Unassociated Document


    Exhibit 4.3

     

    AMENDMENT
N°5

    


    TO THE A319/A320 PURCHASE
AGREEMENT

    


    (Buyer’s
Reference No. 04HMB0101FR)

    


    BETWEEN

    


    AIRBUS
S.A.S.

    


    as
Seller

    


    AND

    


    CHINA SOUTHERN AIRLINES
COMPANY LIMITED

    


    as
Airline

    


    AND

    


    CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT TRADING
CORPORATION

     

    as
Trading Corporation

    


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

    


    
      	
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    AMENDMENT
N°5

    


    This
amendment No.5 to the A319/A320 Purchase Agreement dated as of April 9, 2004 is
made as of the 16th day of
July 2007.

    


    BETWEEN

    


    AIRBUS S.A.S., a société par actions
simplifiée, legal successor of Airbus S.N.C., formerly known as Airbus
G.I.E created and existing under French law and registered with the Toulouse
Registre du Commerce
under number RCS Toulouse 383 474 814 and having its registered office at 1
Rond-Point Maurice Bellonte, 31707 BLAGNAC Cedex, France (hereinafter referred
to as "the Seller") of the one part,

    


    CHINA SOUTHERN AIRLINES COMPANY
LIMITED, having its principal office at Bai Yun Airport, Guangzhou
510405, People's Republic of China (hereinafter referred to as the "Airline") of
the other part,

    


    AND

    


    CHINA SOUTHERN AIRLINES (GROUP)
IMPORT AND EXPORT TRADING CORPORATION, having its principal office at Bai
Yun Airport, Guangzhou 510405, People's Republic of China (hereinafter referred
to as the "Trading Corporation".

     

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

       

    

    
      	
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    WHEREAS

    


    
      	
               
      

            	
              -

            	
              The
      parties hereto have signed on the 9th day of April 2004 an A319/A320
      purchase agreement (Buyer's Reference No. 04HMB0101FR) for the sale of a
      certain number of A319 Aircraft and A320 Aircraft, collectively referred
      to as the "Aircraft", which, together with its Exhibits and Letter
      Agreements is hereinafter called the “Purchase
  Agreement”

            


    

    


    
      	
               
      

            	
              -

            	
              The
      parties hereto have signed an amendment No.1 to the Purchase Agreement
      dated as of the 11th November 2004, an amendment No.2 to the Purchase
      Agreement dated as of the 3rd
      December 2004 and an amendment No.3 to the Purchase Agreement dated as of
      the 30th June 2005.

            


    

    


    
      	
               
      

            	
              -

            	
              The
      parties hereto have signed on 6th
      day of July 2006 an amendment No.4 to the Purchase Agreement (the
      “Amendment No.4”) to cover the sale and purchase of a certain number of
      A320 family aircraft, collectively referred to as the “Fifty
      Aircraft”.

            


    

    


    
      	
               
      

            	
              -

            	
              The
      Purchase Agreement, together with the amendments listed here above and the
      Amendment No.4 is hereinafter collectively referred to as the
      “Agreement”.

            


    

    


    
      	
               
      

            	
              -

            	
              On
      the 26th
      day of October 2006, the Seller and China Aviation Supplies Import and
      Export Corporation (“CASC”) have entered into a General Term Agreement for
      the sale and purchase of one hundred fifty (150) A320 family aircraft (the
      “2006 GTA”). As part of the 2006 GTA, twenty (20) A320 family aircraft
      (the “Additional Aircraft”) have been allocated to the
    Buyer.

            


    

    


    The Buyer
wishes and the Seller agrees to enter into an amendment No.5 (the “Amendment
No.5”) to cover the basic terms and conditions for the purchase by the Buyer of
such Additional Aircraft. The Additional Aircraft are composed of five (5)
A319-100 model aircraft (the “Additional A319 Aircraft”) and ten (10) A320-200
model aircraft (the “Additional A320 Aircraft”) and five (5) A321-200 model
aircraft (the ”Additional A321 Aircraft”).

    


    
      	
               
      

            	
              Capitalized
      terms used herein and not otherwise defined in this Amendment No.5 shall
      have the meanings assigned thereto in the
  Agreement.

            


    

    


    
      NOW
THEREFORE IT IS AGREED AS FOLLOWS:

    

    
       

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

       

    

    
      	
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    1.           GENERAL

    


    
      	
               
      

            	
              With
      respect to the Additional Aircraft, the parties hereto agree that the
      Airline shall hereinafter be solely referred to as the "Buyer" and the
      Trading Company shall be a consenting party to the agreement (the,
      ”Consenting Party”).

            


    

    


    
      	
               
      

            	
              The
      Buyer and the Seller agree that the terms and conditions of the sale and
      purchase of the Additional Aircraft shall be the same as those applying to
      the Fifty Aircraft described in Amendment No.4, except as expressly set
      forth to the contrary in this Amendment
No.5.

            


    

    


    ***

    


    Except as
provided herein in the Amendment, upon signature of this Amendment the
Additional Aircraft shall be deemed Aircraft.

    


    
      	
               
      

            	
              The
      following paragraphs will define the specific amendments to the Agreement
      which will apply only to the Additional
  Aircraft.

            


    

    


    2.           ADDITIONAL
AIRCRAFT SPECIFICATION

     

    2.1           Specification

    


    The
parties agree that, with respect to the Additional Aircraft, sub-Clause 2.1.1 of
the Amendment No.4 shall be deleted in its entirety and replaced by the
following:

    


    QUOTE

    


    2.1.1
Specification

    


    The
Airframe shall be manufactured in accordance with the Standard Specification, as
modified or varied prior to the date of this Agreement by the Specification
Change Notices.

    


    
      ***

    

    UNQUOTE

    
       

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

       

    

    
      	
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    2.2         Propulsion
Systems

    


    The
parties agree that, with respect to the Additional Aircraft, sub-Clause 2.2 of
the of the Amendment No.4, shall be deleted in its entirety and replaced by the
following:

    


    QUOTE

    


    For each
Additional Aircraft, the Buyer shall select between CFM INTERNATIONAL Engines
(CFM) and INTERNATIONAL AERO ENGINES (IAE) one of the following
types:

    


    2.1         Additional
A319 Aircraft

    


    The
airframe shall be equipped with a set of:

    


    -CFM56-5B5/P
engines            or

    -IAE
V2522-A5 engines (“IAE” Engines) including engine accessories, nacelles and
thrust reverers

    


    (each
upon selection referred to as the “Propulsion Systems”).

    


    2.2         Additional
A320 Aircraft

    


    The
airframe shall be equipped with a set of:

    


    -CFM56-5B4/P
engines            or

    -IAE
V2527-A5 engines (“IAE” Engines) including engine accessories, nacelles and
thrust reverers

    


    (each
upon selection referred to as the “Propulsion Systems”).

    


    2.3         Additional
A321 Aircraft

    


    The
airframe shall be equipped with a set of:

    


    -CFM56-5B3/P
engines            or

    -IAE
V2533-A5 engines (“IAE” Engines) including engine accessories, nacelles and
thrust reverers

    


    (each
upon selection referred to as the “Propulsion Systems”).

    


    2.4 The parties agree that not
withstanding clause 2.2 of the Amendment No.4, with respect to the Additional
Aircraft, the Buyer shall select its Propulsion Systems type no later than
***.

    


    If the
Buyer does not select its Propulsion Systems type as agreed herein, in addition
to its other rights, the Seller will have the right to defer the Scheduled
Delivery Months of the Additional Aircraft.

    


    UNQUOTE

    
       

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

       

    

    
      	
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      – CSN – Amdt.5 – 06/07

            	 
      
	
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                3.

              	
                PRICES

              


      

    

     

    
      
        	
                3.1

              	
                Additional
      A319 Aircraft Price

              


      

    

    


    The
parties agree that, with respect to the Additional A319 Aircraft, sub-Clause 3.1
of the of the Amendment No.4, shall be deleted in its entirety and replaced by
the following:

    


    QUOTE

    


    
      
        	
              	
                3.1

              	
                A319
      Aircraft Basic Price

              


      

    

    


    
      
        	
              	
                3.1.1

              	
                The
      Airframe Basic Price is the sum
of:

              


      

    

    


    
      	
               
      

            	
              (i)

            	
              the
      Basic Price of the Airframe corresponding to the Standard Specification
      including Nacelles and Thrust Reversers, and excluding Buyer Furnished
      Equipment, which is:

            


    

    


    
      	
            	
               

            	
              US$
      ***

            


    

    


    ***

    


    
      	
               
      

            	
              (ii)

            	
              the
      budget sum of the  basic prices of all SCNs which is
      :

            


    

    


    
      
        	
              	
                 

              	
                US$
      ***

              


      

    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
               
      

            	
              3.1.2.1

            	
              ***

            


    

    


    
      	
               
      

            	
              3.1.3

            	
              A319
      Aircraft Propulsion Systems Basic
Price

            


    

    


    
      	
               
      

            	
              3.1.3.1

            	
              CFM
      INTERNATIONAL Propulsion Systems

            


    

    


    
      	
               
      

            	
              The
      Basic Price of a set of two (2) CFM INTERNATIONAL CFM56-5B5/P Engines
      is:

            


    

    


    
      
        	
                 

              	
                US$
      ***

              


      

    

    


    ***

    


    ***

    


    ***

     

    
      	
            	
              3.1.3.2

            	
              INTERNATIONAL
      AERO ENGINES Propulsion Systems

            


    

    


    The Basic
Price of a set of two (2) IAE V2522-A5 Propulsion Systems (excluding
specifically engine accessories, nacelles and thrust reversers) is:

    
       

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

    

     

    
      	
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              USD
      ***

            


    

    


    ***

    


    ***

    


    UNQUOTE

     

    
      	
              3.2

            	
              Additional
      A320 Aircraft Price

            


    

    


    The
parties agree that, with respect to the Additional A320 Aircraft, sub-Clause 3.2
of the of the Amendment No.4, shall be deleted in its entirety and replaced by
the following:

    


    QUOTE

    


    
      	
            	
              3.2

            	
              Additional
      A320 Basic Price

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
               
      

            	
              3.2.3

            	
              Additional
      A320 Propulsion Systems Basic Price

            


    

    


    
      	
               
      

            	
              3.2.3.1

            	
              CFM
      INTERNATIONAL Propulsion Systems

            


    

    


    
      	
               
      

            	
              The
      Basic Price of a set of two (2) CFM INTERNATIONAL CFM56-5B4/P Engines
      is:

            


    

    


    ***

    


    
      	
               
      

            	
              3.2.3.2

            	
              INTERNATIONAL
      AERO ENGINES Propulsion Systems

            


    

    


    The Basic
Price of a set of two (2) IAE V2527-A5 Propulsion Systems (excluding
specifically engine accessories, nacelles and thrust reversers) is:

    


    ***

    


    UNQUOTE

     

    
      	
              3.3

            	
              Additional
      A321 Aircraft Price

            


    

    


    The
parties agree that, with respect to the Additional A321 Aircraft, sub-Clause 3.3
of the of the Amendment No.4, shall be deleted in its entirety and replaced by
the following:

    


    QUOTE

    
       

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

    

     

    
      	
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      – CSN – Amdt.5 – 06/07

            	 
      
	
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              3.3

            	
              A321
      Aircraft Basic Price

            


    

    


    
      	
               
      

            	
              3.3.1

            	
              ***

            


    

    


    
      	
               
      

            	
              3.3.3

            	
              A321
      Aircraft Propulsion Systems Basic
Price

            


    

    


    
      	
               
      

            	
              3.3.3.1

            	
              CFM
      INTERNATIONAL Propulsion Systems

            


    

    


    
      	
               
      

            	
              The
      Basic Price of a set of two (2) CFM INTERNATIONAL CFM56-5B3/P Engines
      is:

            


    

    


    ***

    


    
      	
            	
              3.3.3.2

            	
              INTERNATIONAL
      AERO ENGINES Propulsion Systems

            


    

    


    The Basic
Price of a set of two (2) IAE V2533-A5 Propulsion Systems (excluding
specifically engine accessories, nacelles and thrust reversers) is:

    


    ***

    


    UNQUOTE

     

    
      	
               3.4

            	
              Final
      Price

            


    

    


    
      	
               
      

            	
              The
      parties agree that, with respect to the Additional Aircraft, Sub-Clause
      3.3 of the Agreement shall apply with the Airframe Price Revision Formula
      and the Prposulsion Systems Price Formula as set forth in Appendix 1, 2
      and 3 to this Amendment.

            


    

    


    
      	
              4.

            	
              PREDELIVERY
      PAYMENTS

            


    

    


    
      	
               
      

            	
              The
      parties agree that, with respect to the Additional Aircraft, sub-Clause
      5.3.1 and 5.3.2 of the Agreement shall not be applicable and shall be
      replaced by the following:

            


    

    


    QUOTE

     

    ***

     

    Predelivery
Payments, theoretically falling due before signature of the
Amendment  No. 5 shall be on signature of this Amendment
No.5.   This notwithstanding, the parties agree that clause 1.1
of Letter Agreement No. 6 to the Agreement shall apply to the Additional
Aricraft.

    


    UNQUOTE

    


    
      	
              5.

            	
              ***

            


    

    


    QUOTE

    


    ***

    UNQUOTE

     

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

       

    

    
      	
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              6.

            	
              DELIVERY
      DATES

            


    

    


    The
parties agree that, with respect to the Additional Aircraft, sub-Clause 9.1 of
the Agreement shall not be applicable and shall be replaced by the
following:

    


    Subject
to Clauses 2, 7, 8, 10 and 18 of the Agreement, the Seller shall have the
Additional Aircraft Ready for Delivery at the Delivery Location within the
following months:

    


    
      
        	
                A319
      Aircraft

              	
                1

              	
                March
      2009

              
	
                A319
      Aircraft

              	
                2

              	
                ***

              
	
                A319
      Aircraft

              	
                3

              	
                ***

              
	
                A319
      Aircraft

              	
                4

              	
                ***

              
	
                A319
      Aircraft

              	
                5

              	
                ***

              
	 
      	 
      	 
      
	
                A320
      Aircraft

              	
                1

              	
                ***

              
	
                A320
      Aircraft

              	
                2

              	
                ***

              
	
                A320
      Aircraft

              	
                3

              	
                ***

              
	
                A320
      Aircraft

              	
                4

              	
                ***

              
	
                A320
      Aircraft

              	
                5

              	
                ***

              
	
                A320
      Aircraft

              	
                6

              	
                ***

              
	
                A320
      Aircraft

              	
                7

              	
                ***

              
	
                A320
      Aircraft

              	
                8

              	
                ***

              
	
                A320
      Aircraft

              	
                9

              	
                ***

              
	
                A320
      Aircraft

              	
                10

              	
                ***

              


      

    

     

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

       

    

    
      	
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      – CSN – Amdt.5 – 06/07

            	 
      
	
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                A321Aircraft

              	
                1

              	
                ***

              
	
                A321
      Aircraft

              	
                2

              	
                ***

              
	
                A321
      Aircraft

              	
                3

              	
                ***

              
	
                A321
      Aircraft

              	
                4

              	
                ***

              
	
                A321
      Aircraft

              	
                5

              	
                August
      2010

              
	 
      	 
      	 
      
	
                TOTAL

              	
                20

              	 
      


      

    

    


    Each of
such months shall be, with respect to the corresponding Additional Aircraft, the
"Scheduled Delivery
Month".

    


    
      	
              7

            	
              CUSTOMER
      SUPPORT

            


    

    


    ***

     

    
      	
              7.1

            	
              Seller
      Representatives

            


    

    


    ***

     

    
      	
              7.2

            	
              Training
      and Training Aids

            


    

    


    7.2.1 ***

    


    7.2.2
***

    


    ***

    


    7.2.3 The Seller shall provide
to the Buyer ***:

    


    
      	
               
      

            	
              -

            	
              ***
      Airbus CBT (flight and/or maintenance) related to the Aircraft type(s) of
      the Additional Aircraft (including *** of CBT Courseware and *** of CBT
      Software for flight and *** of CBT Courseware and *** of CBT Software for
      maintenance, as applicable). The detailed description of the Airbus CBT
      shall be provided to the Buyer at the Training
  Conference;

            


    

    


    
      	
               
      

            	
              -

            	
              ***
      Virtual Aircraft (Walk around and Component Location) related to the
      Aircraft type (s) of the Additional
Aircraft.

            


    

    


    
      	
            	
              -

            	
              ***
      of training documentation on
CD-ROM.

            


    

    


    
      	
            	
              - 

            	
              ***
      CD-ROM of cockpit panels for
training.

            


    

     

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

       

    

    
      	
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      7.2.4
CBT and Virtual Aircraft  Revision service

      


      The
Airbus CBT and Virtual Aircraft in use at the Seller’s Training Centers are
revised on a regular basis and such revision shall be provided to the Buyer
during the period when training courses provided under this Clause 7.2.3 are
performed for the Buyer or *** under this Agreement, whichever first
occurs.

       

      
        	
                7.3 

              	
                Revision
      Service

              


      

      


      The
parties agree that, with respect to the Additional Aircraft, sub-Clause 14.5 of
the Agreement shall be deleted in its entirety and shall be replaced by the
following:

      


      QUOTE

      


      Unless
otherwise specifically stated, revision service for the Technical Data shall be
provided *** under this Amendment.

      


      UNQUOTE

       

      
        	
                7.4 

              	
                Material
      Supply and Services

              


      

      


      
        	
                 
      

              	
                7.4.1

              	
                ***

              


      

      


      ***

      


      
        	
                 
      

              	
                7.4.2

              	
                ***

              


      

      


      ***

      


      7.4.3                  ***

      


      ***

      


      
        	
                8. 

              	
                ***

              


      

      


      Clause 9
of Amendment No.4 shall not apply to the Additional Aircraft, and shall be
replaced by the following:

      


      QUOTE

      


      ***

      


      UNQUOTE

      


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

      


      
        	
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      – CSN – Amdt.5 – 06/07

              	 
      
	
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      11/13

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      With
respects to Letter Agreement N°1 of Amendment N°4, paragraph 3 is deleted in its
entirety and replaced by the following:

      


      QUOTE

      


      ***

      


      UNQUOTE

      


      
        	
                9. 

              	
                Miscellanious

              


      

      


      Upon the
Buyer’s request, the Seller, its affiliates or its partners will actively
support the Buyer in its discussions when the Buyer is seeking financing for
predelivery payments and/or the final aircraft price, including presenting the
Buyer to financial institutions. In this respect the Seller and the Buyer will
need to co-operate closely to provide all necessary information as may be
requested by the potential financiers, including the terms of disclosure of the
contract and detailed financial information.  The availability of such
financing will be subject to market conditions.  Should the Buyer wish
to pursue this opportunity, the Buyer will advise the Seller
accordingly.

      


      
        	
                10. 

              	
                AMENDMENT
      ENTRY-INTO-EFFECT

              


      

      


      Until
receipt of the Predelivery Payments the delivery positions for the Additional
Aircraft shall remain subject to prior sale or other disposition by the Seller.
This Amendment will enter into full force and effect provided that the parties
sign as of a date on or prior to July 16th, 2007
and the Seller has received the initial Predelivery Payments due on the
Additional Aircraft in accordance with the terms of this Amendment.

      


      
        	
                11. 

              	
                PROVISIONS
      OF THE AMENDMENT

              


      

      


      The
provisions of the Agreement shall apply to the sale and delivery of the
Additional Aircraft herein defined except insofar as they may be expressly
modified by the provisions of this Amendment No.5.

      


      The
Agreement shall be deemed amended and supplemented to the extent herein provided
and as so amended and supplemented shall remain in full force and
effect.

      


      If there
is any inconsistency between the Agreement and this Amendment No. 5, the latter
shall prevail to the extent of such inconsistency.

      


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

      


      
        	
                A319/A320
      – CSN – Amdt.5 – 06/07

              	 
      
	
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                Page
      12/13

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      IN
WITNESS WHEREOF, this Amendment No.5 was entered into the day and year above
written.

      


      
        
          
            
              	
                      Agreed
      and Accepted

                    	
                      Agreed
      and Accepted

                    
	
                      For
      and on behalf of:

                    	
                      For
      and on behalf of:

                    
	 
      	 
      
	
                      CHINA
      SOUTHERN AIRLINES

                    	
                      AIRBUS
      S.A.S.

                    
	
                      COMPANY
      LIMITED

                    	 
      
	 
      	 
      
	
                      By
      :

                    	
                            /s/ Xu
      Jiebo

                    	 
      	
                      By:

                    	
                      /s/ Christophe Mourey

                    
	 
      	 
      	 
      
	
                      Name:

                    	
                      Xu
      Jiebo

                    	
                      Name:
      Christophe Mourey

                    
	 
      	 
      	 
      
	
                      Title:

                    	 
      	 
      	
                      Title:
      Senior Vice President Contracts

                    
	 
      	 
      
	
                      Agreed
      and Accepted

                    	 
      
	
                      For
      and on behalf of

                    	 
      
	 
      	 
      
	
                      CHINA
      SOUTHERN AIRLINES (GROUP) IMPORT

                    	 
      
	
                      AND
      EXPORT TRADING CORPORATION

                    	 
      
	 
      	 
      
	
                      By:

                    	
                      /s/ Zeng Zixiang

                    	 
      	 
      
	
                      Name:

                    	
                      Zeng
      Zixiang

                    	 
      
	 
      	 
      	 
      
	
                      Title:

                    	 
      	 
      	 
      


            

          

        

      

      


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

      


      
        	
                A319/A320
      – CSN – Amdt.5 – 06/07

              	 
      
	
                AI/CC-C
      No.337.0052/07

              	
                Page
      13/13

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      APPENDIX
1

      


      AIRFRAME
PRICE REVISION FORMULA

      


      
        	
                1.1

              	
                Basic
      Prices

              


      

      


      The Basic
Prices defined in Clause 3 of the Agreement as further amended by Clause 3 of
Amendment No.4 are subject to adjustment for changes in economic conditions as
measured by data obtained from the US Department of Labor, Bureau of Labor
Statistics and in accordance with the provisions hereof.

