precedence shall be the Aircraft Flight Manual, Maintenance
Manual and Schedule A.”
	 	 	 
	10.6	 	
Insert the following:
	 	 	 
	 	 	
Like-kind Exchange. Buyer may structure the transaction herein
contemplated as the receipt of replacement property pursuant to a
like-kind exchange under the provisions of Section 1031 of the Internal
Revenue Code of 1986, as amended and the Treasury Regulations issued
pursuant thereto. Seller agrees to cooperate to structure the
transaction in such manner, including, without limitation, the execution
of any documents, including an amendment to this Agreement or an
assignment of this Agreement to a qualified intermediary or exchange
accommodation titleholder. Buyer may assign its rights to this Agreement
pursuant to an “Assignment of Rights Under Contract” to be executed by
Buyer (as “Exchangor” thereunder) and Seller prior to receipt of any FAA
Bill of Sale or Warranty Bill of Sale transferring legal title to the
Aircraft. The provisions of such Assignment may include the substitution
of the word “Exchangor” for the word “Buyer” under this Agreement.




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	5/15	 


 






 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	 
	ARTICLE 11.	 	
CONFIDENTIALITY



Delete Article 11 and replace with the following:



	 	 	 
	11.1	 	
Seller and Buyer hereby agree to keep this Agreement and its contents
confidential and each party hereto agrees that it shall not disclose,
or permit to be disclosed, the same to any person or entity, except:




	 	 	 	 	 
	 	 	
(a)
	 	to permitted assignees or transferees of a party per the
provisions of Article 10.1 or to such party’s or their permitted
assignee’s or transferee’s counsel, accountants, auditors and
Boston Jetsearch, Inc., on a “need to know” basis, all of whom
shall have agreed to keep the same confidential;
	 	 	 	 	 
	 	 	
(b)
	 	as may be required by statute, court, subpoena or
administrative order or decree or governmental ruling or
regulation of the United States or Canada or other applicable
jurisdiction on the condition that prompt notice of the
requirement for such disclosure is given to the other party to
allow such party to resist such disclosure or seek confidential
treatment;
	 	 	 	 	 
	 	 	
(c)
	 	to the extent that such information is published, is
publicly available or is in the public domain, through no fault
of the disclosing party; or
	 	 	 	 	 
	 	 	
(d)
	 	as may be necessary for Seller or Buyer to carry out
their obligations under the Agreement.




	 	 	 
	11.2	 	
Seller shall ensure that no photographs, videos or any other type of
visual replication of the Aircraft or any materials as installed, or
to be installed, in or on the Aircraft, is taken by Seller or its
employees and shall use commercially reasonable efforts to ensure that
no such no photographs, videos or any other type of visual replication
are taken by anyone other than by Buyer or its representatives, or
displayed or used by Seller for any purpose at any time or under any
circumstances without Buyer’s prior written consent, except for
photographs, videos or such other replications which include the
exterior of the Aircraft, without identifying (or allowing third
parties to identify) the Aircraft as belonging to Buyer or as required
to allow Seller to perform its obligations under this Agreement.
	 
	11.3	 	
Seller shall ensure that the Aircraft and the materials installed
therein are not at any time or under any circumstances used by Seller
or anyone subject to its control for or in connection with any
promotional, publicity, media or other type of marketing or
advertising work except for promotional, publicity, media or other
type of marketing or advertising work other than as would be allowed
under Article 11.2.
	 
	11.4	 	
Only authorized employees or representatives of Seller or employees
or representatives of Buyer including Consultants (as defined in
Article 17 of Schedule A) will be permitted access to the Aircraft.
Visitors other than those who need access to the Aircraft in order to
allow Seller or Buyer to perform their obligations hereunder shall not
be permitted to view or tour the Aircraft interior without prior
consent of the Buyer or its Consultant. In the event authorization is
granted, visitors will be accompanied at all times by a Seller
representative.
	 
	II.	 	
INSERT THE FOLLOWING NEW ARTICLES INTO THE PURCHASE AGREEMENT





	 	 	 
	ARTICLE 12.	 	
INTENTIONALLY LEFT BLANK




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	6/15	 


 






 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.



ARTICLE 13.