      


      
        	
                1.2

              	
                Base
      Period

              


      

      


      The Basic
Prices have been established in accordance with the *** as defined by
***  values indicated hereafter.

      


      ***  values
indicated hereof shall not be subject to any revision.

      


      
        	
                1.3

              	
                Indexes

              


      

      


      Labor
Index: ***

      


      Material
Index:  ***

      


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

      


      
        	
                A319/A320
      – CSN – Amdt.5 – 05/07

              	 
      	 
      
	
                AI/CC-C
      No.337.0052/07

              	
                Appendix
      1

              	
                Page
      1/3

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                1.4 

              	
                Revision
      Formula

              


      

      


      
        	
                 
      

              	
                ***

              


      

      


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

      


      
        	
                A319/A320
      – CSN – Amdt.5 – 05/07

              	 
      	 
      
	
                AI/CC-C
      No.337.0052/07

              	
                Appendix
      1

              	
                Page
      2/3

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      
        	
                1.5

              	
                General
      Provisions

              


      

      


      ***

      


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

      


      
        	
                A319/A320
      – CSN – Amdt.5 – 05/07

              	 
      	 
      
	
                AI/CC-C
      No.337.0052/07

              	
                Appendix
      1

              	
                Page
      3/3

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                APPENDIX
      2

              


      

      


      
        	
                 
      

              	
                CFM
      INTERNATIONAL PRICE REVISION
FORMULA

              


      

      


      
        	
                1

              	
                Reference
      Price of the Engines

              


      

      


      The
Reference Price of a set of two (2) CFM INTERNATIONAL Engines and additional
standard equipment is:

      


      For the
Additional A319 Aircraft CFM56-5B5/P engines: US$ ***

      For the
Additional A320 Aircraft CFM56-5B4/P engines: US$ ***

      For the
Additional A321 Aircraft CFM56-5B3/P engines: US$ ***

      


      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 sub-Paragraphs 4 and 5
hereof.

      


      
        	
                2

              	
                Reference
      Period

              


      

      


      The above
*** has been established in accordance with the economic conditions *** as
defined by CFM INTERNATIONAL ***

      


      
        	
                3

              	
                Indexes

              


      

      


      Labor Index :
***

      


      Material Index :
***

      


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

      


      
        	
                A319/A320
      – CSN – Amdt.5 – 05/07

              	 
      	 
      
	
                AI/CC-C
      No.337.0052/07

              	
                Appendix
      2

              	
                Page
      1/3

              


      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      	
               4

            	
              Revision
      Formula

            


    

    


    
      ***

    

    

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

      


      
        	
                A319/A320
      – CSN – Amdt.5 – 05/07

              	 
      	 
      
	
                AI/CC-C
      No.337.0052/07

              	
                Appendix
      2

              	
                Page
      2/3

              


      



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                5

              	
                General
      Provisions

              


      

      


      ***

      

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

        


        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
      
	
                  AI/CC-C
      No.337.0052/07

                	
                  Appendix
      2

                	
                  Page
      3/3

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX
3

    


    INTERNATIONAL
AERO ENGINES PRICE REVISION FORMULA

    


    
      	
              1

            	
              Engines
      ***

            


    

    


    The ***
for a set of two (2) INTERNATIONAL AERO ENGINES Engines is:

    


    For the
Additional A319 Aircraft IAE V2522-A5 engines: US$ ***

    For the
Additional A320 Aircraft IAE V2527-A5 engines: US$ ***

    For the
Additional A321 Aircraft IAE V2533-A5 engines: US$ ***

    


    This ***
is subject to adjustment for changes in economic conditions as measured by data
obtained from the ***, and in accordance with the provisions
hereof.

    


    
      	
              2

            	
              Reference
      Period

            


    

    


    The above
*** has been established in accordance with the *** as defined, according to
INTERNATIONAL AERO ENGINES by the *** values indicated in Clause 4
hereof.

    


    
      	
              3

            	
              Indexes

            


    

    


    Labor Index:
***

    


    Materiel Index:
***

     

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

      


      
        	
                A319/A320
      – CSN – Amdt.5 – 05/07

              	 
      	 
      
	
                AI/CC-C
      No.337.0052/07

              	
                Appendix
      3

              	
                Page
      1/3

              


      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    
       

      
        	
                4

              	
                Revision
      Formula

              


      

    

     

    
      ***

    

    


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

     

    
      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
      
	
                  AI/CC-C
      No.337.0052/07

                	
                  Appendix
      3

                	
                  Page 2/3

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              5

            	
              General
      Provisions

            


    

    


    
      ***

    

    


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

     

    
      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  	 
      	 
      
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Appendix
      3

                  	
                    Page 3/3

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LETTER
AGREEMENT NO. 1

    


    
      CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    

    
      &
CHINA SOUTHERN AIRLINES (GROUP) IMPORT

    

    
      AND
EXPORT TRADING CORPORATION

    

    
      Bai Yun
Airport

    

    
      Guangzhou
510405

    

    
      People's
Republic of China

    

     

    
      Subject  : China
Final Assembly Line

    

     

    CHINA
SOUTHERN AIRLINES COMPANY LIMITED (the "Buyer") and CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT TRADING CORPORATION  (as the, “Consenting
Party”) and Airbus S.A.S. (the "Seller") have entered into an Amendment No.5 to
the Agreement ("the Amendment") dated as of even date herewith, which covers the
manufacture and the sale by the Seller and the purchase by the Buyer of the
Additional Aircraft.

    


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

    


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

    


    For the
purpose of this Letter Agreement, the Additional Aircraft and the Aircraft shall
be hereafter referred to as the “Aircraft”.

     

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

     

    
      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  	 
      	 
      
	
                    AI/CC-C
      No.337.0052/07

                  	
                    LA1

                  	
                    Page 1/6

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LETTER
AGREEMENT NO. 1

    


    ***.

    


    ***

    


    ***

     

    
      	
              1.

            	
              Definitions

            


    

    


    Clause
00B of the Agreement is hereby amended as follows:

    


    The
following definitions are hereby deleted and replaced by the
following:

    


    
      
        
          
            	
                    (a)

                  	 
      	
                    QUOTE

                  
	
                    Export
      Airworthiness Certificate

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

                  
	 
      	 
      	 
      
	
                    Business
      Day

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

                  
	 
      	 
      	 
      
	
                    Delivery
      Location

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

                  


          

        

      

    

    


    UNQUOTE

    


    The
following definitions are hereby added in Clause 00B:

    


    
      
        
          	
                  European
      Delivery Location

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

                
	 
      	 
      	 
      
	
                  Chinese
      Delivery Location

                	 
      	
                  means
      the Seller's (planned) facility in Tianjin, People's Republic of
      China.

                


        

      

    

    


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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              LA1

            	
              Page 2/6

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LETTER
AGREEMENT NO. 1

    


    
      
        	
                2.

              	
                Taxes

              


      

    

    


    Clause
5.8. is hereby deleted and replaced as follows:

    


    QUOTE

    5.8           Taxes

    


    ***

    


    QUOTE

     

    
      	
              3.

            	
              Certification

            


    

    


    Clause
7.1 is hereby deleted and replaced as follows:

    


    QUOTE

    


    ***

    


    UNQUOTE

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              LA1

            	
              Page 3/6

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LETTER
AGREEMENT NO. 1

    


    
      	
              4. 

            	
              Buyer
      Furnished Equipment

            


    

    


    Clause
18.1.1 is hereby deleted and replaced as follows:

    


    QUOTE

    


    ***

    UNQUOTE

    


    Clause
18.1.3 is hereby deleted and replaced as follows:

    


    QUOTE

    


    
      	
            	
              18.1.3

            	
              The
      BFE shall be imported into FRANCE or into the FEDERAL REPUBLIC OF GERMANY
      or into the PEOPLE’S REPUBLIC OF CHINA by the Buyer under a suspensive
      customs system ("Régime de l'entrepôt douanier ou régime de
      perfectionnement actif or "Zollverschluss" or “Inward processing”) without
      application of any French or German tax or Chinese customs duty, and shall
      be Delivered Duty Unpaid (DDU) according to the Incoterms
      definition.

            


    

    


    Shipping Addresses:

    


    AIRBUS FRANCE S.A.S.

    316 Route de Bayonne

    31300 TOULOUSE

    FRANCE

    


    or

    


    AIRBUS DEUTSCHLAND GmbH

    Division Hamburger
Flugzeugbau

    Kreetslag 10

    21129 HAMBURG

    FEDERAL REPUBLIC OF
GERMANY

    


    The exact
shipping address corresponding to the Manufacture Facility in Tianjin, PEOPLE'S
REPUBLIC OF CHINA, shall be communicated to the Buyer in due time.

    


    UNQUOTE

     

    
      	
              5.

            	
              Assignments
      and transfers

            


    

    


    
      The
following Clause is hereby added to Clause 21:

    

    


    
      21.2.2
Designations
by Seller

    

    


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

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              LA1

            	
              Page 4/6

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LETTER
AGREEMENT NO. 1

    


    
      
        	
                6.

              	
                Certificate
      of Acceptance

              


      

    

    


    Exhibit D
of the Agreement is hereby deleted and replaced by the following:

    


    CERTIFICATE
OF ACCEPTANCE

    


    In
accordance with the terms of clause
[              ]
of the purchase agreement dated [     ] and made
between [AIRLINE] and Airbus S.A.S (the “Purchase Agreement”) the technical
acceptance tests relating to the Airbus A3 [ ]-[   ] aircraft,
manufacturer’s serial number [    ], registration mark
[   ] (the “Aircraft”) have taken place in
Blagnac/Hamburg/Tianjin.

    


    In view
of said tests having been carried out with satisfactory results, Airline [, as
agent of [SPC] pursuant to the purchase agreement assignment dated
[   ],] hereby approves the Aircraft as being in conformity with
the provisions of the Purchase Agreement.

    


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

    


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

    


    [Blagnac/
Hamburg/Tianjin], the [   ] 200[ ]

    


    [AIRLINE]
[as agent of [SPC]]

    Name:

    Title:

    Signature:

    


    
      	
              7.

            	
              Assignment

            


    

    


    Notwithstanding
any other provision of this Letter Agreement or of the Agreement, this Letter
Agreement and the rights and obligations of the Buyer herein shall not be
assigned or transferred in any manner, and any attempted assignment or transfer
in contravention of the provisions of this Clause shall be void and of no force
or effect.

    


    
      
        	
                8.

              	
                Confidentiality

              


      

    

    


    This
Letter Agreement (and its existence) shall be treated by both parties as
confidential and shall not be released (or revealed) in whole or in part to any
third party without the prior consent of the other party. In particular, each
party agrees not to make any press release concerning the whole or any part of
the contents and/or subject matter hereof or of any future addendum hereto
without the prior consent of the other party.

    


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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              LA1

            	
              Page 5/6

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LETTER
AGREEMENT NO. 1

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

    


    
      
        
          
            
              
                
                  
                    	
                            Agreed
      and Accepted

                          	
                            Agreed
      and Accepted

                          
	 
      	 
      	 
      
	
                            For
      and on behalf of

                          	
                            For
      and on behalf of

                          
	 
      	 
      	 
      
	
                            CHINA
      SOUTHERN AIRLINES

                          	
                            AIRBUS
      S.A.S.

                          
	
                            COMPANY
      LIMITED

                          	 
      	 
      
	 
      	 
      	 
      
	
                            By
      :

                          	
                            /s/ Xu Jiebo

                          	 
      	
                            By:

                          	
                            /s/ Christophe Mourey

                          
	 
      	 
      
	
                            Name:
      Xu Jiebo

                          	
                            Name: 
      Christophe Mourey

                          
	 
      	 
      
	
                            Title:

                          	 	
                             
      

                          	
                            Title:    Senior
      Vice President
Contracts

                          


                  

                

              

            

          

        

      

    

    


    
      For and
on behalf of

    

    


    CHINA
SOUTHERN AIRLINES (GROUP) IMPORT

    AND EXPORT TRADING
CORPORATION

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                By:

                              	
                                /s/ Zeng Zixiang

                              
	
                                Name: Zeng
      Zixiang

                              
	 	 
	
                                Title:

                              	 


                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              LA1

            	
              Page 6/6

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LETTER
AGREEMENT NO. 2

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    &
CHINA SOUTHERN AIRLINES (GROUP) IMPORT

    AND
EXPORT TRADING CORPORATION

    Bai Yun
Airport

    Guangzhou
510405

    People's
Republic of China

    


    Subject
: ***

    


    ***

    


    
      [***Following
page omitted***]

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  Letter
      Agreement No. 2

                

              

            	
              Page 1/2

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    LETTER
AGREEMENT NO. 2

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

    


    
      
        
          
            
              
                	
                        Agreed
      and Accepted

                      	 
      	
                        Agreed
      and Accepted

                      
	 
      	 
      	 
      	 
      
	
                        For
      and on behalf of

                      	 
      	
                        For
      and on behalf of

                      
	 
      	 
      	 
      	 
      
	
                        CHINA
      SOUTHERN AIRLINES

                      	 
      	
                        AIRBUS
      S.A.S.

                      
	
                        COMPANY
      LIMITED

                      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                        By
      :

                      	
                        /s/ Xu Jiebo

                      	 
      	
                        By:

                      	
                        /s/ Christophe Mourey

                      
	 
      	 
      	 
      	 
      
	
                        Name: Xu
      Jiebo

                      	 
      	Name: 
      Christophe
      Mourey
	 
      	 
      	 
      
	
                        Title:

                      	
                          
      

                      	 
      	
                        Title:   
      Senior Vice President
Contracts

                      


              

            

          

        

      

    

    


    Agreed
and Accepted

    For and
on behalf of

    


    CHINA
SOUTHERN AIRLINES (GROUP) IMPORT

    AND
EXPORT TRADING CORPORATION

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                By:

                              	
                                /s/ Zeng Zixiang

                              
	
                                Name: Zeng
      Zixiang

                              
	 	 
	
                                Title:

                              	 


                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  Letter
      Agreement No. 2

                

              

            	
              Page 2/2

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SIDE
LETTER No.1

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    &
CHINA SOUTHERN AIRLINES (GROUP) IMPORT

    AND
EXPORT TRADING CORPORATION

    Bai Yun
Airport

    Guangzhou
510405

    People's
Republic of China

     

    Subject: ***

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED (the "Buyer") and CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT TRADING CORPORATION  (as the, “Consenting
Party”) and Airbus S.A.S. (the "Seller") have entered into an Amendment No.5 to
the Agreement ("the Amendment") dated as of even date herewith, which covers the
manufacture and the sale by the Seller and the purchase by the Buyer of the
Additional Aircraft.

    


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

    


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

    


    Now, with
respect to the Additional Aircraft and notwithstanding Clause 11 of the
Amendment, the Buyer and the Seller agree the following:

    


    ***

     

    
      [***Following
page omitted***]

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Side
      Letter No. 1

                  

                

              

            	
              Page 1/2

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SIDE
LETTER No.1

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Side
Letter to the Seller.

    


    
      
        
          
            
              	
                      Agreed
      and Accepted

                    	 
      	
                                 Agreed
      and Accepted

                    
	 
      	 
      	 
      	 
      
	
                      For
      and on behalf of

                    	 
      	
                                 For
      and on behalf of

                    
	 
      	 
      	 
      	 
      
	
                      CHINA
      SOUTHERN AIRLINES

                    	 
      	
                                 AIRBUS
      S.A.S.

                    
	
                      COMPANY
      LIMITED

                    	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                      By
      :

                    	
                      /s/ Xu Jiebo

                    	 
      	
                      By:

                    	
                      /s/ Christophe Mourey

                    
	 
      	 
      	 
      
	
                      Name: Xu
      Jiebo

                    	 
      	
                      Name:  
      Christophe Mourey

                    
	 
      	 
      	 
      
	
                      Title: 

                    	
                       
      

                    	 
      	
                      Title:    
      Senior Vice President
Contracts

                    


            

          

        

      

    

    


    Agreed
and Accepted

    


    For and
on behalf of

    


    CHINA
SOUTHERN AIRLINES (GROUP) IMPORT

    AND
EXPORT TRADING CORPORATION

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                By:

                              	
                                /s/ Zeng Zixiang

                              
	
                                Name: Zeng
      Zixiang

                              
	 	 
	
                                Title:

                              	 


                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Side
      Letter No. 1

                  

                

              

            	
              Page 2/2

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SIDE
LETTER No. 2

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    &
CHINA SOUTHERN AIRLINES (GROUP) IMPORT

    AND
EXPORT TRADING CORPORATION

    Bai Yun
Airport

    Guangzhou
510405

    People's
Republic of China

     

    Subject: ***

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED (the "Buyer") and CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT TRADING CORPORATION  (as the, “Consenting
Party”) and Airbus S.A.S. (the "Seller") have entered into an Amendment No.5 to
the Agreement ("the Amendment") dated as of even date herewith, which covers the
manufacture and the sale by the Seller and the purchase by the Buyer of the
Additional Aircraft.

    


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

    


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

    


    Now, with
respect to the Additional Aircraft, the Buyer and the Seller agree to the
following:

     

    
      ***

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Side
      Letter No. 2

                  

                

              

            	
              Page 1/2

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SIDE
LETTER No. 2

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Side
Letter to the Seller.

    


    
      
        
          
            	
                    Agreed
      and Accepted

                  	 
      	
                               Agreed
      and Accepted

                  
	 
      	 
      	 
      
	
                    For
      and on behalf of

                  	 
      	
                               For
      and on behalf of

                  
	 
      	 
      	 
      
	
                    CHINA
      SOUTHERN AIRLINES

                  	 
      	
                               AIRBUS
      S.A.S.

                  
	
                    COMPANY
      LIMITED

                  	 
      	 
      
	 
      	 
      	 
      	 
      
	
                    By
      :

                  	
                    /s/ Xu Jiebo

                  	 
      	
                    By:

                  	
                    /s/ Christophe Mourey

                  
	 
      	 
      	 
      
	
                    Name: Xu
      Jiebo

                  	 
      	
                    Name:
       Christophe Mourey

                  
	 
      	 
      	 
      
	
                    Title:

                  	
                     
      

                  	 
      	
                    Title:   
      Senior Vice President
Contracts

                  


          

        

      

    

    


    Agreed
and Accepted

    


    For and
on behalf of

    


    CHINA
SOUTHERN AIRLINES (GROUP) IMPORT

    AND
EXPORT TRADING CORPORATION

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                By:

                              	
                                /s/ Zeng Zixiang

                              
	
                                Name: Zeng
      Zixiang

                              
	 	 
	
                                Title:

                              	 


                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Side
      Letter No. 2

                  

                

              

            	
              Page 2/2

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SIDE
LETTER No. 3

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    &
CHINA SOUTHERN AIRLINES (GROUP) IMPORT

    AND
EXPORT TRADING CORPORATION

    Bai Yun
Airport

    Guangzhou
510405

    People's
Republic of China

    


    Subject: NON-EXCUSABLE
DELAY

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED (the "Buyer") and CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT TRADING CORPORATION  (as the, “Consenting
Party”) and Airbus S.A.S. (the "Seller") have entered into an Amendment No.5 to
the Agreement ("the Amendment") dated as of even date herewith, which covers the
manufacture and the sale by the Seller and the purchase by the Buyer of the
Additional Aircraft.

    


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

    


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

    


    Now, with
respect to the Additional Aircraft, the Buyer and the Seller agree to the
following:

    


    
      ***

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Side
      Letter No. 3

                  

                

              

            	
              Page 1/2

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    SIDE
LETTER No. 3

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Side
Letter to the Seller.

    


    
      
        
          
            	
                    Agreed
      and Accepted

                  	 
      	
                               Agreed
      and Accepted

                  
	 
      	 
      	 
      
	
                    For
      and on behalf of

                  	 
      	
                               For
      and on behalf of

                  
	 
      	 
      	 
      
	
                    CHINA
      SOUTHERN AIRLINES

                  	 
      	
                               AIRBUS
      S.A.S.

                  
	
                    COMPANY
      LIMITED

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By
      :

                  	
                    /s/ Xu Jiebo

                  	 
      	
                    By:

                  	
                    /s/ Christophe Mourey

                  
	 
      	 
      	 
      
	
                    Name: Xu
      Jiebo

                  	 
      	
                    Name:
       Christophe Mourey

                  
	 
      	 
      	 
      
	
                    Title:

                  	
                     
      

                  	 
      	
                    Title:    Senior
      Vice President
Contracts

                  


          

        

      

    

    


    Agreed
and Accepted

    


    For and
on behalf of

    


    CHINA
SOUTHERN AIRLINES (GROUP) IMPORT

    AND
EXPORT TRADING CORPORATION

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                By:

                              	
                                /s/ Zeng Zixiang

                              
	
                                Name: Zeng
      Zixiang

                              
	 	 
	
                                Title:

                              	 


                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Side
      Letter No. 3

                  

                

              

            	
              Page 2/2

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
A

    


    


    
      EXHIBIT
A

    

    


    
      SPECIFICATION

    

    


    
      ***

    

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Exhibit
      A

                  

                

              

            	
              Page 1/1

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
B

    


    EXHIBIT
B

    


    FORM
OF


    SPECIFICATION CHANGE
NOTICE

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Exhibit
      B

                  

                

              

            	
              Page 1/1

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

     

    
      
        
          	
                  AIRBUS
      INDUSTRIE

                   SPECIFICATION CHANGE NOTICE

                  (SCN)

                	
                  SCN
      Number

                  Issue

                  Dated

                  Page

                


        

      

    

    Title:

     

    Description:

    


    Effect
on weight

    Manufacturer's
Weight Empty Change:

    Operational
Weight Empty Change...:

    Allowable
Payload Change............................:

    


    Remarks
/ References

    Responds
to RFC

    


    Specification
changed by this SCN

     

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

    


    Price
per aircraft

     

    US
DOLLARS:

    AT
DELIVERY CONDITIONS:

    


    This
change will be effective on       
  AIRCRAFT
NO.                            and
subsequent

     

    Provided
approval is received by

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Exhibit
      B

                  

                

              

            	
              Page 1/4

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

     

    
      
        
          	
                  AIRBUS
      INDUSTRIE

                   SPECIFICATION CHANGE NOTICE

                  (SCN)

                	
                  SCN
      Number

                  Issue

                  Dated

                  Page

                


        

      

    

    


    
      
        
          
            	
                    Buyer
      approval

                  	
                    Seller
      approval

                  
	 	 
	
                    By...:

                  	
                    By...:

                  
	 	 
	
                    Date...:

                  	
                    Date...:

                  


          

        

      

    

    


    Specification
repercussion:

     

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

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Exhibit
      B

                  

                

              

            	
              Page 2/4

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT B

     

    
      
        
          	
                  AIRBUS
      INDUSTRIE

                   SPECIFICATION CHANGE NOTICE

                  (SCN)

                	
                  SCN
      Number

                  Issue

                  Dated

                  Page

                


        

      

    

     

    Scope of
change (FOR INFORMATION ONLY)

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Exhibit
      B

                  

                

              

            	
              Page 3/4

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT C

     

    
      
        	
                PART
      1

              	
                AIRFRAME PRICE
      REVISION FORMULA

              


      

       

    

    
      	
              1

            	
              Basic
      Prices

            


    

    


    
      The Basic
Prices defined in Clause A-2.1 above are subject to adjustment for changes in
economic conditions as measured by data obtained from the US Department of
Labor, Bureau of Labor Statistics and in accordance with the provisions
hereof.

    

     

    
      	
              2

            	
              Base
      Period

            


    

    


    
      The Basic
Prices have been established in accordance ***

    

    


    
      ***
values indicated hereof shall not be subject to any revision.

    

     

    
      	
              3

            	
              Indexes

            


    

    


    Labor Index:
***

     

    Material Index:
***

     

    
      	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              
                
                  
                    Exhibit
      B

                  

                

              

            	
              Page 4/4

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      EXHIBIT
C

    

    
      	
              PART
      1

            	
              AIRFRAME PRICE
      REVISION FORMULA

            


    

     

    
      	
              4

            	
              Revision
      Formula

            


    

    


    ***

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

              
	 
      	 
      	 
      
	
                A319/A320
      – CSN – Amdt.5 – 05/07

              	 
      	 
      
	
                AI/CC-C
      No.337.0052/07

              	
                Exhibit
      C

              	
                Page 1/2

              


      

    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
               
      

            	
              EXHIBIT
      C

            


    

    
      	
              PART
      1

            	
              AIRFRAME PRICE
      REVISION FORMULA

            


    

    


    
      	
              5

            	
              General
      Provisions

            


    

    


    ***

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit
      C

            	
              Page 2/2

            


    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C-2

    PART
2PROPULSION SYSTEMS
PRICE REVISION FORMULA CFM INTERNATIONAL

    


    
      	
              1

            	
              Reference Price of the
      Engines

            


    

    


    The
Reference Price for the A319 Aircraft of a set of two (2) CFM INTERNATIONAL
CFM56-5B5/P Engines is:

    


    USD
***

    


    ***

    


    The
Reference Price for the A320 Aircraft of a set of two (2) CFM INTERNATIONAL
CFM56-5B4/P Engines is:

    


    USD
***

    


    ***

    


    These
Reference Price are subject to adjustment for changes in economic conditions as
measured by data obtained from the US Department of Labor, Bureau of Labor
Statistics and in accordance with the provisions of Clauses 4 and 5 of this
Exhibit C.

    


    
      	
              2

            	
              Reference
      Period

            


    

    


    The above
Reference Price has been established in accordance with the *** as defined by
CFM INTERNATIONAL by the ***

    


    
      	
              3

            	
              Indexes

            


    

    


    Labor Index:
***

    


    Material Index:
***

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit
      C-2

            	
              Page 1/3

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C-2

    PART
2PROPULSION SYSTEMS
PRICE REVISION FORMULA CFM INTERNATIONAL

    


    
      	
              4

            	
              Revision
      Formula

            


    

    


    ***

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit
      C-2

            	
              Page 2/3

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
C-2

    PART
2PROPULSION SYSTEMS
PRICE REVISION FORMULA CFM INTERNATIONAL

    


    
      	
              5

            	
              General
      Provisions

            


    

    


    ***

    

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit
      C-2

            	
              Page 3/3

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
D

     

    CERTIFICATE
OF ACCEPTANCE

    


    In
accordance with the terms of the A[     ] purchase
agreement dated
[                ]
and made between [Airline] and AIRBUS SNC, as amended (the "Purchase Agreement"), the
acceptance tests relating to the A[     ] aircraft,
Manufacturer's Serial Number: [   ], Registration Number:
[        ] (the "Aircraft"), have taken place
at [Airbus France S.A.S] or [Airbus Deutschland GmbH] Works on the
[        ] day of
[        ].

    


    In view
of said tests having been carried out with satisfactory results, [Airline]
hereby approves the Aircraft as being in conformity with the provisions of the
Purchase Agreement.

    


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

    


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

    


    The
[    ] day of
[        ]

    


    [Airline]

    


    By:

    


    Its:


     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit
      D

            	
              Page 1/1

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
E

    BILL OF
SALE

    


    Know all
men by these presents that Airbus SNC (the "Seller"), a "Société en nom collectif"
existing under French law and whose address is 1 rond-point Maurice Bellonte,
31707 Blagnac Cedex, FRANCE, was, this
[          ] 2002, 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 any nature, excluding Buyer Furnished Equipment (“BFE”), incorporated therein,
installed thereon or attached thereto on the date hereof (the "Parts"):

    


    
      
        	
                AIRFRAME:

              	 
      	
                ENGINES:

              
	 
      	 
      	 
      
	
                AIRBUS
      Model A3[   ]

              	 
      	
                [EM’s
      name] Model
      [         ]

              
	 
      	 
      	 
      
	
                MANUFACTURER'S

              	 
      	
                ENGINE
      SERIAL NUMBERS:

              
	
                SERIAL
      NUMBER:   [         ]

              	 
      	
                LH:  [         ]

              
	 
      	 
      	
                RH:
      [         ]

              


      

    

    


    REGISTRATION
LETTERS:   [        ]

    


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

    


    The
Seller confirms that it did this [      ] day of
[            ] sell,
transfer and deliver all of its above described rights, title and interest to
the Aircraft to the following company and to its successors and assigns forever,
said Aircraft to be the property thereof:

    


    [Name of
Buyer]

    


    The
Seller hereby warrants to the Buyer, its successors and assigns that it had good
and lawful right to sell, deliver and transfer title to the Aircraft to the
Buyer and that there was conveyed to the Buyer good, legal and valid title to
the Aircraft, free and clear of all liens, claims, charges, encumbrances and
rights of others and that the Seller will warrant and defend such title forever
against all claims and demands whatsoever.

    


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

    


    IN
WITNESS WHEREOF, the undersigned has caused this instrument to be executed by
its duly authorized representative this ______ day of
[           ]

    


    
      	
              AIRBUS
      SNC

            	 
      
	 
      	 
      
	
              By:

            	 
      
	 
      	 
      
	
              Title:

            	 
      
	 
      	 
      
	
              Signature:

            	 
      


    

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit
      E

            	
              Page 1/1

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
F

     

    SERVICE
LIFE POLICY

    


    ITEMS
OF PRIMARY STRUCTURE

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit
      F - 1/4

            	
               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
F

    


    SELLER
SERVICE LIFE POLICY

    


    
      	
              1

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

            


    

    
       

      
        	
                 

              	
                ***

              


      

       

    

    
      	
              2.1

            	
              ***

            


    

    


    
      	
              2.2

            	
              ***

            


    

    


    
      	
              2.3

            	
              ***

            


    

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit
      F - 2/4

            	
               

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
F

    


    
      	
              2.4

            	
              ***

            


    

    


    
      	
              3

            	
              ***

            


    

    


    
      	
              3.1

            	
              ***

            


    

    


    
      	
              3.2

            	
              ***

            


    

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit
      F - 3/4

            	
               

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
F

    


    
      	
              4

            	
              ***

            


    

    


    
      	
              4.1

            	
              ***

            


    

    


    
      	
              4.2

            	
              ***

            


    

    


    
      	
              5

            	
              ***

            


    

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit
      F - 4/4

            	
               

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
G

    


    EXHIBIT
G

     

    TECHNICAL
DATA INDEX


     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
            	
              
                Exhibit G
      - 1/11

              

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    EXHIBIT
G

    


    TECHNICAL DATA
INDEX

    


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

    


    
      
        
          	
                  NOMENCLATURE

                	
                  Self-explanatory.

                
	 
      	 
      
	
                  ABBREVIATED DESIGNATION
    (Abbr)

                	
                  Self-explanatory.

                


        

      

    

    


    FORM

    


    
      	
              OL-A

            	
              ON-LINE
      through Airbus On-Line Services: Advanced Consultation and Navigation
      System

            


    

    


    
      	
              CD-A

            	
              CD-ROM:
      Advanced Consultation and Navigation
System

            


    

    


    
      	
              CD-P

            	
              CD-ROM:
      in PDF – Portable Document Format

            


    

    


    
      	
              D

            	
              DISKETTE
      (Floppy Disk)

            


    

    


    
      	
              DD

            	
              DIGITAL
      DATA. Stands generally for SGML format on
  CD-ROM.

            


    

    


    
      	
              DVD

            	
              DVD
      - Digital Versatile Disk

            


    

    


    
      	
              P1

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

            


    

    


    
      	
              P2

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

            


    

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
            	
              
                Exhibit G
      - 2/11

              

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


     

    EXHIBIT
G

    


    
      	
              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 for all 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.

            


    

    


    
      	
               
      

            	
              P

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

            


    

    


    
      	
               
      

            	
              -

            	
              one-time
      issue not maintained by revision service,
or

            


    

    


    
      	
               
      

            	
              -

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

            


    

    


    
      	
               
      

            	
              -

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

            


    

    


    
      	
              ATA

            	
              Manuals
      established in general compliance with ATA 100 Revision 23 and digital
      Standards established in general compliance with ATA Specification 2200
      (iSpec 2200), Information Standards for Aviation
    Maintenance.

            


    

    Subsequent
revisions of the ATA Specification will be considered.

    


    
      	
              QUANTITY
      (Qty)

            	
              Self-explanatory.

            


    

    


    
      	
              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.

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
            	
              
                Exhibit G
      - 3/11

              

            


    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    EXHIBIT
G

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    NOMENCLATURE

                                  	 
      	
                                    Abbr

                                  	 
      	
                                    Form

                                  	 
      	
                                    Type

                                  	 
      	
                                    ATA

                                  	 
      	
                                    Qty

                                  	 
      	
                                    Deliv

                                  	 
      	
                                    Comments

                                  
	
                                    OPERATIONAL
      MANUALS AND DATA

                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                    Flight
      Crew Operating Manual

                                  	 
      	
                                    FCOM

                                  	 
      	
                                    P2

                                  	 
      	
                                    C

                                  	 
      	
                                    NO

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***
      per Aircraft at delivery.

                                  
	 
      	 
      	
                                    FCOM

                                  	 
      	
                                    CD-A

                                  	 
      	
                                    C

                                  	 
      	
                                    NO

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	 
      
	 
      	 
      	
                                    FCOM

                                  	 
      	
                                    OL-A

                                  	 
      	
                                    C

                                  	 
      	
                                    NO

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	
                                    Consultation
      only

                                  
	
                                    Flight
      Manual

                                  	 
      	
                                    FM

                                  	 
      	
                                    P1

                                  	 
      	
                                    C

                                  	 
      	
                                    NO

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***
      per Aircraft at delivery.

                                  
	
                                    Master
      Minimum Equipment List

                                  	 
      	
                                    MMEL

                                  	 
      	
                                    P2

                                  	 
      	
                                    C

                                  	 
      	
                                    NO

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***
      per Aircraft at delivery.

                                  
	
                                    Quick
      Reference Handbook

                                  	 
      	
                                    QRH

                                  	 
      	
                                    P2

                                  	 
      	
                                    C

                                  	 
      	
                                    NO

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***
      per Aircraft at delivery.

                                  
	
                                    Trim
      Sheet

                                  	 
      	
                                    TS

                                  	 
      	
                                    DD

                                  	 
      	
                                    C

                                  	 
      	
                                    NO

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	 
      
	
                                    Weight
      and Balance Manual

                                  	 
      	
                                    WBM

                                  	 
      	
                                    P1

                                  	 
      	
                                    C

                                  	 
      	
                                    YES

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	
                                    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

                                  
	
                                    Performance
      Engineer's Programs

                                  	 
      	
                                    PEP

                                  	 
      	
                                    CD-A

                                  	 
      	
                                    C

                                  	 
      	
                                    NO

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	 
      
	 
      	 
      	
                                    PEP

                                  	 
      	
                                    OL-A

                                  	 
      	
                                    C

                                  	 
      	
                                    NO

                                  	 
      	
                                    ***

                                  	 
      	
                                    ***

                                  	 
      	 
      
	
                                    Performance
      Programs Manual

                                  	
                                      

                                  	
                                    PPM

                                  	
                                      

                                  	
                                    CD-A

                                  	
                                      

                                  	
                                    C

                                  	
                                      

                                  	
                                    NO

                                  	
                                      

                                  	
                                    ***

                                  	
                                      

                                  	
                                    ***

                                  	
                                      

                                  	
                                    Included
      in the PEP
CD-ROM

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit G
      - 4/11

            	
               

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
G

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                NOMENCLATURE

                              	 
      	
                                Abbr

                              	 
      	
                                Form

                              	 
      	
                                Type

                              	 
      	
                                ATA

                              	 
      	
                                Qty

                              	 
      	
                                Deliv

                              	 
      	
                                Comments

                              
	
                                MAINTENANCE
      AND ASSOCIATED MANUALS

                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Aircraft
      Maintenance Manual

                              	 
      	
                                AMM

                              	 
      	
                                DVD

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Contained
      on Basic AirN@v for SA and LR Aircraft (Limited to *** copies per
      customization)

                              
	 
      	 
      	
                                AMM

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	 
      	 
      	
                                AMM

                              	 
      	
                                DD

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                SGML
      data for further processing by the Buyer

                              
	
                                Aircraft
      Schematics Manual

                              	 
      	
                                ASM

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	 
      	 
      	
                                ASM

                              	 
      	
                                DVD

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                AirN@v
      option

                              
	 
      	 
      	
                                ASM

                              	 
      	
                                DD

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                SGML
      data for further processing by the Buyer

                              
	
                                Aircraft
      Wiring Lists

                              	 
      	
                                AWL

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	 
      	 
      	
                                AWL

                              	 
      	
                                DD

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                AirN@v
      option

                              
	 
      	 
      	
                                AWL

                              	 
      	
                                DD

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                SGML
      data for further processing by the Buyer

                              
	
                                Aircraft
      Wiring Manual

                              	 
      	
                                AWM

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	 
      	 
      	
                                AWM

                              	 
      	
                                DVD

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                SGML
      data for further processing by the Buyer

                              
	
                                Component
      Location Manual

                              	 
      	
                                CLM

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                For
      SA and LR Aircraft

                              
	
                                Consumable
      Material List

                              	 
      	
                                CML

                              	 
      	
                                CD-P

                              	 
      	
                                G

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Duct
      Repair Manual

                              	 
      	
                                DRM

                              	 
      	
                                CD-P

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Ecam
      System Logic Data

                              	 
      	
                                ESLD

                              	 
      	
                                CD-P

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                For
      SA and LR Aircraft

                              
	
                                Electrical
      Load Analysis

                              	 
      	
                                ELA

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                For
      first delivered Aircraft

                              
	
                                Electrical
      Standard Practices Manual

                              	 
      	
                                ESPM

                              	 
      	
                                CD-P

                              	 
      	
                                G

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	 
      	 
      	
                                ESPM

                              	 
      	
                                DVD

                              	 
      	
                                G

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                AirN@v
      option

                              
	 
      	 
      	
                                ESPM

                              	 
      	
                                DD

                              	 
      	
                                G

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                SGML
      data for further processing by the Buyer

                              
	
                                Electrical
      Standard Practices booklet

                              	 
      	
                                ESP

                              	 
      	
                                P2

                              	 
      	
                                G

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Flight
      Data Recording Parameter Library

                              	 
      	
                                FDRPL

                              	 
      	
                                CD-A

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                For
      SA and LR Aircraft

                              
	
                                Fuel
      Pipe Repair Manual

                              	 
      	
                                FPRM

                              	 
      	
                                P2

                              	 
      	
                                G

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Illustrated
      Parts Catalog (Airframe)/Additional Cross Reference Table

                              	 
      	
                                IPC/ACRT

                              	 
      	
                                DVD

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Contained
      on  Basic AirN@v for SA and LR Aircraft (Limited to 3 copies per
      customization)

                              
	 
      	 
      	
                                IPC/ACRT

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	 
      	
                                  

                              	
                                IPC/ACRT

                              	
                                  

                              	
                                DD

                              	
                                  

                              	
                                C

                              	
                                  

                              	
                                YES

                              	
                                  

                              	
                                ***

                              	
                                  

                              	
                                ***

                              	
                                  

                              	
                                Issue
      date to be coordinated with Initial Provisioning Data delivery included in
      EXHIBIT "H" Spare Parts Procurement. Useful for SGML data processing
      only

                              


                      

                    

                  

                

              

            

          

        

      

    

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit G
      - 5/11

            	
               

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
G

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                NOMENCLATURE

                              	 
      	
                                Abbr

                              	 
      	
                                Form

                              	 
      	
                                Type

                              	 
      	
                                ATA

                              	 
      	
                                Qty

                              	 
      	
                                Deliv

                              	 
      	
                                Comments

                              
	
                                MAINTENANCE
      AND ASSOCIATED MANUALS

                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Illustrated
      Parts Catalog (Power Plant)

                              	 
      	
                                PIPC

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Integrated
      in the Airframe IPC for SA and LR Aircraft for IAE engines (SA Aircraft)
      and Rolls Royce engines (A340 Aircraft).

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

                              
	
                                Maintenance
      Facility Planning

                              	 
      	
                                MFP

                              	 
      	
                                CD-P

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Grouped
      with AC on one single CD-ROM.

                              
	
                                Maintenance
      Planning Document

                              	 
      	
                                MPD

                              	 
      	
                                CD-P

                              	 
      	
                                E

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Maintenance
      Review Board

                              	 
      	
                                MRB

                              	 
      	
                                P2

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                MRB
      Report includes the Certification Maintenance Requirements (CMR) and
      Airworthiness Limitation Items (ALI) documents.

                              
	
                                Support
      Equipment Summary

                              	 
      	
                                SES

                              	 
      	
                                CD-P

                              	 
      	
                                G

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Grouped
      with TEM, TEI on one single CD-ROM.

                              
	
                                Tool
      and Equipment Bulletins

                              	 
      	
                                TEB

                              	 
      	
                                OL-A

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Tool
      and Equipment Drawings

                              	 
      	
                                TED

                              	 
      	
                                OL-A

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Available
      on AOLS Tool Drawings Service.

                              
	
                                Tool
      and Equipment Index

                              	 
      	
                                TEI

                              	 
      	
                                CD-P

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Grouped
      with TEM, SES on a single CD-ROM

                              
	
                                Illustrated
      Tool and Equipment Manual

                              	 
      	
                                TEM

                              	 
      	
                                CD-P

                              	 
      	
                                E

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Grouped
      with TEI, SES on a single CD-ROM

                              
	
                                Technical
      Publications Combined Index

                              	 
      	
                                TPCI

                              	 
      	
                                CD-A

                              	 
      	
                                C

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Trouble
      Shooting Manual

                              	 
      	
                                TSM

                              	 
      	
                                DD

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                SGML
      data for further processing by the Buyer

                              
	 
      	 
      	
                                TSM

                              	 
      	
                                DVD

                              	 
      	
                                C

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Contained
      on Basic AirN@v for SA and LR Aircraft (Limited to *** copies per
      customization)

                              
	 
      	
                                  

                              	
                                TSM

                              	
                                  

                              	
                                CD-P

                              	
                                  

                              	
                                C

                              	
                                  

                              	
                                YES

                              	
                                  

                              	
                                ***

                              	
                                  

                              	
                                ***

                              	
                                  

                              	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit G
      - 6/11

            	
               

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
G

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  NOMENCLATURE

                                	 
      	
                                  Abbr

                                	 
      	
                                  Form

                                	 
      	
                                  Type

                                	 
      	
                                  ATA

                                	 
      	
                                  Qty

                                	 
      	
                                  Deliv

                                	 
      	
                                  Comments

                                
	
                                  STRUCTURAL
      MANUALS

                                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                  Nondestructive
      Testing Manual

                                	 
      	
                                  NTM

                                	 
      	
                                  CD-P

                                	 
      	
                                  E

                                	 
      	
                                  YES

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	 
      
	
                                  Nacelle
      Structural Repair Manual

                                	 
      	
                                  NSRM

                                	 
      	
                                  CD-P

                                	 
      	
                                  E

                                	 
      	
                                  YES

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	
                                  Supplied
      by Propulsion System Manufacturer. The Seller shall ensure that NSRM is
      provided in PDF format.

                                
	
                                  Structural
      Repair Manual

                                	 
      	
                                  SRM

                                	 
      	
                                  CD-P

                                	 
      	
                                  E

                                	 
      	
                                  YES

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	 
      
	 
      	
                                    

                                	
                                  SRM

                                	
                                    

                                	
                                  DD

                                	
                                    

                                	
                                  E

                                	
                                    

                                	
                                  YES

                                	
                                    

                                	
                                  ***

                                	
                                    

                                	
                                  ***

                                	
                                    

                                	
                                  SGML
      format for individual A319, A320, A321 Single Aisle and A330, A340 Long
      Range Aircraft
SRM.