	 	 	 
	13.1	 	
[**]
	 	 	 
	13.2	 	
[**]
	 	 	 
	13.3	 	
[**]
	 	 	 
	13.4	 	
[**]
	 	 	 
	13.5	 	
[**]
	 	 	 
	13.6	 	
[**]
	 	 	 
	13.7	 	
[**]
	 	 	 
	13.8	 	
[**]
	 	 	 




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	7/15	 



 






 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	 
	13.9	 	
[**]
	 	 	 
	13.10	 	
[**]
	 	 	 
	13.11	 	
[**]
	 	 	 
	13.12	 	
[**]
	 	 	 
	13.13	 	
[**]
	 	 	 
	13.14	 	
[**]
	 	 	 
	13.15	 	
[**]
	 	 	 
	13.16	 	
[**]




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	8/15	 


 






 








ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	 
	13.16	 	
[**]
	 	 	 
	13.17	 	
[**]
	 	 	 
	13.18	 	
[**]
	 	 	 
	13.19	 	
[**]




	 	 	 
	ARTICLE 14.	 	
[**]



ARTICLE 15.




	 	 	 
	15.1	 	
[**]
	 	 	 
	ARTICLE 16.	 	
[**]





	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	9/15	 


 






 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	 
	ARTICLE 16.	 	
[**]



III.    AMEND SCHEDULE A TO THE AIRCRAFT PURCHASE AGREEMENT AS FOLLOWS:



	 	 	For avoidance of doubt, unless otherwise noted the definitions contained
herein shall have the same meaning as those set forth in the Agreement.



1.0    INTRODUCTION



	 	 	In the third paragraph at the end of the first sentence before the period
insert “arising after the date hereof (“Governmental Requirements”)”.




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	10/15	 



 










 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	In the fifth line of the third paragraph replace “changes” with
“Governmental Requirements”.
	 
	 	 	In the tenth line of the third paragraph replace “changes” with
“Governmental Requirements”.
	 
	 	 	[**]



2.0    GENERAL DESCRIPTION




	 	 	Under the definition of “Engines – Make/Model” delete “Make”.



4.0    CERTIFICATION




	 	 	In the third line delete “256” and replace with “25” and delete
“American” and replace with “United States”.
	 
	 	 	 -   At the end of the first paragraph, before the period, insert
“, and approved for operations to Category II minima”.
	 
	  	 	 -  At the end of the second paragraph, before the period, insert
“, with no restrictions or limitations”.
	 
	  	 	 -   Insert the following at the end of section 4.0



13.0    INSTRUMENTATION AND AVIONICS




	 	 	[**]



14.0    CUSTOMER SUPPORT SERVICES




	 	 	Inspection and Acceptance Procedures
	 
	 	 	Delete the first sentence.
	 
	 	 	In the fifth line replace “inspection and acceptance” with “inspections and acceptances”.
	 
	 	 	Flight Operations Support




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	11/15	 



 






 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	Flight Operations Support
	 
	 	 	In the first line of clause ii), replace “days from” with “consecutive days following”.
	 
	 	 	Training
	 
	 	 	In the last sentence replace “1 year” with “2 years”
	 
	 	 	In clause ii), a “.” shall be added at the end of the sentence.
	 
	 	 	In the second line of the second paragraph replace the word “on” with the word “of”.
	 
	 	 	Technical Data and Services
	 
	 	 	At the end of the Manual Description, in the first line, delete “delivered” and replace with “available”.
	 
	 	 	At the end of the Manual Description, in the second line, delete “delivered in hard copy” and replace with “available in
hard copy. Buyer shall be provided with such manuals in any available media as requested by Buyer.”.
	 
	 	 	Computer Integrated Maintenance Management System (CIMMS)
	 
	 	 	In the fourth and fifth lines delete “the induction of the Aircraft at
the Completion Center” and replace with “Delivery Time.”
	 
	 	 	At the end of the section, insert the following: “Subject to Seller’s
training schedule and provided Buyer schedules its training with
reasonable advance notice, Seller shall make reasonable efforts to ensure
that all of the training courses described in this section are provided
to Buyer in accordance with Buyer’s scheduling preferences. Furthermore,
Buyer shall have the option by co-ordinating with Seller’s training
co-ordinators to substitute the aforementioned training allotment for
alternative equal value training options.”



15.0 WARRANTY




	 	 	 
	15.1	 	
In the second line after “Aircraft” insert “shall conform to the
Specification and”.
	 	 	 
	15.1	 	
In the seventh line after “item(s)” add “including all required
disassembly and reassembly to gain access to or to remove and replace
such item(s) and functional testing”.
	 	 	 