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

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

            
	 
      	 
      	 
      
	
              A319/A320
      – CSN – Amdt.5 – 05/07

            	 
      	 
      
	
              AI/CC-C
      No.337.0052/07

            	
              Exhibit G
      - 7/11

            	
               

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
G

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                NOMENCLATURE

                              	 
      	
                                Abbr

                              	 
      	
                                Form

                              	 
      	
                                Type

                              	 
      	
                                ATA

                              	 
      	
                                Qty

                              	 
      	
                                Deliv

                              	 
      	
                                Comments

                              
	
                                OVERHAUL
      DATA

                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Component
      Documentation Status

                              	 
      	
                                CDS

                              	 
      	
                                D

                              	 
      	
                                C

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Revised
      until *** after Aircraft delivery

                              
	
                                Component
      Evolution List

                              	 
      	
                                CEL

                              	 
      	
                                CD-P

                              	 
      	
                                G

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Delivered
      as follow-on for CDS.

                              
	
                                Component
      Maintenance Manual – Manufacturer

                              	 
      	
                                CMMM

                              	 
      	
                                CD-P

                              	 
      	
                                E

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Component
      Maintenance Manual – Vendor

                              	 
      	
                                CMMV

                              	 
      	
                                CD-ROM

                              	 
      	
                                E

                              	 
      	
                                YES

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 	
                                CD-ROM
      to be provided in place of paper, according to
    availability.

                              
	
                                Cable
      Fabrication Manual

                              	 
      	
                                CFM

                              	 
      	
                                CD-P

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

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

      


      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  	 
      	 
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Exhibit
      G - 8/11

                  	 


          

        

      

       

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G

    


    
      
        
          
            
              
                
                  
                    
                      
                        	
                                NOMENCLATURE

                              	 
      	
                                Abbr

                              	 
      	
                                Form

                              	 
      	
                                Type

                              	 
      	
                                ATA

                              	 
      	
                                Qty

                              	 
      	
                                Deliv

                              	 
      	
                                Comments

                              
	
                                ENGINEERING
      DOCUMENTS

                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Installation
      and Assembly Drawings

                              	 
      	
                                IAD

                              	 
      	
                                OL-A

                              	 
      	
                                C

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Available
      on Airbus On-Line Services.

                              
	
                                Process
      and Material Specification

                              	 
      	
                                PMS

                              	 
      	
                                CD-P

                              	 
      	
                                G

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Parts
      Usage (Effectivity)

                              	 
      	
                                PU

                              	 
      	
                                OL-A

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Available
      on Airbus On-Line Services.

                              
	
                                Schedule
      (Drawing Nomenclature)

                              	 
      	
                                S

                              	 
      	
                                OL-A

                              	 
      	
                                E

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Available
      on Airbus On-Line Services.

                              
	
                                Standards
      Manual

                              	 
      	
                                SM

                              	 
      	
                                CD-P

                              	 
      	
                                G

                              	 
      	
                                NO

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      


                      

                    

                  

                

              

            

          

        

      

    

     

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

      


      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  	 
      	 
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Exhibit
      G - 9/11

                  	 


          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      NOMENCLATURE

                                    	 
      	
                                      Abbr

                                    	 
      	
                                      Form

                                    	 
      	
                                      Type

                                    	 
      	
                                      ATA

                                    	 
      	
                                      Qty

                                    	 
      	
                                      Deliv

                                    	 
      	
                                      Comments

                                    
	
                                      MISCELLANEOUS
      PUBLICATIONS

                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                      Airplane
      Characteristics for Airport Planning

                                    	 
      	
                                      AC

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      E

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      Grouped
      with MFP on one single CD-ROM

                                    
	
                                      ATA
      Breakdown Index

                                    	 
      	
                                      ATBI

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      E

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      Optional

                                    
	
                                      CADETS
      (Technical Publications Training)

                                    	 
      	
                                      CADE

                                    	 
      	
                                      CD-A

                                    	 
      	
                                      G

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	
                                      Aircraft
      Recovery Manual

                                    	 
      	
                                      ARM

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      E

                                    	 
      	
                                      YES

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      Grouped
      with AC and MFP on one single CD-ROM

                                    
	
                                      Crash
      Crew Chart

                                    	 
      	
                                      CCC

                                    	 
      	
                                      P1

                                    	 
      	
                                      E

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      Also
      available On-Line on Seller’s website

                                    
	
                                      Cargo
      Loading System Manual

                                    	 
      	
                                      CLS

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      E/C

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      CLS
      is Envelope (E) for SA and LR Aircraft and Customized (C) for WB
      Aircraft

                                    
	
                                      List
      of Applicable Publications

                                    	 
      	
                                      LAP

                                    	 
      	
                                      OL-A

                                    	 
      	
                                      C

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	
                                      List
      of Radioactive and Hazardous Elements

                                    	 
      	
                                      LRE

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      G

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	
                                      Livestock
      Transportation Manual

                                    	 
      	
                                      LTM

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      E

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	
                                      Service
      Bulletins

                                    	 
      	
                                      SB

                                    	 
      	
                                      OL-A

                                    	 
      	
                                      C

                                    	 
      	
                                      YES

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	
                                      Service
      Information Letters

                                    	 
      	
                                      SIL

                                    	 
      	
                                      CD-A

                                    	 
      	
                                      E

                                    	 
      	
                                      YES

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      On  TPCI
      CD-ROM

                                    
	 
      	 
      	
                                      SIL

                                    	 
      	
                                      OL-A

                                    	 
      	
                                      E

                                    	 
      	
                                      YES

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


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

    


    
      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
	
                  AI/CC-C
      No.337.0052/07

                	
                  Exhibit
      G - 10/11

                	 


        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      NOMENCLATURE

                                    	 
      	
                                      Abbr

                                    	 
      	
                                      Form

                                    	 
      	
                                      Type

                                    	 
      	
                                      ATA

                                    	 
      	
                                      Qty

                                    	 
      	
                                      Deliv

                                    	 
      	
                                      Comments

                                    
	
                                      MISCELLANEOUS
      PUBLICATIONS

                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                      Supplier
      Product Support Agreements 2000

                                    	 
      	
                                      SPSA

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      G

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      Based
      on General Conditions of Purchase (GCP) 2000

                                    
	 
      	 
      	
                                      SPSA

                                    	 
      	
                                      OL-A

                                    	 
      	
                                      G

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	
                                      Transportability
      Manual

                                    	 
      	
                                      TM

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      G

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	
                                      Vendor
      Information Manual

                                    	 
      	
                                      VIM

                                    	 
      	
                                      CD-A

                                    	 
      	
                                      G

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	 
      	 
      	
                                      VIM

                                    	 
      	
                                      OL-A

                                    	 
      	
                                      G

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	
                                      Vendor
      Information Manual GSE

                                    	 
      	
                                      VIM/GSE

                                    	 
      	
                                      CD-A

                                    	 
      	
                                      G

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	 
      	 
      	
                                      VIM/GSE

                                    	 
      	
                                      OL-A

                                    	 
      	
                                      G

                                    	 
      	
                                      NO

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


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

    


    
      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
	
                  AI/CC-C
      No.337.0052/07

                	
                  Exhibit
      G - 11/11

                	 


        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    EXHIBIT  "H"    


     

    EXHIBIT  "H"

    


    MATERIEL

    


    SUPPLY
AND  SERVICES

     

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

      


      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  	 
      	 
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Exhibit H
      - 1/20

                  	 


          


          
            
               


            

            
               


              
                

              

            

            
               


            

          

        

      

    

    
       

      EXHIBIT  "H"    


    

     

    
      	
              1

            	
              GENERAL

            


    

    


    
      	
              1.1

            	
              This
      Exhibit defines the terms and conditions for the materiel support services
      offered by the Seller to the Buyer in the following
  areas:

            


    

    


    -           Initial
provisioning of data and materiel

    -           Replenishment
of materiel

    -           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 Materiel Support

            


    

    


    
      
        Materiel
is classified into the following categories (hereinafter referred to as "Materiel"):

      

    

    


    
      
        	
              	
                (i)

              	
                Seller
      Parts (Seller's proprietary Materiel bearing an official part number of
      the Seller or Materiel 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
      Materiel support to be provided hereunder by the Seller covers items
      classified as Materiel in sub-Clauses 1.2 (i) thru (iv) both for initial
      provisioning as described in Clause 2 (“Initial Provisioning”)
      and for replenishment as described in Clause
3.

            


    

    


    
      	
              1.2.3

            	
              Propulsion
      Systems, nacelles, quick engine change kit and thrust reverser 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 in case of any difficulties with
      availability of Propulsion Systems and associated spare
    parts.

            


    

    


    
      	
              1.2.4

            	
              During
      a period *** ("Term"), the Seller shall
      maintain or have maintained such stock of Seller Parts as is deemed
      reasonable by the Seller and shall furnish at *** prices Seller Parts
      adequate to meet the Buyer's needs for maintenance of the
      Aircraft.

            


    

    


    The
Seller shall use its *** efforts to obtain a similar service from all Suppliers
of parts which are originally installed on the Aircraft and not manufactured by
the Seller.

     

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

      


      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  	 
      	 
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Exhibit H
      - 2/20

                  	 


          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      EXHIBIT  "H"    


    

     

    
      	
              1.3

            	
              Materiel
      Support Centre and Central Store

            


    

    


    
      	
              1.3.1

            	
              The
      Seller has established its materiel support centre in HAMBURG, FEDERAL
      REPUBLIC OF GERMANY ("Materiel Support
      Centre") and shall maintain or cause to be maintained during the
      Term a central store of Seller
Parts.

            


    

    


    
      	
              1.3.2

            	
              The
      Materiel 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 Materiel 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 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 and manufactured by the
      Seller.

            


    

    


    
      	
              1.4.2

            	
              The
      Buyer may manufacture or have manufactured for its own use without paying
      any license fee to the Seller, or may purchase from other sources, 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 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).

            


    

    


    
      	
              1.4.3

            	
              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.

            


    

     

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

      


      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  	 
      	 
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Exhibit H
      - 3/20

                  	 


          

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      EXHIBIT  "H"    


       

    

    
      	
              2

            	
              INITIAL
      PROVISIONING

            


    

     

    
      	
              2.1

            	
              Initial
      Provisioning Period

            


    

    


    
      
        The Initial Provisioning Period is
defined *** 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 Materiel Support Centre for the purpose of
      formulating an acceptable schedule and working procedure to accomplish the
      initial provisioning of Materiel.

            


    

    


    
      	
              2.2.2

            	
              The
      date of the meeting shall be *** 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 Materiel Support Centre, including
      participation of major Suppliers as agreed upon during the
      Pre-Provisioning Meeting.

              


      

    

    


    
      
        	
                 

              	
                Such
      conference shall not take place earlier than *** after Manufacturer Serial
      Number allocation, Buyer Furnished Equipment selection or Customer
      Definition Freeze, whichever is the
latest.

              


      

    

     

    
      	
              2.5

            	
              Seller-Supplied
      Data

            


    

    


    
      	
               
      

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

            


    

     

    
      	
              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 ***, 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 Materiel.

              


      

    

     

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

      


      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  	 
      	 
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Exhibit H
      - 4/20

                  	 


          

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      EXHIBIT  "H"     

       

    

    
      	
              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 materiel.

     

    
      	
              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.

    

    


    
      	
              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 *** before the date of issue. Said data shall enable the
      Buyer to order Materiel 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 Materiel 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.

            


    

     

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

      


      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  	 
      	 
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Exhibit H
      - 5/20

                  	 


          

        

         

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    



    EXHIBIT
"H"      

    


    
      	
              2.8.2

            	
              During
      the Initial Provisioning Period the Seller shall supply Materiel, 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 Materiel

            


    

    


    
      	
              2.9.1

            	
              In
      order to support the operation of the Aircraft, the Seller shall use its
      reasonable efforts to deliver Materiel ordered during the Initial
      Provisioning Period against the Buyer's orders and according to a mutually
      agreed schedule. Provided the Buyer's orders have been placed *** before
      delivery of the corresponding Aircraft, *** of the ordered quantity of
      each item, including line station items, shall be delivered ***. If said
      *** cannot be accomplished, the Seller shall endeavor to have such items
      available at its facilities for Seller Parts as per sub-Clause 1.2 (i) or
      at its Suppliers' facilities for parts as per sub-Clauses 1.2 (ii) thru
      1.2 (iv) for immediate supply in case of an
AOG.

            


    

    


    
      	
              2.9.2

            	
              The
      above agreed delivery schedule applies only to that portion of the
      quantity ordered that is recommended for the number of Aircraft operated
      during *** Aircraft delivery.

            


    

    


    
      	
              2.9.3

            	
              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
      Materiel.

            


    

    


    
      	
              2.9.4

            	
              In
      the event of the Buyer canceling or modifying (without any liability of
      the Seller for the cancellation or modification) any orders for Materiel
      outside the time limits defined in Clause 2.9.3, the Buyer shall reimburse
      the Seller for any costs incurred in connection
  therewith.

            


    

    


    
      	
              2.9.5

            	
              All
      transportation costs for the return of Materiel 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 ***

            


    

    


    
      
        	
                2.10.1

              	
                All
      Aircraft for which the Buyer
***

              


      

    

    


    
      	
              2.10.2

            	
              ***

            


    

    


    
      	
              2.10.3

            	
              The
      data concerning Materiel shall at the time of each Aircraft delivery at
      least cover such Aircraft's technical configuration as it existed *** 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 *** of such
Aircraft.

            


    

    


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

    


    
      
        	
                A319/A320
      – CSN – Amdt.5 – 05/07

              	 
      	 
      
	
                AI/CC-C
      No.337.0052/07

              	
                Exhibit H - 6/20

              	 
      


      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
"H"      

     

    
      	
              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 Materiel 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
      List can be dispatched within the lead times defined in the Spare Parts
      Price List.

            


    

    


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

    

    


    
      	
              3.2.2

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

            


    

    


    
      
        	
              	
                -

              	
                four
      (4) hours after receipt of an AOG
Order,

              


      

    

     

    
      
        	
              	
                -

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

              


      

    

     

    
      
        	
              	
                -

              	
                ***
      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 shall be
      confirmed by subsequent Buyer's orders for such Seller Parts within a
      reasonable time.

            


    

     

    
      	
              3.3 

            	
              Delivery
      Status

            


    

    


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

    

    
      


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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
      
	
                  AI/CC-C
      No.337.0052/07

                	
                  Exhibit H - 7/20

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
"H"      

     

    
      	
              3.4 

            	
              Excusable
      Delay

            


    

    


    
      Clause
10.1 of the Agreement shall apply to the Materiel support.

    

     

    
      	
              3.5 

            	
              Shortages,
      Overshipments, Non-Conformity in
Orders

            


    

    


    
      	
              3.5.1

            	
              The
      Buyer shall *** 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 Materiel or credit the Buyer for the returned Materiel.
      ***

               

              ***

            


    

     

    
      	
              3.6 

            	
              Packaging

            


    

    


    
      All
Materiel shall be packaged in accordance with ATA 300 Specification, Category
III for consumable/expendable materiel 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 Materiel.

    

    


    
      	
              3.7

            	
              Cessation
      of Deliveries

            


    

    


    
      The
Seller reserves the right to stop or otherwise suspend deliveries if the Buyer
fails to meet its obligations defined in Clauses 4.2 thru
4.4.

    

     

    
      	
              4 

            	
              COMMERCIAL
      CONDITIONS

            


    

     

    
      	
              4.1. 

            	
              Price

            


    

    


    
      	
              4.1.1

            	
              The
      Materiel prices shall be :

            


    

    


    
      
        	
              	
                -

              	
                Free
      Carrier (FCA) the Materiel Support Centre for deliveries from the Materiel
      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.

            


    

     

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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
      
	
                  AI/CC-C
      No.337.0052/07

                	
                  Exhibit H - 8/20

                	 
      


        

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
"H"      

    


    
      	
              4.1.3

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

            


    

    


    
      
        	
              	
                -

              	
                significant
      revision in manufacturing
costs,

              


      

    

    


    
      
        	
              	
                -

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

              


      

    

    


    
      
        	
              	
                -

              	
                significant
      error in estimation or expression of any
price.

              


      

    

    


    
      	
              4.1.4

            	
              Prices
      of Materiel 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
      Materiel's value and shall be determined item by
  item.

            


    

    


    
      	
              4.1.5

            	
              The
      Seller warrants that, should the Buyer purchase all or part of the
      recommended Initial Provisioning package of the Materiel as defined in
      sub-Clauses 1.2 (ii) thru 1.2 (iv) through the Seller, the average
      handling charge on the total package shall not exceed
  ***

            


    

     

    
      	
              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.

            


    

    


    
      	
              4.2.2

            	
              Payment
      shall be made by the Buyer to the Seller within
  ***

            


    

    


    
      	
              4.2.3

            	
              The
      Buyer shall make all payments hereunder to the Seller's account
      with:

            


    

    


    ***

    


    or as
otherwise directed by the Seller.

    


    
      	
              4.2.4

            	
              All
      payments due to the Seller hereunder shall be made in full without
      set-off, counterclaim, deduction or withholding of any kind. Consequently,
      the Buyer shall procure that the sums received by the Seller under this
      Exhibit "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.

            


    

    


    
      	
              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
  ***

            


    

     

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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
      
	
                  AI/CC-C
      No.337.0052/07

                	
                  Exhibit H - 9/20

                	 
      


        

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
"H"      

    


    
      	
              4.3 

            	
              Credit
      Assurance

            


    

    


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

    

    


    
      	
              4.3.1

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

            


    

    


    
      	
              4.3.1.1

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

            


    

    


    
      	
              4.3.1.2

            	
              The
      Seller has received purchase and/or service orders ***with the
      Seller.

            


    

    


    
      	
              4.3.1.3

            	
              The
      Buyer is indebted to the Seller for overdue
  invoices.

            


    

    


    
      	
              4.3.2

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

            


    

    


    
      	
              4.3.2.1

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

            


    

    


    
      	
              4.3.2.2

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

            


    

    


    
      	
              4.3.2.3

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

            


    

     

    
      	
              4.4 

            	
              Title

            


    

    


    
      Title to
any Materiel 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 Materiel, 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
favor of any third party.

    

     

    
      	
              4.5 

            	
              Buy-Back

            


    

    


    
      	
              4.5.1 

            	
              Buy-Back of Obsolete
      Materiel

            


    

    


    
      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.

            


    

     

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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
      
	
                  AI/CC-C
      No.337.0052/07

                	
                  Exhibit H - 10/20

                	 
      


        

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    EXHIBIT
"H"      

    


    
      	
              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 Surplus
      Materiel

            


    

    


    
      
        	
                4.5.2.1 

              	
                The
      Seller agrees that at any time  ***to the Buyer, the Buyer shall
      have the right to return to the Seller, *** of the original purchase price
      paid by the Buyer, unused and undamaged Materiel as per sub-Clause 1.2 (i)
      and at a ***of the original Supplier list price, unused and undamaged
      Materiel as per sub-Clause 1.2 (ii) originally purchased from the
      Seller

              


      

    

    
      under the
terms hereof, provided that the selected protection level does not *** with a
*** and said Materiel 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 Materiel
is returned with the Seller's original documentation (tag,
certificates).

    

    


    
      	
              4.5.2.2

            	
              In
      the event of the Buyer electing to procure Materiel 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 Materiel in excess of the Seller's
      recommendation shall be considered for
buy-back.

            


    

    


    
      	
              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 Materiel 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 Materiel under
      this Clause 4, including any insurance and customs duties applicable or
      other related expenditures, shall be borne by the
  Buyer.

            


    

    


    
      	
              4.5.4

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

            


    

    


    
      	
              4.5.4.1

            	
              The
      Seller shall accept as a reasonable demonstration of such excess initial
      purchase by the Buyer if the data submitted to the Seller in compliance
      with the provisions of Clause 4.6 indicate that the items proposed for
      buy-back are surplus to the Buyer's
  requirements.

            


    

     

    
      	
              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.

    

    
      


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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
      
	
                  AI/CC-C
      No.337.0052/07

                	
                  Exhibit H - 11/20

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
"H"      

     

    
      	
              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 *** after delivery of
      such parts to the Buyer.

            


    

    


    
      	
              5.2.2

            	
              The
      *** warranty period for used Seller Parts delivered by and/or repaired,
      modified, overhauled or exchanged by the Seller is *** 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".

    


    
      
        	
                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 AND/OR ITS SUPPLIERS
EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY
NON-CONFORMITY OR DEFECT IN ANY MATERIEL DELIVERED UNDER THIS AGREEMENT
INCLUDING BUT NOT LIMITED TO:

    

     

    
      
        	
              	
                (A)

              	
                ANY
      WARRANTY AGAINST HIDDEN
DEFECTS;

              


      

    

     

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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
      
	
                  AI/CC-C
      No.337.0052/07

                	
                  Exhibit H - 12/20

                	 
      


        

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    EXHIBIT
"H"      

     

    
      
        	
              	
                (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 MATERIEL
      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  MATERIEL DELIVERED UNDER THIS AGREEMENT.

    

     

    
      FOR THE
PURPOSES OF THIS CLAUSE 5.4, “THE SELLER” SHALL INCLUDE THE SELLER AND ITS
AFFILIATES.

    

     

    
      	
              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), telefax,
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 seven (7) days after delivery
of the Leased Part.

    

    
      


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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
      
	
                  AI/CC-C
      No.337.0052/07

                	
                  Exhibit H - 13/20

                	 
      


        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
"H"     

     

    
      	
              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 *** the Lease shall be
      converted into a sale. Should the Lessee not return the Leased Part to the
      *** and if the Lessor so elects, by giving 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 *** 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 ***. If the shipment of the Leased
      Part has been arranged and the Lessee cancels the lease order, the ***
      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 List 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.

              


      

    

     

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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
      
	
                  AI/CC-C
      No.337.0052/07

                	
                  Exhibit H - 14/20

                	 
      


        

         

      

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    EXHIBIT
"H"      

    


    
      
        	
              	
                (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 herebelow:

            


    

    


    
      AIRBUS

    

    
      Materiel
Support Centre

    

    
      Weg beim
Jaeger 150

    

    
      22335
Hamburg

    

    
      Germany

    

    


    
      or any
other address indicated by the Lessor.

    

    


    
      	
              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 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.

    


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

    


    
      
        	
                A319/A320
      – CSN – Amdt.5 – 05/07

              	 
      	 
      
	
                AI/CC-C
      No.337.0052/07

              	
                Exhibit H - 15/20

              	 
      


      

       

      
        
          
             


          

          
             


            
              

            

          

          
             


          

        

      

       

    

    
      
        EXHIBIT
"H"     


      

      


      
        	
                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.

              


      

       

      
        	
                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 List shall be paid by the Lessee to the
      Lessor. Should the Lessee exercise such option, fifty percent (50 %) 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 ***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.

              


      

       

      
        	
                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 *** 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

              


      

      


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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
	
                  AI/CC-C
      No.337.0052/07

                	
                  
                    Exhibit H - 16/20

                  

                	 


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
"H"      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      Lessor's warranty administrator having received written notice of the
      defect from the Lessee *** 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
      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 *** 

                                        
	 	 
	
                                          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 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 LEASED PART
      DELIVERED UNDER THESE LEASING CONDITIONS INCLUDING BUT NOT LIMITED
      TO:

                                        


                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

      


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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
	
                  AI/CC-C
      No.337.0052/07

                	
                  
                    Exhibit H - 17/20

                  

                	 


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        EXHIBIT
"H"     


      

       

      
        	
                 
      

              	
                (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.

              


      

      


      
        
          	
                   
      

                	
                  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 SELLER” SHALL INCLUDE THE SELLER, AND ITS
      AFFILIATES. 


        

      

      


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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
	
                  AI/CC-C
      No.337.0052/07

                	
                  
                    Exhibit H - 18/20

                  

                	 


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      EXHIBIT
"H"     


       

      APPENDIX
"A" TO CLAUSE 6 OF EXHIBIT “H”

       

      SELLER
PARTS AVAILABLE FOR LEASING

      


      ***

      


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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
	
                  AI/CC-C
      No.337.0052/07

                	
                  
                    Exhibit H - 19/20

                  

                	 


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      EXHIBIT
"H"      

       

      
        
          	
                  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.

              


      

      


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

      


      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                	 
      	 
	
                  AI/CC-C
      No.337.0052/07

                	
                  
                    Exhibit H - 20/20

                  

                	 


        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
LETTER AGREEMENT No.
1

      


      CHINA
SOUTHERN AIRLINES

      COMPANY
LIMITED

      


      Bai Yun
Airport

      


      Guangzhou
510405

      


      People’s
Republic of China

      


      Subject  :
***

      


      CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION ("the Buyer") and AIRBUS SNC ("the Seller") have
entered into a Purchase Agreement ("the Agreement") dated as of even date
herewith which covers the manufacture and the sale by the Seller and the
purchase by the Buyer of the Aircraft as described in the
Agreement.

      


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

      


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

      


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

       

      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Letter
      Agreement No. 1- Page
1/4

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      LETTER AGREEMENT No.
1

    

    
      
        


        ***

         

      

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

      
         

        
          
            
              	
                      A319/A320
      – CSN – Amdt.5 – 05/07

                    
	
                      AI/CC-C
      No.337.0052/07

                    	
                      Letter
      Agreement No. 1- Page
2/4

                    


            

          

        

         

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
         

        LETTER AGREEMENT No.
1

      

    

     

    
      
        ***

      

       

    

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

     

    
      
        
          	
                  A319/A320
      – CSN – Amdt.5 – 05/07

                
	
                  AI/CC-C
      No.337.0052/07

                	
                  Letter
      Agreement No. 1- Page
3/4

                


        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      LETTER AGREEMENT No. 1

    

     

    
      If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

       

    

    
      
        
          
            	
                    Agreed
      and Accepted

                  	
                    Agreed
      and Accepted

                  
	 
      	 
      
	
                    For
      and on behalf of

                  	
                    For
      and on behalf of

                  
	 
      	 
      
	
                    CHINA
      SOUTHERN AIRLINES

                  	
                    AIRBUS
      SNC

                  
	
                    COMPANY
      LIMITED

                  	 
      
	 
      	 
      
	 
      	 
      
	
                    By
      :  /s/ Yuan Xinan

                  	
                    By:
      /s/ Guy Brunon

                  
	 
      	 
      
	
                    Name:  Yuan
      Xinan

                  	
                    Name:
      Guy Brunon

                  
	 
      	 
      
	
                    Title:  Vice
      President

                  	
                    Title:  VP
      Contracts

                  
	 
      	 
      
	
                    CHINA
      SOUTHERN AIRLINES (GROUP)

                  	
                    WHITNESSED
      BY:

                  
	
                    IMPORT
      AND EXPORT TRADING

                  	 
      
	
                    CORPORATION

                  	 
      
	 
      	 
      
	
                    By:
      /s/ Zhou Yongqian

                  	
                    By:
      /s/ Laurence Barron

                  
	 
      	 
      
	
                    Name:
      Zhou Yongqian

                  	
                    Name:  Laurence
      Barron

                  
	 
      	 
      
	
                    Title:  General
      Manager

                  	
                    Title:
      President Airbus China

                  


          

           

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

           

        

      

      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Letter
      Agreement No. 1- Page
4/4

                  


          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      LETTER AGREEMENT No.
2

    

     

    
      CHINA
SOUTHERN AIRLINES

      COMPANY
LIMITED

      


      Bai Yun
Airport

      


      Guangzhou
510405

      


      People’s
Republic of China

       

      Subject  :
***

       

      CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION ("the Buyer") and AIRBUS SNC ("the Seller") have
entered into a Purchase Agreement ("the Agreement") dated as of even date
herewith which covers the manufacture and the sale by the Seller and the
purchase by the Buyer of the Aircraft as described in the
Agreement.

      


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

      


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

    

    
       

      ***

      
         

        [***The
Following page omitted***]

         

      

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

       

      
        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Letter
      Agreement No. 2- Page
1/2

                  


          

        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

    
       

      LETTER AGREEMENT No.
2

    

    
       

      If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

    

     

    
      	
              Agreed
      and Accepted

            	
              Agreed
      and Accepted

            
	 
      	 
      
	
              For
      and on behalf of

            	
              For
      and on behalf of

            
	 
      	 
      
	
              CHINA
      SOUTHERN AIRLINES

            	
              AIRBUS
      SNC

            
	
              COMPANY
      LIMITED

            	 
      
	 
      	 
      
	 
      	 
      
	
              By
      :  /s/ Yuan Xinan

            	
              By:
      /s/ Guy Brunon

            
	 
      	 
      
	
              Name:  Yuan
      Xinan

            	
              Name:
      Guy Brunon

            
	 
      	 
      
	
              Title:  Vice
      President

            	
              Title:  VP
      Contracts

            
	 
      	 
      
	
              CHINA
      SOUTHERN AIRLINES (GROUP)

            	
              WHITNESSED
      BY:

            
	
              IMPORT
      AND EXPORT TRADING

            	 
      
	
              CORPORATION

            	 
      
	 
      	 
      
	
              By:
      /s/ Zhou Yongqian

            	
              By:
      /s/ Laurence Barron

            
	 
      	 
      
	
              Name:
      Zhou Yongqian

            	
              Name:  Laurence
      Barron

            
	 
      	 
      
	
              Title:  General
      Manager

            	
              Title:
      President Airbus China

            


    

    
      
         

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

         

        
          
            	
                    A319/A320
      – CSN – Amdt.5 – 05/07

                  
	
                    AI/CC-C
      No.337.0052/07

                  	
                    Letter
      Agreement No. 2- Page 2/2

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

    

     

    LETTER AGREEMENT No.
3

    


    CHINA
SOUTHERN AIRLINES

    COMPANY
LIMITED

    


    Bai Yun
Airport

    


    Guangzhou
510405

    


    People’s
Republic of China

    


    Subject
: A319 Performance
Guarantees CFM

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPOATION ("the Buyer") and AIRBUS
SNC ("the Seller") have entered into a Purchase Agreement ("the Agreement")
dated as of even date herewith which covers the manufacture and the sale by the
Seller and the purchase by the Buyer of the Aircraft as described in the
Agreement.

    


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

    


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

     

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

       

      
        A319/A320
– CSN – 01/04

        CC-C
3370036/02

        LA 3 A319
CFM Page 1/5

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


    

    LETTER AGREEMENT No.
3

    


    1.  
                AIRCRAFT
CONFIGURATION

    


    The
guarantees defined below ("the Guarantees") are applicable to the A319-100
Aircraft as described in the Standard Specification *** as amended by the
Specification Change Notices (“SCN”) for:

    


    
      
        	
                (i)

              	
                fitting
      of CFM International CFM56-5B5/P engines

              
	
                (ii)

              	
                increase
      of design weights to:

              
	 
      	
                Maximum
      Take-off Weight (MTOW)

              	
                ***

              
	 
      	
                Maximum
      Landing Weight (MLW)

              	
                ***

              
	 
      	
                Maximum
      Zero Fuel Weight (MZFW)

              	
                ***

              


      

    

    


    without
taking into account any further changes thereto as provided in the Agreement
(“the Specification”).

    


    
      	
              2.

            	
              GUARANTEED
      PERFORMANCE

            


    

    


    
      	
              2.1

            	
              Speed

            


    

    


    
      Level
flight
speed at an Aircraft gross weight of *** at a pressure altitude of *** in ISA
conditions using a thrust not exceeding maximum cruise thrust shall be not less
than the guaranteed Mach number value of : ***.

    

    


    
      	
              2.2

            	
              Specific
      Range

            


    

    


    The
average nautical miles per kilogram of fuel at the weights and
altitudes  defined below in ISA conditions at a true Mach number of
***

    
      
        	
                Weight

              	
                Pressure Altitude

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              


      

    

    shall be
not less than a guaranteed value of : ***.

    


    
      	
              2.3

            	
              Take-off

            


    

    


    JAR
take-off field length at an Aircraft gross weight of *** at the start of ground
run at sea level pressure altitude in ISA+15°C conditions shall be not
more than a guaranteed value of : ***.

    


    
      	
              2.4

            	
              Second Segment
      Climb

            


    

    


    The
Aircraft shall meet JAR regulations for one engine inoperative climb after
take-off, undercarriage retracted, at a weight corresponding to the stated
weight at the start of ground run at the altitude and temperature and in the
configuration of flap angle and safety speed required to comply with the
performance guaranteed in paragraph 2.3

    


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

     

    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    LA 3 A319
CFM Page 2/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    LETTER AGREEMENT No.
3

    


    2.5             
      Landing Field
Length

    


    JAR
certified dry landing field length at an Aircraft gross weight of *** at sea
level pressure altitude shall be not more than a guaranteed value of : ***.

    


    
      	
              2.6

            	
              En-route One Engine
      Inoperative

            


    

    


    The
Aircraft shall meet JAR regulations minimum en-route climb one engine
inoperative and the other operating at the maximum continuous thrust with
anti-icing off at an Aircraft gross weight of *** in the cruise configuration in
ISA conditions at a guaranteed geometric altitude of not less than : ***.

    


    
      	
              3.

            	
              MANUFACTURER'S WEIGHT
      EMPTY

            


    

    


    The
Seller guarantees a Manufacturer's Weight Empty of ***

    


    This is
the Manufacturer's Weight Empty as defined in Section 13-10.00.00 of the
Specification amended by the SCN’s as defined in paragraph 1 above and is
subject to adjustment as defined in paragraph 6.

    


    4.            
        GUARANTEE
CONDITIONS

    


    
      	
              4.1.

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

            


    

    


    
      	
              4.2.

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

            


    

    


    
      	
              4.2.1.

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

            


    

    


    
      	
              4.3.

            	
              Climb,
      cruise and descent performance associated with the Guarantees will include
      allowances for normal electrical load and for normal engine air bleed and
      power extraction associated with maximum cabin differential pressure as
      defined in Section 21-30.31 of the Specification. Cabin air conditioning
      management during performance demonstration as described in paragraph 5.3
      may be such as to optimize the Aircraft performance while meeting the
      minimum air conditioning requirements defined above. Unless otherwise
      stated no air will be bled from the engines for
  anti-icing.

            


    

    Cruise
performance at *** and above is based on a centre of gravity position of
***.

    


    
      	
              4.4.

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

            


    

    


    
      	
              4.5.

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

            


    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    LA 3 A319
CFM Page 3/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    LETTER AGREEMENT No.
3


    


    
      	
              5.

            	
              GUARANTEE
      COMPLIANCE

            


    

    


    
      	
              5.1.

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

            


    

    


    
      	
              5.2.

            	
              Compliance
      with the take-off, second segment, en-route one engine inoperative and
      landing elements of the Guarantees will be demonstrated with reference to
      the approved Flight Manual.

            


    

    


    
      	
              5.3.

            	
              Compliance
      with those parts of the guarantees defined in paragraph 2 not covered by
      the requirements of the certifying Airworthiness Authority shall be
      demonstrated by calculation based on data obtained during flight tests
      conducted on one (or more, at the Seller's discretion) A319-100 aircraft
      of the same aerodynamic configuration as those Aircraft purchased by the
      Buyer and incorporated in the In-Flight Performance Program and data bases
      ("the IFP") appropriate to the
Aircraft..

            


    

    


    
      	
              5.4.

            	
              Compliance
      with the Manufacturer's Weight Empty guarantee defined in paragraph 3
      shall be demonstrated with reference to a weight compliance
      report.

            


    

    
      	
              5.5.

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

            


    

    


    
      	
              5.6.

            	
              Compliance
      with the Guarantees is not contingent on engine performance defined in the
      engine manufacturer's
specification.

            


    

    


    
      	
              5.7.

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

            


    

    


    
      	
              6.

            	
              ADJUSTMENT OF
      GUARANTEES

            


    

    


    
      	
              6.1.

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

            


    

    


    
      	
              6.2.

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

            


    

    
      	
               
      

            	
              a)

            	
              Any
      further configuration change which is the subject of a
  SCN

            


    

    
      	
               
      

            	
              b)

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

            


    

    


    
      	
              7.

            	
              EXCLUSIVE
      GUARANTEES

            


    

    


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

    


    8.                       ***

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    LA 3 A319
CFM Page 4/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    LETTER AGREEMENT No.
3

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.


    


    
      
        	
                Agreed
      and Accepted

              	
                Agreed
      and Accepted

              
	 
      	 
      
	
                For
      and on behalf of

              	
                For
      and on behalf of

              
	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES

                COMPANY
      LIMITED

              	
                AIRBUS
      SNC

              
	 
      	 
      
	
                By
      : /s/ Yuan Xinan

              	
                By:
      /s/ Guy Brunon

              
	 
      	 
      
	
                Name:
      Yuan Xinan

              	
                Name:
      Guy Brunon

              
	 
      	 
      
	
                Title:
      Vice President

              	
                Title:
      VP Contracts

              
	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES (GROUP)

              	
                WHITNESSED
      BY:

              
	
                IMPORT
      AND EXPORT TRADING

              	 
      
	
                CORPORATION

              	 
      
	 
      	 
      
	
                By:
      /s/ Zhou Yongqian

              	
                By:
      /s/ Laurence Barron

              
	 
      	 
      
	
                Name:
      Zhou Yongqian

              	
                Name:
      Laurence Barron

              
	 
      	 
      
	
                Title:
      General Manager

              	
                Title:
      President Airbus China

              
	 
      	 
      
	
                Date:  April
      9, 2004

              	 
      


      

    

    


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

    


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– CSN – 01/04

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    LETTER AGREEMENT No.
3

    


    CHINA
SOUTHERN AIRLINES

    COMPANY
LIMITED

    


    Bai Yun
Airport

    


    Guangzhou
510405

    


    People’s
Republic of China

    


    Subject
: A320 Performance
Guarantees CFM


    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION ("the Buyer") and AIRBUS
SNC ("the Seller") have entered into a Purchase Agreement ("the Agreement")
dated as of even date herewith which covers the manufacture and the sale by the
Seller and the purchase by the Buyer of the Aircraft as described in the
Agreement.

    


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

    


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

    


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

    


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    LETTER AGREEMENT No.
3

    


    1.                  AIRCRAFT
CONFIGURATION

    


    The
guarantees defined below ("the Guarantees") are applicable to the A320-200
Aircraft as described in the Standard Specification *** with design weights
of:

    
      
        	
                Maximum
      Take-off Weight (MTOW)

              	
                ***

              
	
                Maximum
      Landing Weight (MLW)

              	
                ***

              
	
                Maximum
      Zero Fuel Weight (MZFW)

              	
                ***

              


      

    

    


    and as
amended by the Specification Change Notices (“SCN”) for:

    


    (i)       fitting
of CFM International CFM56-5B4/P (SAC) engines

    


    without
taking into account any further changes thereto as provided in the Agreement
(“the Specification”).


    


    
      	
              2.

            	
              GUARANTEED
      PERFORMANCE

            


    

    


    
      	
              2.1

            	
              Speed

            


    

    


    
      	
               
      

            	
              Level
      flight speed at an Aircraft gross weight of *** at a pressure altitude of
      *** in ISA conditions using a thrust not exceeding maximum cruise thrust
      shall be not less than the guaranteed Mach number value of : ***.

            


    

    


    
      	
              2.2

            	
              Specific
      Range

            


    

    


    The
average nautical miles per kilogram of fuel at the weights and
altitudes  defined below in ISA conditions at a true Mach number of
***

    
      
        	
                Weight

              	
                Pressure
      Altitude

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              


      

    

    shall be
not less than a guaranteed value of : ***.

    


    
      	
              2.3

            	
              Take-off

            


    

    


    JAR
take-off field length at an Aircraft gross weight of *** at the start of ground
run at sea level pressure altitude in ISA+15°C conditions shall be not
more than a guaranteed value of : ***.

    


    
      	
              2.4

            	
              Second Segment
      Climb

            


    

    


    The
Aircraft shall meet JAR regulations for one engine inoperative climb after
take-off, undercarriage retracted, at a weight corresponding to the stated
weight at the start of ground run at the altitude and temperature and in the
configuration of flap angle and safety speed required to comply with the
performance guaranteed in paragraph 2.3

    
       

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

    

    
       

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    LETTER AGREEMENT No.
3

    


    
      	
              2.5

            	
              Landing Field
      Length

            


    

    


    JAR
certified dry landing field length at an Aircraft gross weight of *** at sea
level pressure altitude shall be not more than a guaranteed value of : ***.

    


    
      	
              2.6

            	
              En-route One Engine
      Inoperative

            


    

    


    The
Aircraft shall meet JAR regulations minimum en-route climb one engine
inoperative and the other operating at the maximum continuous thrust with
anti-icing off at an Aircraft gross weight of *** in the cruise configuration in
ISA conditions at a guaranteed geometric altitude of not less than : ***.


    


    
      	
              3.

            	
              MANUFACTURER'S WEIGHT
      EMPTY

            


    

    


    The
Seller guarantees a Manufacturer's Weight Empty of ***

    


    This is
the Manufacturer's Weight Empty as defined in Section 13-10.00.00 of the
Specification amended by the SCN’s as defined in paragraph 1 above and is
subject to adjustment as defined in paragraph 6.


    


    4.             
        GUARANTEE
CONDITIONS

    


    
      	
              4.1.

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

            


    

    


    
      	
              4.2.

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

            


    

    


    
      	
              4.2.1.

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

            


    

    


    
      	
              4.3.

            	
              Climb,
      cruise and descent performance associated with the Guarantees will include
      allowances for normal electrical load and for normal engine air bleed and
      power extraction associated with maximum cabin differential pressure as
      defined in Section 21-30.31 of the Specification. Cabin air conditioning
      management during performance demonstration as described in paragraph 5.3
      may be such as to optimize the Aircraft performance while meeting the
      minimum air conditioning requirements defined above. Unless otherwise
      stated no air will be bled from the engines for
  anti-icing.

            


    

    Cruise
performance at *** and above is based on a centre of gravity position of
***

    


    
      	
              4.4.

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

            


    

    


    
      	
              4.5.

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

            


    

     

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

    


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      LETTER AGREEMENT No.
3

    

    


    
      	
              5.

            	
              GUARANTEE
      COMPLIANCE

            


    

    


    
      	
              5.1.

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

            


    

    


    
      	
              5.2.

            	
              Compliance
      with the take-off, second segment, en-route one engine inoperative and
      landing elements of the Guarantees will be demonstrated with reference to
      the approved Flight Manual.

            


    

    


    
      	
              5.3.

            	
              Compliance
      with those parts of the guarantees defined in paragraph 2 not covered by
      the requirements of the certifying Airworthiness Authority shall be
      demonstrated by calculation based on data obtained during flight tests
      conducted on one (or more, at the Seller's discretion) A320-200 aircraft
      of the same aerodynamic configuration as those Aircraft purchased by the
      Buyer and incorporated in the In-Flight Performance Program and data bases
      ("the IFP") appropriate to the
Aircraft..

            


    

    


    
      	
              5.4.

            	
              Compliance
      with the Manufacturer's Weight Empty guarantee defined in paragraph 3
      shall be demonstrated with reference to a weight compliance
      report.

            


    

    
      	
              5.5.

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

            


    

    


    
      	
              5.6.

            	
              Compliance
      with the Guarantees is not contingent on engine performance defined in the
      engine manufacturer's
specification.

            


    

    


    
      	
              5.7.

            	
              The
      Seller undertakes to furnish the Buyer with a report or reports
      demonstrating compliance with the Guarantees at, or as soon as possible
      after, the delivery of each of the Buyer's A320-200
    Aircraft

            


    

    


    
      	
              6.

            	
              ADJUSTMENT OF
      GUARANTEES

            


    

    


    
      	
              6.1.

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

            


    

    


    
      	
              6.2.

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

            


    

    
      	
               
      

            	
              b)

            	
              Any
      further configuration change which is the subject of a
  SCN

            


    

    
      	
               
      

            	
              b)

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

            


    

    


    
      	
              7.

            	
              EXCLUSIVE
      GUARANTEES

            


    

    


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

    


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

    


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      LETTER AGREEMENT No.
3

    

     

    
      	
              8.