	15.1	 	
In the eight line after “facilities,” insert “any Bombardier
Aviation Services facility, any Global Express Authorized Service
Facility,”.
	 	 	 
	15.1	 	
In the ninth line after “Seller”, insert “and reasonably acceptable
to Buyer”.
	 	 	 
	15.1	 	
At the end of the first sentence, delete the period and add the
following: “, except that for a period of 10 days following expiration
of a Warranty period, Buyer may present a claim for a defect that
existed prior to the expiration of such Warranty period provided that
Seller had previously received notice of such a defect.”
	 	 	 
	15.1	 	
At the end of the Article, add the following: “Any matters stated
in the Specification as type characteristics, estimates,
approximations, objectives, design objectives, design criteria are
excluded from the Warranty.”





	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	12/15	 



 







 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	 
	15.4	 	
[**]
	 	 	 
	15.4	 	
[**]
	 	 	 
	15.4	 	
In the second line of clause ii), after “party” insert
“(other than an affiliate of Seller)”.
	 	 	 
	15.4	 	
At the end of clause ii), add the words “to the extent of such contribution.”
	 	 	 
	15.4	 	
Delete the period at the end of clause iii) and add the following:
“in accordance with Bombardier’s Ground Handling and Service
Information Manual referenced in Article 14.0 of Schedule “A”, by any
person other than Seller or any party related to Seller, to the extent
such misuse, abuse, accident or improper storage is a cause of the
defect.”
	 	 	 
	15.5	 	
At the end of the first sentence before the period, add the
following: “but the Warranty does apply to Seller’s installation of the
Powerplant on the Aircraft, including the design of such
installation”.
	 	 	 
	15.5	 	
Insert the following at the end of Section 15.5:
	 	 	 
	 	 	
[**]
	 	 	 
	15.6	 	
At the end of the Article before the period, add the following: “or
any amendment to this Agreement”.
	 	 	 
	15.7	 	
[**]
	 	 	 
	15.8	 	
In the fourth line following “records” insert “to the extent Buyer
fails to maintain such records and such failure prevents Seller from
determining if a claim should be covered under this Warranty”



16.0                              PATENT, COPYRIGHTAND
TRADEMARK PROTECTION




	 	 	 
	 	 	
[**]
	 	 	 
	 	 	
[**]
	 	 	 
	 	 	
In section i) delete in its entirety and replace with the following “
Buyer notifies Seller in writing within 20 days or such shorter period
as provided by law to file an appearance, a defense, preliminary
motions or other similar court proceedings provided that the failure
to give such notice shall be a bar to Buyer’s indemnification rights
hereunder only to the extent it is prejudicial to Seller.”




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	13/15	 



 






 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.




	 	 	[**]
	 
	 	 	[**]
	 
	 	 	[**]
	 
	 	 	Add the following new paragraphs to Article 16:
	 
	 	 	[**]
	 
	 	 	[**]



IV.     AMEND SCHEDULE A-1 TO THE AIRCRAFT PURCHASE AGREEMENT AS FOLLOWS:


2.0     SOUNDPROOFING




	 	 	Replace this article in its entirety and replace with the following:
	 
	 	 	[**]
	 




	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	14/15	 



 






 






ADDENDUM ONE TO THE GLOBAL EXPRESS PURCHASE AGREEMENT

BETWEEN WILLIAMS-SONOMA, INC. AND BOMBARDIER INC.



	 	 	[**]



IN WITNESS HEREOF, the parties hereto have caused this Addendum to be duly
executed by authorized representatives as of the day and year indicated below.




	 	 	 	 	 	 	 
	
BOMBARDIER INC.

SELLER
	 	WILLIAMS-SONOMA,
INC.

BUYER
   




	 	 	 	 	 	 	 
	By:	 	
/S/ GARY L. DOLSKI
	 	By:
	 	/S/ W. HOWARD LESTER
	 	 	


	 	 	 	

	Name:	 	
Gary L. Dolski
	 	Name:
	 	Howard Lester
	 	 	


	 	 	 	

	Title:	 	
General Manager: Contracts
	 	Title:
	 	Chairman
	 	 	


	 	 	 	

	Date:	 	
30 April 03
	 	Date:
	 	4-30-03
	 	 	


    	 	 	 	





	 	 	 	 
	[**] Confidential Treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange
	Commission.	WILLIAMS-SONOMA, INC.	15/15