            	
              ***

            


    

     

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

    


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    LETTER AGREEMENT No.
3

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

    


    
      
        
          
            	
                    Agreed and Accepted

                  	 
      	
                    Agreed
      and Accepted

                  
	 
      	 
      	 
      
	
                    For
      and on behalf of

                  	 
      	
                    For
      and on behalf of

                  
	 
      	 
      	 
      	 
      	 
      
	
                    CHINA
      SOUTHERN AIRLINES

                  	 
      	
                    AIRBUS
      SNC

                  
	
                    COMPANY
      LIMITED

                  	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By
      :

                  	
                    /s/
      Yuan Xinan

                  	 
      	
                    By:

                  	
                    /s/
      Guy Brunon

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Name:
      Yuan Xinan

                  	 
      	
                    Name:
      Guy Brunon

                  
	 
      	 
      	 
      
	
                    Title:
      Vice President

                  	 
      	
                    Title:
      VP Contracts

                  
	 
      	 
      	 
      	 
      	 
      
	
                    CHINA
      SOUTHERN AIRLINES (GROUP)

                  	 
      	
                    WHITNESSED
      BY:

                  
	
                    IMPORT
      AND EXPORT TRADING

                  	 
      	 
      
	
                    CORPORATION

                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                    By:

                  	
                    /s/
      Zhou Yongqian

                  	 
      	
                    By:

                  	
                    /s/
      Laurence Barron

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Name:
      Zhou Yongqian

                  	 
      	
                    Name:
      Laurence Barron

                  
	 
      	 
      	 
      
	
                    Title:
      General Manager

                  	 
      	
                    Title:
      President Airbus China

                  
	 
      	 
      	 
      	 
      	 
      
	
                    Date:  April
      9, 2004

                  	 
      	 
      	 
      


          

        

      

    

     

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

    


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    LETTER AGREEMENT No.
4

     

    CHINA
SOUTHERN AIRLINES

    


    COMPANY
LIMITED

    


    Bai Yun
Airport

    


    Guangzhou
510405

    


    People’s
Republic of China

    


    Subject
: ***


    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION ("the Buyer") and AIRBUS
SNC ("the Seller") have entered into a Purchase Agreement ("the Agreement")
dated as of even date herewith which covers the manufacture and the sale by the
Seller and the purchase by the Buyer of the Aircraft as described in the
Agreement.

    


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

    


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

    


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

    


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    LETTER AGREEMENT No.
4

    


    If
requested, the Seller will support the Buyer by applying to the Export Credit
Agencies of France (COFACE), Germany (HERMES) and the United Kingdom (ECGD) (the
“Export Credit Agencies”) to obtaining financing through European Export Credit
for the acquisition of the relevant Aircraft.

    


    In this
respect, the Seller and the Buyer will need to co-operate closely to provide all
necessary information as may be requested by the Export Credit Agencies,
including detailed financial information, in due course.

    


    Subject
(i) to the approval of the European authorities responsible for export credits
and (ii) to the unrestricted support of the Export Credit Agencies, a Facility
(as defined hereinbelow) may be granted to the Buyer.

    


    The
Export Credit Agencies, ***:

    


    
      (1)  
***

    

     

    (2)   ***

    


    ***

    


    The terms
and conditions under which a Facility may be granted to the Buyer as at the date
hereof are described in Appendix A attached but such terms and conditions may be
subject to review by the Export Credit Agencies. ***. The Seller shall assist
the Buyer in any discussion with the Export Credit Agencies related to the
implementation of these new rules.

    


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

    


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    LETTER AGREEMENT No.
4

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

     

    
      
        
          	
                  Agreed
      and Accepted

                	 
      	
                  Agreed
      and Accepted

                
	 
      	 
      	 
      
	
                  For
      and on behalf of

                	 
      	
                  For
      and on behalf of

                
	 
      	 
      	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES

                	 
      	
                  AIRBUS
      SNC

                
	
                  COMPANY
      LIMITED

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By
      :

                	
                  /s/
      Yuan Xinan

                	 
      	
                  By:

                	
                  /s/
      Guy Brunon

                
	 
      	 
      	 
      	 
      	 
      
	
                  Name:
      Yuan Xinan

                	 
      	
                  Name:
      Guy Brunon

                
	 
      	 
      	 
      
	
                  Title:
      Vice President

                	 
      	
                  Title:
      VP Contracts

                
	 
      	 
      	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES (GROUP)

                	 
      	
                  WHITNESSED
      BY:

                
	
                  IMPORT
      AND EXPORT TRADING

                	 
      	 
      
	
                  CORPORATION

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/
      Zhou Yongqian

                	 
      	
                  By:

                	
                  /s/
      Laurence Barron

                
	 
      	 
      	 
      	 
      	 
      
	
                  Name:
      Zhou Yongqian

                	 
      	
                  Name:
      Laurence Barron

                
	 
      	 
      	 
      
	
                  Title:
      General Manager

                	 
      	
                  Title:
      President Airbus China

                
	 
      	 
      	 
      	 
      	 
      
	
                  Date:  April
      9, 2004

                	 
      	 
      	 
      


        

      

    

    


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

    


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      LETTER AGREEMENT No.
4

    

    


    
      APPENDIX
A

    

    


    
      	
              1.

            	
              GENERAL TERMS AND
      CONDITIONS

            


    

    


    
      	
               
      

            	
              ***

            


    

    
       
[***Following six
pages omitted***]

    

    


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

    


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    LETTER AGREEMENT No.
5

    


    CHINA
SOUTHERN AIRLINES

    COMPANY
LIMITED

    


    
      Bai Yun
Airport

    

    


    
      Guangzhou
510405

    

    


    
      People’s
Republic of China

    

    


    SUBJECT
: ***

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION ("the Buyer") and AIRBUS SNC ("the Seller") have
entered into a Purchase Agreement ("the Agreement") dated as of even date
herewith which covers the manufacture and the sale by the Seller and the
purchase by the Buyer of the Aircraft as described in the
Agreement.

    


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

    


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

     

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

    


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    LETTER AGREEMENT No.
5

    


    China
Aviation Supplies Import and Export Corporation (“CASC”) and the Seller have
entered into a General Terms Agreement dated as of April 25th, 2003 (the “GTA”)
by which CASC is willing to purchase thirty (30) Aircraft (the “Thirty
Aircraft”) from Airbus, ***.

     

    ***

    


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

    


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      LETTER AGREEMENT No.
5

    

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.


    


    
      
        
          	
                  Agreed
      and Accepted

                	 
      	
                  Agreed
      and Accepted

                
	 
      	 
      	 
      
	
                  For
      and on behalf of

                	 
      	
                  For
      and on behalf of

                
	 
      	 
      	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES

                	 
      	
                  AIRBUS
      SNC

                
	
                  COMPANY
      LIMITED

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By
      :

                	
                  /s/
      Yuan Xinan

                	 
      	
                  By:

                	
                  /s/
      Guy Brunon

                
	 
      	 
      	 
      	 
      	 
      
	
                  Name:
      Yuan Xinan

                	 
      	
                  Name:
      Guy Brunon

                
	 
      	 
      	 
      
	
                  Title:
      Vice President

                	 
      	
                  Title:
      VP Contracts

                
	 
      	 
      	 
      	 
      	 
      
	
                  Date:  April
      9, 2004

                	 
      	
                  Date:  April
      9, 2004

                
	 
      	 
      	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES (GROUP)

                	 
      	
                  WHITNESSED
      BY:

                
	
                  IMPORT
      AND EXPORT TRADING

                	 
      	 
      
	
                  CORPORATION

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/
      Zhou Yongqian

                	 
      	
                  By:

                	
                  /s/
      Laurence Barron

                
	 
      	 
      	 
      	 
      	 
      
	
                  Name:
      Zhou Yongqian

                	 
      	
                  Name:
      Laurence Barron

                
	 
      	 
      	 
      
	
                  Title:
      General Manager

                	 
      	
                  Title:
      President Airbus China

                
	 
      	 
      	 
      	 
      	 
      
	
                  Date:  April
      9, 2004

                	 
      	
                  Date:  April
      9, 2004

                


        

      

    

    


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

    


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      LETTER AGREEMENT No.
6

    

    


    
      CHINA
SOUTHERN AIRLINES

    

    
      COMPANY
LIMITED

    

    


    
      Bai Yun
Airport

    

    


    
      Guangzhou
510405

    

    


    
      People’s
Republic of China

    

    


    
      SUBJECT :
MISCELLANEOUS

    

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION ("the Buyer") and AIRBUS
SNC ("the Seller") have entered into a Purchase Agreement ("the Agreement")
dated as of even date herewith which covers the manufacture and the sale by the
Seller and the purchase by the Buyer of the Aircraft as described in the
Agreement.

    


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

    


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

    


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

    


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      LETTER AGREEMENT No.
6

       

    

    
      	
              1.

            	
              CLAUSE
      5 PAYMENTS

            


    

    


    
      	
              1.1

            	
              The
      parties agree to add to sub-Clause 5.3.2 the following
      sentence:

            


    

    


    QUOTE

    


    ***

    


    UNQUOTE

    


    
      	
              1.2

            	
              The
      Buyer and the Seller acknowledge that sub-Clause 5.3.5 of this Agreement
      shall not be applicable.

            


    

    


    
      	
              1.3

            	
                  
      The parties agree to delete sub-Clause 5.8.1 in its entirety and replace
      it with the following:

            


    

    


    QUOTE

    


    
      	
            	
              5.8.1

            	
              ***

            


    

    


    UNQUOTE

    


    
      	
              1.4

            	
              The
      parties agree to delete sub-Clause 5.9 in its entirety and replace it with
      the following:

            


    

    


    QUOTE

    


    
      	
            	
              5.9

            	
              ***

            


    

    


    UNQUOTE

    


    
      	
              2. 

            	
              CLAUSE 7
      CERTIFICATION

            


    

    


    
      	
              2.1

            	
                  
      Notwithstanding the terms of sub-Clause 7.3.1 (ii) the parties agree to
      add the following sentence to sub-Clause 7.3.1
  (ii):

            


    

    


    QUOTE

    


    ***

    


    UNQUOTE

    


    
      	
              2.2

            	
                           
      The parties agree to add to sub-Clause 7.4.1 the following
      sentence:

            


    

    


    QUOTE

    


    ***

    


    UNQUOTE


    


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

    


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      LETTER AGREEMENT No.
6

       

    

    
      	
              3. 

            	
              CLAUSE 8 BUYER'S
      TECHNICAL ACCEPTANCE

            


    

    


    The
parties agree to delete the second (2nd)
paragraph of sub-Clause 8.4 in its entirety and replace it with the
following:

    


    
      	
            	
              
              

            	
              QUOTE

            


    

    


    ***

    


    UNQUOTE

    


    
      	
              4. 

            	
              CLAUSE 9
      DELIVERY

            


    

    


    
      	
              4.1

            	
              The
      parties agree to delete sub-Clause 9.3.2 in its entirety and replace it
      with the following:

            


    

    


    QUOTE

    


    
      	
            	
              9.3.2

            	
              ***

            


    

    


    
      	
            	
              9.3.3

            	
              ***

            


    

    


    UNQUOTE

    


    
      	
              4.2

            	
              The
      parties agree to add to sub-Clause 9.1.1 the following
      sentences:

            


    

    


    
      	
               
      

            	
              QUOTE

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    UNQUOTE


    


    
      	
              5. 

            	
              CLAUSE 10 EXCUSABLE
      DELAY

            


    

    


    
      	
               
      

            	
                
      The parties agree to delete sub-Clause 10.5 in its entirety and replace it
      with the following:

            


    

    


    QUOTE

    


    
      	
               
      

            	
              10.5

            	
              ***

            


    

    


    UNQUOTE


    


    
      	
              6.

            	
              CLAUSE 11 NON
      EXCUSABLE DELAY

            


    

    


    
      	
              6.1

            	
                
      The parties agree to delete sub-Clause 11.1 in its entirety and replace it
      with the following:

            


    

    


    
      	
               
      

            	
              QUOTE

            


    

    


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

    


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      LETTER AGREEMENT No.
6

    

     

    
      	
               
      

            	
              11.1

            	
              Liquidated
      Damages

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              The
      amount of such *** in respect of any A320
  Aircraft.

            


    

    


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

    


    
      	
            	
              2.

            	
              UNQUOTE

            


    

    


    
      	
              6.2

            	
              The
      parties agree to delete sub-Clause 11.3 in its entirety and replace it
      with the following:

            


    

    


    
      	
               
      

            	
              QUOTE

            


    

    


    
      	
               
      

            	
              11.3

            	
              If
      as a result of Non-Excusable Delay, Delivery does not occur in the period
      falling *** after the Delivery Period and the parties have not
      renegotiated the Delivery Date pursuant to Clause 11.2, either party
      shall have the right exercisable by written notice to the other party,
      given not less than *** nor more than *** after expiration of such *** to
      terminate this Agreement in respect of the affected Aircraft and neither
      party shall have any claim against the other in respect of such
      nondelivery ***

            


    

     

    ***

    
      	
            	
               
      

            	
              UNQUOTE

            


    

    


    
      	
              7.

            	
              CLAUSE 12
      WARRANTY

            


    

    


    
      	
              7.1

            	
              The
      parties agree to add to sub-Clause 12.1.6 (ii) the following
      sentence:

            


    

    


    QUOTE

    


    ***

    


    UNQUOTE

    


    
      	
              7.2

            	
              The
      parties agree to delete the last sentence of sub-Clause 12.1.6 (iii) and
      replace it by the following
sentence:

            


    

    


    QUOTE

    


    ***

    


    
      UNQUOTE

    

    


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

    


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      LETTER AGREEMENT No.
6

       

    

    
      	
              7.3

            	
              The
      parties agree to delete the first paragraph of sub-Clause 12.1.6 (iv) in
      its entirety and add to sub-Clause 12.1.6 (iv) the following
      sentence:

            


    

    


    QUOTE

    


    ***

    


    
      UNQUOTE

    

    


    
      	
              7.4

            	
              In
      reference to sub-Clause 12.1.6 (iv), should the Seller's personnel perform
      work on the Buyer's Aircraft, the Buyer will provide a copy of the
      insurance certificate as stated in the then current Airbus General Terms
      and Conditions of Supply for Products and Services as published in the
      Customer Services Catalog, whereby the Seller request the Buyer to cover
      Seller's personnel in the Buyer's insurance as "ADDITIONALLY
      INSUREDS". 

            


    

    
      	
               
      

            	
               

            


    

    For
clarification purposes, ***

    


    
      	
              7.5

            	
              The
      parties agree to add to sub-Clause 12.4.1 the following
      sentence:

            


    

    


    QUOTE

    


    ***

    


    
      UNQUOTE

    

     

    
      	
              8.

            	
              CLAUSE
      14  TECHNICAL DATA AND SOFTWARE
  SERVICES

            


    

    


    
      
        	
                8.1 

              	
                The
      parties agree to delete sub-Clause 14.5 in its entirety and replace it
      with the following:

              


      

    

    


    
      QUOTE

    

    


    
      Revision
service shall be provided *** for a period of *** under this
Agreement.

    

    


    
      ***

    

    


    
      ***

    

    


    UNQUOTE

    


    
      	
              8.2

            	
              The
      parties agree to add to sub-Clause 14.10.2 the
  following:

            


    

    


    QUOTE

    


    The
Seller will grant to the Buyer *** the AirN@v ***

    


    
      UNQUOTE

    

    


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

    


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      LETTER AGREEMENT No.
6

       

    

    
      	
              9.

            	
              CLAUSE 15 SELLER
      REPRESENTATIVE

            


    

    


    
      The Buyer
and the Seller acknowledge that sub-Clause 15.3.2, 15.3.3, 15.3.4 and 15.3.6 of
this Agreement shall not be applicable.

    

     

    
      	
              10.

            	
              CLAUSE 16 TRAINING AND
      TRAINING AIDS

            


    

    


    
      	
              10.1

            	
              The
      parties agree to delete the sub-Clause 16.4.3 in its entirety and replace
      it by the following:

            


    

    


    
      QUOTE

    

    


    
      ***

    

    


    
      UNQUOTE

    

    


    
      
        
          	
                  10.2

                	
                         
      The Buyer and the Seller acknowledge that sub-Clause 16.6.2.3 of this
      Agreement shall not be
applicable.

                


        

      

    

    


    
      	
              10.3 

            	
              The
      parties agree to add to sub-Clause 16.8.1 the following
      sentences:

            


    

    


    QUOTE

    


    ***

    


    
      UNQUOTE

    

    


    
      	
              10.4 

            	
              The
      parties agree to add to Appendix A to Clause 16 the following
      sentence:

            


    

    


    QUOTE

    


    ***

    


    UNQUOTE

    


    
      	
              10.5

            	
              The
      parties agree to add to Appendix A to Clause 16 the following
      paragraph:

            


    

    


    
      QUOTE

    

    


    
      ***

    

    


    
      UNQUOTE

    

     

    
      	
              11.

            	
              CLAUSE
      22 MISCELLANEOUS
      PROVISIONS

            


    

    


    The
parties agree to delete the sub-Clause 22.4.2 in its entirety and replace it by
the following:

    


    QUOTE

    


    In the
event a dispute arises out of or in connection with the transaction contemplated
herein, *** then either party may submit the dispute for final decision by
arbitration to the Rules of Conciliation and Arbitration of the International
Chamber of Commerce by three (3) arbitrators appointed in accordance with such
rules.

    


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

    


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      LETTER AGREEMENT No.
6

       

    

    Arbitration
shall take place in London in the English language.

    


    UNQUOTE

    


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

    


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      LETTER AGREEMENT No.
6

    

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

     

    
      
        
          	
                  Agreed
      and Accepted

                	 
      	
                  Agreed
      and Accepted

                
	 
      	 
      	 
      
	
                  For
      and on behalf of

                	 
      	
                  For
      and on behalf of

                
	 
      	 
      	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES

                	 
      	
                  AIRBUS
      SNC

                
	
                  COMPANY
      LIMITED

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By
      :

                	
                  /s/
      Yuan Xinan

                	 
      	
                  By:

                	
                  /s/
      Guy Brunon

                
	 
      	 
      	 
      	 
      	 
      
	
                  Name:
      Yuan Xinan

                	 
      	
                  Name:
      Guy Brunon

                
	 
      	 
      	 
      
	
                  Title:
      Vice President

                	 
      	
                  Title:
      VP Contracts

                
	 
      	 
      	 
      	 
      	 
      
	
                  Date:  April
      9, 2004

                	 
      	
                  Date:  April
      9, 2004

                
	 
      	 
      	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES (GROUP)

                	 
      	
                  WHITNESSED
      BY:

                
	
                  IMPORT
      AND EXPORT TRADING

                	 
      	 
      
	
                  CORPORATION

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/
      Zhou Yongqian

                	 
      	
                  By:

                	
                  /s/
      Laurence Barron

                
	 
      	 
      	 
      	 
      	 
      
	
                  Name:
      Zhou Yongqian

                	 
      	
                  Name:
      Laurence Barron

                
	 
      	 
      	 
      
	
                  Title:
      General Manager

                	 
      	
                  Title:
      President Airbus China

                
	 
      	 
      	 
      	 
      	 
      
	
                  Date:  April
      9, 2004

                	 
      	
                  Date:  April
      9, 2004

                


        

      

    

    


    


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

    


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    SIDE LETTER No.
1

    


    CHINA
SOUTHERN AIRLINES

    COMPANY
LIMITED

    Bai Yun
Airport

    Guangzhou
510405

    People’s
Republic of China

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION ("the Buyer") and AIRBUS
SNC ("the Seller") have entered into a Purchase Agreement ("the Agreement")
dated as of even date herewith which covers the manufacture and the sale by the
Seller and the purchase by the Buyer of the Aircraft as described in the
Agreement.

    


    Now, with
respect to the Aircraft, the Buyer and the Seller agree the
following:

    


    ***

    


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

    


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    SIDE LETTER No.
1

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Side
Letter to the Seller.

    


    
      
        
          	
                  Agreed
      and Accepted

                	 
      	
                  Agreed
      and Accepted

                
	 
      	 
      	 
      
	
                  For
      and on behalf of

                	 
      	
                  For
      and on behalf of

                
	 
      	 
      	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES

                	 
      	
                  AIRBUS
      SNC

                
	
                  COMPANY
      LIMITED

                	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By
      :

                	
                  /s/
      Yuan Xinan

                	 
      	
                  By:

                	
                  /s/
      Guy Brunon

                
	 
      	 
      	 
      	 
      	 
      
	
                  Name:
      Yuan Xinan

                	 
      	
                  Name:
      Guy Brunon

                
	 
      	 
      	 
      
	
                  Title:
      Vice President

                	 
      	
                  Title:
      VP Contracts

                
	 
      	 
      	 
      	 
      	 
      
	
                  Date:  April
      9, 2004

                	 
      	
                  Date:  April
      9, 2004

                
	 
      	 
      	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES (GROUP)

                	 
      	
                  WHITNESSED
      BY:

                
	
                  IMPORT
      AND EXPORT TRADING

                	 
      	 
      
	
                  CORPORATION

                	 
      	 
      
	 
      	 
      	 
      	 
      	 
      
	
                  By:

                	
                  /s/
      Zhou Yongqian

                	 
      	
                  By:

                	
                  /s/
      Laurence Barron

                
	 
      	 
      	 
      	 
      	 
      
	
                  Name:
      Zhou Yongqian

                	 
      	
                  Name:
      Laurence Barron

                
	 
      	 
      	 
      
	
                  Title:
      General Manager

                	 
      	
                  Title:
      President Airbus China

                
	 
      	 
      	 
      	 
      	 
      
	
                  Date:  April
      9, 2004

                	 
      	
                  Date:  April
      9, 2004

                


        

      

    

    


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

    


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    Side
Letter 1 - Page 2/2

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

     

    SIDE LETTER No.
2

    


    CHINA
SOUTHERN AIRLINES

    COMPANY
LIMITED

    Bai Yun
Airport

    Guangzhou
510405

    People’s
Republic of China

    


    Subject
: ***

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION ("the Buyer") and AIRBUS
SNC ("the Seller") have entered into a Purchase Agreement ("the Agreement")
dated as of even date herewith which covers the manufacture and the sale by the
Seller and the purchase by the Buyer of the Aircraft as described in the
Agreement.

    


    Now, with
respect to the Aircraft, the Buyer and the Seller agree the
following:

    


    ***

    


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

    


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Letter 2 - Page 1/2


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIDE LETTER No.
2

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

     

    
      
        
          	
                  Agreed
      and Accepted

                	 
      	
                  Agreed
      and Accepted

                
	 
      	 
      	 
      
	
                  For
      and on behalf of

                	 
      	
                  For
      and on behalf of

                
	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES

                	 
      	
                  AIRBUS
      SNC

                
	
                  COMPANY
      LIMITED

                	 
      	 
      
	 
      	 
      	 
      
	
                  By
      : /s/ Yuan Xinan

                	 
      	
                  By:
      /s/ Guy Brunon

                
	 
      	 
      	 
      
	
                  Name:
      Yuan Xinan

                	 
      	
                  Name:
      Guy Brunon

                
	 
      	 
      	 
      
	
                  Title:
      Vice President

                	 
      	
                  Title:
      VP Contracts

                
	 
      	 
      	 
      
	
                  Date:  April
      9, 2004

                	 
      	
                  Date:  April
      9, 2004

                
	 
      	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES (GROUP)

                	 
      	
                  WHITNESSED
      BY:

                
	
                  IMPORT
      AND EXPORT TRADING

                	 
      	 
      
	
                  CORPORATION

                	 
      	 
      
	 
      	 
      	 
      
	
                  By:
      /s/ Zhou Yongqian

                	 
      	
                  By:
      /s/ Laurence Barron

                
	 
      	 
      	 
      
	
                  Name:
      Zhou Yongqian

                	 
      	
                  Name:
      Laurence Barron

                
	 
      	 
      	 
      
	
                  Title:
      General Manager

                	 
      	
                  Title:
      President Airbus China

                
	 
      	 
      	 
      
	
                  Date:  April
      9, 2004

                	 
      	
                  Date:  April
      9, 2004

                


        

      

    

     

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

    


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    A319/A320

    


    PURCHASE
AGREEMENT

    


    BETWEEN

    


    AIRBUS
SNC

    


    as
Seller

    


    AND

    


    CHINA SOUTHERN AIRLINES COMPANY LIMITED

    


    as
Airline

    


    AND

    


    CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND EXPORT

    TRADING CORPORATION

    


    as
Trading Corporation

    


    Both
Airline and Trading Corporation as Buyer

    


    (Reference
No. 04HMB0101FR)

    


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

    


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    CONTENTS

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                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

                              	 


                      

                    

                  

                

              

            

          

        

      

    

     

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

    


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    CONTENTS

    


    
      
        
          
            
              
                	
                        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

                      	
                        MATERIEL
      AND SUPPLY SERVICES

                      	 


              

            

          

        

      

    

     

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

    


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– CSN – 01/04

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    Forward -
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    A319/A320 PURCHASE
AGREEMENT

    


    This
A319/A320 Purchase Agreement (the "Agreement") is made as of
April 9,  2004.

    


    BETWEEN
:

    


    AIRBUS, a société en nom collectif
created and existing under French law having its registered office at 1
Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the
Toulouse Registre du
Commerce under number RCS Toulouse C 302 609 607 (hereinafter referred to
as the "Seller") of the
one part,

    


    AND
:

    


    CHINA SOUTHERN AIRLINES COMPANY
LIMITED, having its principal office at Bai Yun Airport, Guangzhou
510405, People's Republic of China (hereinafter referred to as the “Airline”) of the other
part,

    


    AND

    


    CHINA SOUTHERN AIRLINES (GROUP)
IMPORT AND EXPORT TRADING CORPORATION, having its principal office at Bai
Yun Airport, Guangzhou 510405, People's Republic of China (hereinafter referred
to as the “Trading
Corporation”, the Airline and the Trading Corporation hereinafter
referred to jointly and severally as the Buyer).

    


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

    


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

    


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    NOW
THEREFORE IT IS AGREED AS FOLLOWS:

    


    
      	
              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.

                                      
	 	 
      	 	 
      
	 	
                                        Aircraft

                                      	 	
                                        means
      (i) an Airbus A319-100 aircraft including the Airframe, the Propulsion
      Systems, and any part, component, furnishing or equipment installed on the
      Aircraft on Delivery under the terms and conditions of this Agreement (the
      “A319 Aircraft”) or (ii) an Airbus A320-200 aircraft including the
      Airframe, the Propulsion Systems, and any part, component, furnishing or
      equipment installed on the Aircraft on Delivery under the terms and
      conditions of this Agreement (the “A320 Aircraft”).

                                      
	 	 
      	 	 
      
	 	
                                        Aircraft
      Training Services

                                      	 	
                                        means
      all training courses, flight training, line training, flight assistance,
      line assistance, maintenance support, maintenance training (including On
      the Job Training and Engine Run Up) or training support performed on
      aircraft and provided to the Buyer pursuant to this
    Agreement.

                                      
	 	 
      	 	 
      
	 	
                                        Airframe

                                      	 	
                                        means
      the Aircraft excluding the Propulsion Systems.

                                      
	 	 
      	 	 
      
	 	
                                        Airframe
      Basic Price

                                      	 	
                                        has
      the meaning set out in Clause 3.1.

                                      
	 	 
      	 	 
      
	 	
                                        Airframe
      Price Revision

                                      	 	 
      
	 	
                                        Formula

                                      	 	
                                        is
      set out in Part 1 of Exhibit C.

                                      
	 	 
      	 	 
      
	 	
                                        Aviation
      Authority

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

                                      
	 	 
      	 	 
      
	 	
                                        Balance
      of Final Price

                                      	 	
                                        has
      the meaning set out in Clause 5.4.1.

                                      
	 	 
      	 	 
      
	 	
                                        Basic
      Price

                                      	 	
                                        means
      the sum of the Airframe Basic Price and the Propulsion Systems Basic
      Price.

                                      
	 	 
      	 	 
      
	 	
                                        Bill
      of Sale

                                      	 	
                                        has
      the meaning set out in Clause 9.2.2.

                                      
	 	 
      	 	 
      
	 	
                                        Buyer
      Furnished

                                      	 	 
      
	 	
                                        Equipment

                                      	 	
                                        has
      the meaning set out in Clause 18.1.1.

                                      
	 	 	 	 
	 	
                                        Certificate
      of Acceptance

                                      	 	
                                        has
      the meaning set out in Clause
8.3.

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Clause 1-
1/4

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        
          
            
              
                
                  
                    	 	
                            Default
      Rate

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

                          
	 	 
      	 	 
      
	 	
                            Delivery

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

                          
	 	 
      	 	 
      
	 	
                            Delivery
      Date

                          	 	
                            means
      the date on which Delivery shall occur.

                          
	 	 
      	 	 
      
	 	
                            Delivery
      Location

                          	 	
                            means
      the facilities of the Seller at the location of final assembly of the
      Aircraft.

                          
	 	 
      	 	 
      
	 	
                            Excusable
      Delay

                          	 	
                            has
      the meaning set out in Clause 10.1.

                          
	 	 
      	 	 
      
	 	
                            Export
      Airworthiness

                          	 	 
      
	 	
                            Certificate

                          	 	
                            means
      an export certificate of airworthiness issued by the Aviation Authority of
      the Delivery Location.

                          
	 	 
      	 	 
      
	 	
                            Final
      Price

                          	 	
                            has
      the meaning set out in Clause 3.3

                          
	 	 
      	 	 
      
	 	
                            Ground
      Training Services

                          	 	
                            means
      all training courses performed in classrooms (classical or VACBI 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 not being Aircraft Training
  Services.

                          
	 	 
      	 	 
      
	 	
                            Manufacture
      Facilities

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

                          
	 	 
      	 	 
      
	 	
                            Materiel

                          	 	
                            has
      the meaning set out in Clause 1.1 of Exhibit H.

                          
	 	 
      	 	 
      
	 	
                            Members

                          	 	
                            means
      each of Airbus France S.A.S, Airbus Deutschland GmbH, Airbus Espana S.L.
      and Airbus UK Ltd.

                          
	 	 
      	 	 
      
	 	
                            Non-Excusable
      Delay

                          	 	
                            has
      the meaning set out in Clause 11.1.

                          
	 	 
      	 	 
      
	 	
                            Predelivery
      Payment

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

                          
	 	 
      	 	 
      
	 	
                            Propulsion
      Systems

                          	 	
                            has
      the meaning set out in Clause 2.2.

                          
	 	 
      	 	 
      
	 	
                            Propulsion
      Systems Basic

                          	 	 
      
	 	
                            Price

                          	 	
                            means
      the price of a set of Propulsion Systems as set out in Clause
      3.2.

                          
	 	 
      	 	 
      
	 	
                            Propulsion
      Systems

                          	 	 
      
	 	
                            Reference
      Price

                          	 	
                            means
      the reference price of a set of Propulsion Systems as set out in Part 2 of
      Exhibit C.

                          
	 	 
      	 	 
      
	 	
                            Propulsion
      Systems

                          	 	 
      


                  

                

              

            

          

        

      

       

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

        


        A319/A320
– CSN – 01/04

        CC-C
3370036/02

        Clause 1-
2/4



      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      


      
        
          
            
              
                	 	
                        Manufacturer

                      	 	
                        means
      the manufacturer of the Propulsion Systems as set out in Clause
      2.2.

                      
	 	 
      	 	 
      
	 	
                        Propulsion
      Systems Price

                      	 	
                        is
      set out in Part 2 of Exhibit C.

                      
	 	
                        Revision
      Formula

                      	 	 
      
	 	 
      	 	 
      
	 	
                        Ready
      for Delivery

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

                      
	 	 
      	 	 
      
	 	
                        Scheduled
      Delivery Month

                      	 	
                        has
      the meaning set out in Clause 9.1.

                      
	 	 
      	 	 
      
	 	
                        Seller’s
      Representatives

                      	 	
                        means
      the representatives of the Seller referred to in Clause
    15.1.

                      
	 	 	 	 
	 	
                        Seller
      Representatives

                      	 	 
      
	 	
                        Services

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

                      
	 	 
      	 	 
      
	 	
                        Seller
      Service Life Policy

                      	 	
                        has
      the meaning set out in Clause 12.2.

                      
	 	 
      	 	 
      
	 	
                        Spare
      Parts

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

                      
	 	 
      	 	 
      
	 	
                        Specification
      Change

                      	 	 
      
	 	
                        Notice
      or SCN

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

                      
	 	 
      	 	 
      
	 	
                        Specification

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

                      
	 	 
      	 	 
      
	 	
                        Standard
      Specification

                      	 	
                        means
      (i) the A319 standard specification document number J.000.01000 Issue 4
      Revision 1 dated April 30, 2001 for the A319 Aircraft a copy of which has
      been annexed hereto as Exhibit A or (ii) the A320 standard specification
      document number D.000.02000 Issue 5 Revision 1 dated April 30, 2001 for
      the A320 Aircraft a copy of which has been annexed hereto as Exhibit
      A.

                      
	 	 
      	 	 
      
	 	
                        Supplier

                      	 	
                        has
      the meaning set out in Clause 12.3.1.1.

                      
	 	 
      	 	 
      
	 	
                        Supplier
      Part

                      	 	
                        has
      the meaning set out in Clause 12.3.1.2.

                      
	 	 
      	 	 
      
	 	
                        Supplier
      Product

                      	 	 
      
	 	
                        Support
      Agreement

                      	 	
                        has
      the meaning set out in Clause 12.3.1.3.

                      
	 	 
      	 	 
      
	 	
                        Technical
      Data

                      	 	
                        has
      the meaning set out in Clause 14.1.

                      
	 	 
      	 	 
      
	 	
                        Total
      Loss

                      	 	
                        has
      the meaning set out in Clause 10.4.

                      
	 	 
      	 	 
      
	 	
                        Type
      Certificate

                      	 	
                        has
      the meaning set out in Clause
7.1.

                      


              

            

          

        

      

      
         

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

        


        A319/A320
– CSN – 01/04

        CC-C
3370036/02

        Clause 1-
3/4

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          
            
              
                	 	
                        Warranted
      Part

                      	 	
                        has
      the meaning set out in Clause
12.1.1.

                      


              

            

          

        

      

    

     

    
      
        	
                0.2

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

              


      

      


      
        	
                0.3

              	
                In
      this Agreement unless the context otherwise
  requires:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                references
      to Clauses, Appendices and Exhibits are to be construed as references to
      the Clauses of, and Appendices, 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.

                


        

      

      


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

    

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Clause 1-
4/4


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              1

            	
              SALE AND
      PURCHASE

            


    

     

    
      	
               
      

            	
              The
      Seller shall sell and deliver and the Buyer shall buy and take delivery
      twenty-one (21) Aircraft composed of six (6) A319 Aircraft and of fifteen
      (15) A320 Aircraft together with Spare Parts on the Delivery Date at the
      Delivery Location upon the terms and conditions contained in this
      Agreement.

            


    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Clause 1-
1/1

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              2

            	
              SPECIFICATION

            


    

    


    
      	
              2.1

            	
              Airframe
      Specification

            


    

    


    
      	
              2.1.1

            	
              Specification

            


    

    


    
      	
               
      

            	
              The
      Airframe shall be manufactured in accordance with the Standard
      Specification, as modified or varied prior to the date of this Agreement
      by the Specification Change Notices listed in Appendix 1 to Exhibit
      A.

            


    

    


    
      	
              2.1.2

            	
              Specification Change Notice
      (SCN)

            


    

    


    
      	
               
      

            	
              The
      Specification may be amended by written agreement between the parties in a
      Specification Change Notice after the date of this Agreement. 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 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.

            


    

    


    
      	
              2.1.4

            	
              Specification Change Notices
      for Certification

            


    

    


    
      	
               
      

            	
              The
      provisions relating to Specification Change Notices for certification are
      set out in Clauses 7.2. and
7.3.

            


    

    


    
      	
              2.1.5

            	
              Buyer Import
      Requirements

            


    

    


    
      	
               
      

            	
              The
      provisions relating to Specification Change Notices for Buyer import
      requirements are set out in
Clause 7.4.

            


    

    


    
      	
              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.

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 2-
1/2

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              2.2

            	
              Propulsion
      Systems

            


    

    


    
      	
               
      

            	
              The
      Airframe shall be equipped with a set of two (2) CFM INTERNATIONAL (CFM)
      Engines engines (the "Propulsion
      Systems"):

            


    

    


    
      
        
          
            
              	
                      Aircraft
      Type

                    	 	
                      CFM

                    
	 
      	 	 
      
	
                      A319
      Aircraft

                    	 	
                      CFM
      56-5B5/P

                    
	 
      	 	 
      
	
                      A320
      Aircraft

                    	 	
                      CFM
      56-5B4/P

                    


            

          

        

      

    

    


    
      	
              2.3

            	
              Customisation Milestones
      Chart

            


    

    


    
      	
               
      

            	
              Within
      *** following signature of the Agreement, the Seller shall provide the
      Buyer with a Customisation Milestones Chart setting out the minimum lead
      times prior to the Scheduled Delivery Month of the Aircraft, when 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.

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 2-
2/2

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              3

            	
              PRICES

            


    

    


    
      	
              3.1

            	
              A319 Aircraft Basic
      Price

            


    

    


    
      	
              3.1.1

            	
              The
      Airframe Basic Price is the sum of
:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Basic Price of the Airframe corresponding to the Standard Specification
      including Nacelles and Thrust Reversers, and excluding Buyer Furnished
      Equipment, which is:

            


    

    


    
      	
               
      

            	
              USD

            	
              ***

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
               
      

            	
              The
      Airframe Basic Price includes USD
***

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      budget sum of the  basic prices of all SCNs set forth in
      Appendix 1 to Exhibit "A", which is
:

            


    

    


    
      	
               
      

            	
              USD
      ***

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
              3.1.2

            	
              The
      Airframe Basic Price has been established in accordance with ***- (the
      "Base Period").

            


    

    


    
      	
              3.1.3

            	
              A319 Aircraft Propulsion Systems Basic
      Price

            


    

    


    
      	
               
      

            	
              CFM
      INTERNATIONAL Propulsion Systems

            


    

    


    
      	
               
      

            	
              The
      Basic Price of a set of two (2) CFM INTERNATIONAL CFM56-5B5/P Engines is
      :

            


    

    


    
      	
            	
              USD 

            	
              ***

            


    

    


    
      ***

    

    


    
      ***

    

    


    
      ***

    

    


    
      	
              3.2

            	
              A320 Aircraft Basic
      Price

            


    

    


    
      	
              3.2.1

            	
              The
      Airframe Basic Price is the sum of
:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      Basic Price of the Airframe corresponding to the Standard Specification
      including Nacelles and Thrust Reversers, and excluding Buyer Furnished
      Equipment, which is:

            


    

    


    
      	
            	
              USD

            	
              ***

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 3-
1/2

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    ***

    


    ***

    


    
      	
               
      

            	
              (ii)

            	
              the
      budget sum of the Basic Prices of the Specification Change Notices (SCNs)
      which is:

            


    

    


    
      	
            	
              USD

            	
                    ***

            


    

    


    
      ***

    

    


    
      	
              3.2.2

            	
              The
      Airframe Basic Price has been established in accordance with *** - (the
      "Base Period").

            


    

    


    
      	
              3.2.3

            	
              A320 Aircraft Propulsion Systems Basic
      Price

            


    

    


    
      	
               
      

            	
              CFM
      INTERNATIONAL Propulsion Systems

            


    

    


    
      	
               
      

            	
              The
      basic price of a set of two (2) CFM INTERNATIONAL CFM56-5B4/P Propulsion
      Systems including standard equipment
is :

            


    

    


    
      USD      
 ***

    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
               
      

            	
              ***

            


    

     

    
      
        	 	 
	
                3.3

              	
                Final
    Price

              


      

    

    


    
      	
               
      

            	
              ***

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 3-
2/2

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              4.

            	
              PRICE
      REVISION

            


    

    


    
      	
              4.1

            	
              Revision of Airframe Basic
      Price

            


    

    


    
      	
               
      

            	
              The
      Airframe Basic Price is subject to revision in accordance with the
      Airframe Price Revision Formula up to and including the Delivery Date as
      set forth in Part 1 of Exhibit C

            


    

    


    
      	
              4.2

            	
              Revision of Propulsion Systems
      Reference Price

            


    

    


    
      	
              4.2.1.

            	
              The
      Propulsion Systems Reference Price is subject to revision in accordance
      with the 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.

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 4-
1/1

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              5

            	
              PAYMENTS

            


    

    


    
      	
              5.1

            	
              Seller's
      Account

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
              5.2

            	
              Deposit

            


    

    


    
      	
               
      

            	
              ***.

            


    

    


    
      	
              5.3

            	
              Predelivery
      Payments

            


    

    


    
      	
              5.3.1

            	
              ***

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 5-
1/4

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              5.3.2

            	
              ***

            


    

    


    
      	
              5.3.3

            	
              ***

            


    

    


    
      	
              5.3.4

            	
              ***

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 5-
2/4

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              5.3.5

            	
              ***

            


    

    


    
      	
              5.4

            	
              Balance of Final
      Price

            


    

    


    
      	
              5.4.1

            	
              ***

            


    

    


    
      	
              5.4.2

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

            


    

    


    
      	
              5.5

            	
              Other
      Charges

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
              5.6

            	
              Method of
      Payment

            


    

    


    
      	
              5.6.1

            	
              All
      payments provided for in this Agreement shall be made in the United States
      Dollars (USD) in immediately available
funds.

            


    

    


    
      	
              5.6.2

            	
              All
      payments due to the Seller hereunder shall be made in full, without
      set-off, counterclaim, deduction or withholding of any
      kind.  Consequently, the Buyer shall procure that the sums
      received by the Seller under this Agreement shall be equal to the full
      amounts expressed to be due to the Seller hereunder, without deduction or
      withholding on account of and free from any and all taxes, levies,
      imposts, dues or charges of whatever nature.  If the Buyer is
      compelled by law to make any such deduction or withholding the Buyer shall
      pay such additional amounts as may be necessary in order that the net
      amount received by the Seller after such deduction or withholding shall 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.

            


    

    


    
      	
              5.7

            	
              Default
      Interest

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              ***.

            


    

    


    
      	
              5.8

            	
              Taxes

            


    

    


    
      	
              5.8.1

            	
              The
      amounts stated in this Agreement to be payable by the Buyer are exclusive
      of value added tax ("VAT") chargeable under the laws of the Delivery
      Location and accordingly the Buyer shall pay any VAT chargeable in respect
      of supplies to the Buyer as contemplated by this
  Agreement.

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 5-
3/4

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              5.8.2

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

            


    

    


    
      	
              5.8.3

            	
              The
      Buyer shall bear the costs of and pay any and all taxes, duties or similar
      charges of any nature whatsoever not assumed by the Seller under
      Clause 5.8.2 including but not limited to any duties or taxes due
      upon or in relation to the importation or registration of the Aircraft in
      the Buyer's country and/or any withholdings or deductions levied or
      required in the Buyer's country in respect of the payment to the Seller of
      any amount due by the Buyer
hereunder.

            


    

    


    
      	
              5.9

            	
              Set-Off

            


    

    


    
      	
               
      

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

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 5-
4/4

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              6

            	
              MANUFACTURE PROCEDURE –
      INSPECTION

            


    

    


    
      	
              6.1.

            	
              Manufacture
      Procedure

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              6.2

            	
              Inspection

            


    

    


    
      	
              6.2.1

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

            	
              the
      Buyer's Inspector(s) shall have access to such relevant technical data 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 the Members 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, the Seller shall furnish without
      additional charge suitable space and office equipment (including
      telephone, internet access, and shared fax and copy machines) in or
      conveniently located with respect to the Delivery Location for the use of
      a reasonable number of Buyer's
Inspector(s).

            


    

    


    
      	
               
      

            	
              ***

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 7-
1/3

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              7

            	
              CERTIFICATION

            


    

    


    
      	
              7.1

            	
              Type
      Certification

            


    

    


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

    


    
      	
              7.2

            	
              Export Airworthiness
      Certificate

            


    

    


    
      	
              7.2.1

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

            


    

    


    
      	
              7.2.2

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

            


    

    


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

    

    


    
      	
              7.3

            	
              Costs of SCNs for
      Certification

            


    

    


    
      7.3.1       
The costs
of implementing the variation or modification referred to in Clause 7.2.2
above shall be

    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      (ii)
shared
equally between the Seller and the Buyer if the Change in Law became effective
after the date of this Agreement.

    

    


    
      7.3.2.      
Notwithstanding
the provisions of sub-Clauses 7.3.1 (i) and (ii), if the Change in Law
relates to the Propulsion Systems ***, the costs shall be borne in accordance
with such arrangements as may be made separately between the Buyer and the
Propulsion Systems Manufacturer.

    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 7-
2/3

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              7.4

            	
              Validation of the Export
      Airworthiness Certificate

            


    

    


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

    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 7-
3/3

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              8

            	
              BUYER'S TECHNICAL
      ACCEPTANCE

            


    

    


    
      	
              8.1

            	
              Technical Acceptance
      Process

            


    

    


    
      	
              8.1.1

            	
              Prior
      to Delivery the Aircraft shall undergo a technical acceptance process,
      proposed by the Seller (the "Technical Acceptance Process"). Completion of
      the Technical Acceptance Process shall demonstrate the satisfactory
      functioning  of the Aircraft and shall be deemed to demonstrate
      compliance with the Specification. Should it be established that the
      Aircraft does not comply with the Technical Acceptance Process
      requirements, the Seller shall without hindrance from the Buyer be
      entitled to carry out any necessary changes and, as soon as practicable
      thereafter, resubmit the Aircraft to such further Technical Acceptance
      Process as is necessary to demonstrate the elimination of the
      non-compliance.

            


    

    


    
      	
              8.1.2

            	
              The
      Technical Acceptance Process shall:

            


    

    


    
      	
               
      

            	
              (i)

            	
              take
      place at the Delivery Location;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              be
      carried out by the personnel of the
Seller;

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
              8.2

            	
              Buyer's
      Attendance

            


    

    


    
      	
              8.2.1

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

            


    

    


    
      	
              8.2.2

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

            


    

    


    
      (i)
shall
co-operate in complying with the reasonable requirements of the Seller with the
intention of completing the Technical Acceptance Process within *** business
days after its commencement;

    

    


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

    

    


    
      	
              8.2.3

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

            


    

    


    
      	
              8.3

            	
              Certificate of
      Acceptance

            


    

    


    
      	
               
      

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

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 8-
1/2

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              8.4

            	
              Aircraft
      Utilisation

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

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

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 8-
2/2

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              9

            	
              DELIVERY

            


    

    


    
      	
              9.1

            	
              Delivery
      Schedule

            


    

    


    
      	
              9.1.1

            	
              Subject
      to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready
      for Delivery at the Delivery Location within the following
      months:

            


    

    


    
      
        
          	
                  -  A319
      Aircraft N°1

                	
                  ***

                
	
                  -  A319
      Aircraft N°2

                	
                  ***

                
	
                  -  A319
      Aircraft N°3

                	
                  ***

                
	
                  -  A319
      Aircraft N°4

                	
                  ***

                
	
                  -  A319
      Aircraft N°5

                	
                  ***

                
	
                  -  A319
      Aircraft N°6

                	
                  ***

                
	
                  -  A320
      Aircraft N°1

                	
                  ***

                
	
                  -  A320
      Aircraft N°2

                	
                  ***

                
	
                  -  A320
      Aircraft N°3

                	
                  ***

                
	
                  -  A320
      Aircraft N°4

                	
                  ***

                
	
                  -  A320
      Aircraft N°5

                	
                  ***

                
	
                  -  A320
      Aircraft N°6

                	
                  ***

                
	
                  -  A320
      Aircraft N°7

                	
                  ***

                
	
                  -  A320
      Aircraft N°8

                	
                  ***

                
	
                  -  A320
      Aircraft N°9

                	
                  ***

                
	
                  -  A320
      Aircraft N°10

                	
                  ***

                
	
                  -  A320
      Aircraft N°11

                	
                  ***

                
	
                  -  A320
      Aircraft N°12

                	
                  ***

                
	
                  -  A320
      Aircraft N°13

                	
                  ***

                
	
                  -  A320
      Aircraft N°14

                	
                  ***

                
	
                  -  A320
      Aircraft N°15

                	
                  ***

                


        

      

    

    


    
      	
               
      

            	
              Each
      of such months shall be, with respect to the corresponding Aircraft, the
      "Scheduled Delivery
      Month".

            


    

    


    
      	
              9.1.2

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

            


    

    


    
      	
              9.2

            	
              Delivery

            


    

    


    
      	
              9.2.1

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

            


    

    


    
      	
              9.2.2

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

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 9-
1/2

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              9.2.3

            	
              Should
      the Buyer fail to

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              then
      the Buyer shall be deemed to have rejected delivery of the Aircraft
      without warrant when duly tendered to it hereunder. In addition to
      Clause 5.7 and the Seller’s other rights under this Agreement, the
      Seller shall retain title to the Aircraft but the Buyer shall thereafter
      bear all risk of loss of or damage to the Aircraft and shall indemnify and
      hold the Seller harmless against any and all costs (including but not
      limited to any parking, storage, and insurance costs) and consequences
      resulting from such failure, it being understood that the Seller shall be
      under no duty to store, park, insure, or otherwise protect the
      Aircraft.

            


    

    


    
      	
              9.3

            	
              Fly
  Away

            


    

    


    
      	
              9.3.1

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

            


    

    


    
      	
              9.3.2

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

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Clause 9-
2/2

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              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, equipment or parts.  Any delay or
      interruption resulting from any of the foregoing causes is referred to as
      an "Excusable
      Delay".

            


    

    


    
      	
              10.2

            	
              If
      an Excusable Delay occurs:

            


    

    


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

    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Seller shall not be deemed to be in default in the performance of its
      obligations 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 notify to the Buyer the revised Scheduled Delivery
      Month.

            


    

    


    
      	
              10.3

            	
              Termination on Excusable
      Delay

            


    

    


    
      	
              10.3.1

            	
              If
      the Delivery of any Aircraft is delayed as a result of an Excusable Delay
      for a period of more than *** after the last day of the Scheduled Delivery
      Month then either party may terminate this Agreement with respect to the
      Aircraft so affected by giving written notice to the other party within
      *** after the expiry of such *** period provided that 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.

            


    

    


    
      	
              10.3.2

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

            


    

     

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

      


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              10.3.3

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

            


    

    


    
      	
              10.4

            	
              Total Loss, Destruction or
      Damage

            


    

    


    
      	
               
      

            	
              If
      prior to Delivery, any Aircraft is lost, destroyed or in the reasonable
      opinion of the Seller is damaged beyond repair (“Total Loss”), the Seller
      shall notify the Buyer to this effect within *** of such
      occurrence.  The Seller shall include in said notification (or
      as soon after the issue of the notice as such information becomes
      available to the Seller) the earliest date consistent with the Seller's
      other commitments and production capabilities that 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 to a month
      is exceeding *** 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 *** of the date of receipt of the Seller's notice
that it desires the Seller to provide a replacement aircraft during the month
quoted in the Seller’s notice; and

    

    


    
      	
               
      

            	
              (ii)

            	
              the
      parties execute an amendment to 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.

            


    

    


    
      	
              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.

            


    

     

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

      


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- 2/2

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              11

            	
              NON-EXCUSABLE
      DELAY

            


    

    


    
      	
              11.1

            	
              Liquidated
      Damages

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              11.2

            	
              Re-negotiation

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              11.3

            	
              Termination

            


    

    


    
      	
               
      

            	
              If,
      as a result of Non-Excusable Delay, Delivery does not occur in the period
      falling *** after the Delivery Period and the parties have not
      renegotiated the Delivery Date pursuant to Clause 11.2, either party
      shall have the right exercisable by written notice to the other party,
      given not less than *** nor more than *** after expiration of such *** to
      terminate this Agreement in respect of the affected Aircraft and neither
      party shall have any claim against the other in respect of such
      nondelivery ***

            


    

    


    
      	
              11.4

            	
              Limitation of
      Damages

            


    

    


    
      	
               
      

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

            


    

    


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

    


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- 1/1


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
              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 or

            


    

    


    
      	
               
      

            	
              (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 purchased from CFM International, 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).

              


      

       

    

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

    


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              12.1.3

            	
              Warranty
      Period

            


    

    


    
      The
warranties contained in Clauses 12.1.1 and 12.1.2 shall be limited to those
defects which become apparent within *** after Delivery of the affected Aircraft
(“Warranty
Period”).

    

    


    
      	
              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 or to the supply of modification
      kits rectifying the defect, at the Seller's expense and option. The supply
      of modification kits (SB) rectifying the defect, as well as the direct
      labor cost spent by the Buyer in accomplishing the modification shall be
      at the Seller’s expense.

            


    

    


    
      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 to the Buyer and such corrective action could have
      reasonably been accomplished by the Buyer at the time such inspections are
      performed or earlier,

            


    

     

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

    


    A319/A320
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                (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 estimate of the manhours required by the Buyer for such
      inspections.

              


      

    

    


    
      	
              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 proof reasonably satisfactory to the
      Seller that the claimed defect is due to a matter embraced within this
      Clause 12.1, and that such defect has not resulted from any act or
      omission of the Buyer, including but not limited to, any failure to
      operate and maintain the affected Aircraft or part thereof in accordance
      with the standards set forth 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 *** 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.

    

     

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

    


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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 by the Seller ***.

    

    


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

    

    


    
      If said
condition is fulfilled and if the Seller is requested to perform the work, the
Seller and the Buyer shall agree on a schedule and place for the work to be
performed.

    

     

    
      
        	
              	
                (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 *** after a defect became
apparent or confirmed by shop examination or repair report. Such form must
contain at least the following data (in accordance with Seller’s Warranty
Guide)  :

    

    


    
      
        	
              	
                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,

              

            


    

    


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

    


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- 4/2

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      Warranty
Claims are to be addressed as follows:

    

    


    AIRBUS

    CUSTOMER
SERVICES DIRECTORATE

    WARRANTY
ADMINISTRATION

    Rond-Point
Maurice Bellonte

    B.P.
33

    F-31707
BLAGNAC CEDEX

    FRANCE

    


    
      
        	
              	
                (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.

            


    

    


    The
Seller agrees to provide a serviceable replacement part of the same standard or
higher than the one which was causing an Aircraft failure twice in a row but
which was not confirmed failed by subsequent Seller’s shop
examination.

    


    
      
        	
              	
                (vii)

              	
                Seller's
      Rejection

              


      

    

     

    
      The
Seller shall provide reasonable written substantiation in case of rejection of a
Warranty Claim.

    

    


    
      
        	
              	
                (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.

    

    


    
      	
              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.

    

    


    
      
        	
              	
                (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
      ***.  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
  ;

              


      

    

     

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

    


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                -

              	
                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,

     

    
      
        	
              	
                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 off-Aircraft 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
      disassembly, inspection, repair, reassembly, and final inspection and test
      of the Warranted Part are permissible. Any manhours required for
      maintenance work concurrently being carried out on the Aircraft or
      Warranted Part are not
included.

              


      

    

     

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

    


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              -

            	
              The
      manhours permissible above shall be multiplied by an agreed labor rate of
      US Dollars ***, (“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 *** 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 *** 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 *** after submission
of a claim for Inhouse Warranty credit relating thereto, whichever is longer.
Such parts shall be returned to the Seller within *** of receipt of the Seller's
request to that effect.

    

    


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

    

    


    
      	
              12.1.8

            	
              Standard Warranty
      Transferability

            


    

    


    
      The
warranties provided for in this 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.

    

     

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

    


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              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.

    

    


    
      	
              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
      ;

              


      

    

    


    
      	
              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 *** 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.

            


    

     

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

    


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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:

    

    


    ***

    


    
      	
              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 *** after any breakage or defect in an
      Item becomes apparent as confirmed by Seller’s shop examination, 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.

            


    

     

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

    


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- 9/2

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              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
12.2.3.

    

    


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

    

    


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

    

    


    
      	
              12.2.5

            	
              Transferability

            


    

    


    
      The
Buyer's rights under this 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 such
warranties and service life policies that the Seller has obtained pursuant to
the 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. However, the Propulsion Systems and Buyer Furnished
      Equipment and other equipment selected by the Buyer to be supplied by
      Suppliers with whom the Seller has no existing enforceable warranty
      agreements are not Supplier Parts.

            


    

    


    
      	
              12.3.1.3

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

            


    

     

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

    


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                12.3.2

              	
                Supplier's
      Default

              


      

    

    


    
      	
              12.3.2.1

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

            


    

    


    
      	
              12.3.2.2

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

            


    

    


    
      	
              12.3.2.3

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

            


    

     

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

    


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              12.4

            	
              Interface
      Commitment

            


    

    


    
      	
              12.4.1

            	
              Interface
      Problem

            


    

    


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

    

    


    
      At the
conclusion of such investigation the Seller shall promptly advise the Buyer in
writing of the Seller's opinion as to the cause or causes of the Interface
Problem and the Seller's recommendations as to corrective
action.

    

    


    
      	
              12.4.2

            	
              Seller's
      Responsibility

            


    

    


    
      If the
Seller determines that the Interface Problem is primarily attributable to the
design of a Warranted Part, the Seller shall, if so requested by the Buyer and
pursuant to the terms and conditions of Clause 12.1, correct the design of such
Warranted Part to the extent of the Seller's obligation as defined in Clause
12.1.

    

    


    
      	
              12.4.3

            	
              Supplier's
      Responsibility

            


    

    


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

    

    


    
      	
              12.4.4

            	
              Joint
      Responsibility

            


    

    


    
      If the
Seller determines that the Interface Problem is attributable partially to the
design of a Warranted Part and partially to the design of any Supplier Part, the
Seller shall,  seek a solution to the Interface Problem through
cooperative efforts of the Seller and any Supplier involved.

    

    


    
      The
Seller shall promptly advise the Buyer of such corrective action as may be
proposed by the Seller and any such Supplier. Such proposal shall be consistent
with any then existing obligations of the Seller hereunder and of any such
Supplier 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.

    

    


    
      	
              12.4.5

            	
              General

            


    

    


    
      	
              12.4.5.1

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

            


    

     

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

    


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

    

    


    
      	
              12.4.5.3

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

            


    

    


    
      	
              12.5

            	
              Waiver,
      Release and Renunciation

            


    

    


    
      THE
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND/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.

    

    


    
      	
              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.

    

    


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

    


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- 13/2

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              12.7

            	
              Negotiated
      Agreement

            


    

    


    
      The Buyer
specifically recognises that:

    

    


    
      	
               
      

            	
              (i)

            	
              the
      Specification has been agreed upon after careful consideration by the
      Buyer using its judgment as a professional
  operator;

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      price of the Aircraft and the other mutual agreements of the Buyer set
      forth in this Agreement were arrived at in consideration of, inter alia,
      the provisions of this Clause 12, specifically including the waiver,
      release and renunciation by the Buyer set forth in
      Clause 12.5.

            


    

    


    
      	
              13

            	
              PATENT AND COPYRIGHT
      INDEMNITY

            


    

    


    
      	
              13.1

            	
              Indemnity

            


    

    


    
      	
              13.1.1

            	
              Subject
      to the provisions of Clause 13.2.3, the Seller shall indemnify the
      Buyer from and against any damages, costs or expenses including legal
      costs (excluding damages, costs, expenses, loss of profits and other
      liabilities in respect of or resulting from loss of use of the Aircraft)
      resulting from any infringement or claim of infringement by the Airframe
      (or any part or software installed therein at Delivery)
  of:

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      and

    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (1)

            	
              from
      the time of design of such Airframe, accessory, equipment or part and
      until infringement claims are resolved, such country and the flag country
      of the Aircraft are each a party to the Chicago Convention on
      International Civil Aviation of December 7, 1944, and are each fully
      entitled to all benefits of Article 27
thereof,

            


    

    


    
      or in the
alternative,

    

    


    
      	
               
      

            	
              (2)

            	
              from
      such time of design and until infringement claims are resolved, such
      country and the flag country of the Aircraft are each a party to the
      International Convention for the Protection of Industrial Property of
      March 20, 1883 ("Paris
Convention");

            


    

    


    
      and

       

    

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

    


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              (iii)

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

            


    

    


    
      
        	
                13.1.2

              	
                Clause 13.1.1
      shall not apply to

              


      

    

    


    
      	
               
      

            	
              (i)

            	
              Buyer
      Furnished Equipment or Propulsion Systems;
or

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

            	
              software
      not created by the Seller.

            


    

    


    
      	
              13.1.3

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

            	
              replace
      the infringing part of the Aircraft as soon as possible with a
      non-infringing substitute complying in all other respects with the
      requirements of 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)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
              (iv)

            	
              fully
      co-operate with, and render all such assistance to, the Seller as may be
      pertinent to the defense or denial of the suit or claim
  ;

            


    

    


    
      	
               
      

            	
              (v)

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

            


    

    


    
      	
              13.2.2

            	
              The
      Seller shall be entitled either in its own name or on behalf of the Buyer
      to conduct negotiations with the party or parties alleging infringement
      and may assume and conduct the defense or settlement of any suit or claim
      in the manner which, in the Seller's opinion, it deems
    proper.

            


    

     

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

    


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                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.

              


      

    

     

    
      	
              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
      the Aircraft Manufacturer's Serial Number within *** after execution of
      this Agreement. The allocation of Fleet Serial Numbers to Manufacturer's
      Serial Numbers shall not constitute any property, insurable or other
      interest of the Buyer whatsoever in any Aircraft prior to the Delivery of
      such Aircraft as provided for in this
Agreement.

            


    

    


    The
affected customized Technical Data are:

     

    
      	
               
      

            	
              -

            	
              Aircraft
      Maintenance Manual (and associated
products),

            


    

    
      	
               
      

            	
              -

            	
              Illustrated
      Parts Catalog,

            


    

    
      	
               
      

            	
              -

            	
              Trouble
      Shooting Manual,

            


    

    
      	
               
      

            	
              -

            	
              Aircraft
      Wiring Manual,

            


    

    
      	
               
      

            	
              -

            	
              Aircraft
      Schematics Manual,

            


    

    
      	
               
      

            	
              -

            	
              Aircraft
      Wiring Lists.

            


    

    


    
      	
              14.3

            	
              Supplier
      Equipment

            


    

    


    
      	
              14.3.1

            	
              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.

            


    

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

    


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              14.3.2

            	
              The
      Buyer shall supply the data related to Buyer Furnished Equipment to the
      Seller at least *** before the scheduled delivery of the customized
      Technical Data. The Buyer Furnished Equipment data supplied by the Buyer
      to the Seller shall be in English
language.

            


    

    


    
      	
              14.3.3

            	
              ***

            


    

    


    
      	
              14.4

            	
              Delivery

            


    

    


    
      	
              14.4.1

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

            


    

    


    
      	
              14.4.2

            	
              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.

            


    

    


    
      	
              14.4.3

            	
              The
      delivery schedule of the Technical Data shall be phased as mutually agreed
      to correspond with Aircraft deliveries. The Buyer agrees to provide ***
      notice when requesting a change to the delivery
  schedule.

            


    

    


    
      	
              14.4.4

            	
              It
      shall be the responsibility of the Buyer to coordinate and satisfy local
      Aviation Authorities' needs for Technical Data. Reasonable quantities of
      such Technical Data shall be supplied by the Seller at *** Free Carrier
      (FCA) TOULOUSE, FRANCE and/or Free Carrier (FCA) HAMBURG, FEDERAL REPUBLIC
      OF GERMANY.

            


    

    


    
      	
              14.5

            	
              Revision
      Service

            


    

    


    
      Unless
otherwise specifically stated, revision service shall be provided *** for a
period of *** covered under this Agreement.

    

    


    Thereafter
revision service shall be provided at the standard conditions set forth in the
then current Seller’s Customer Services Catalog.

    


    
      	
              14.6

            	
              Service
      Bulletins (SB) Incorporation

            


    

    


    
       During
the period of revision service and upon the Buyer’s request for incorporation,
which shall be made within two years after issuance of a Service Bulletin,
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.

       

    

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

    


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                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 a *** Technical Data
familiarization training at the Seller’s or at the Buyer’s
facilities.  Additional sessions of the Technical Data familiarization
training shall be subject to commercial offers.

    


    
      	
              14.9

            	
              ***

            


    

    


    
      
        	
                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 *** copy to be used on *** 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 *** 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.

            


    

    


    
      
        	
                14.10.2

              	
                AirN@v
      Basic Consultation

              


      

    

    


    
      Certain
Technical Data are provided on DVD under licence conditions as defined in
Appendix A to this Clause.

    

    


    
      The
affected Technical Data under Basic AirN@v are the following:

    

    


    
      	
               
      

            	
              -

            	
              Trouble
      Shooting Manual,

            


    

    
      	
               
      

            	
              -

            	
              Aircraft
      Maintenance Manual,

            


    

    
      	
               
      

            	
              -

            	
              Illustrated
      Parts Catalog.

            


    

    


    The
licence to use Basic AirN@v shall be granted *** for the Aircraft for as long as
the revisions of Basic AirN@v are *** in accordance with Clause 14.5. At the end
of such period, the yearly revision service for Basic AirN@v shall be provided
to the Buyer at the standard commercial conditions set forth in the then current
Seller’s Customer Services Catalog.

     

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

    


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              14.10.3

            	
              Airbus
      On-Line Services

            


    

    


    
      Airbus
On-Line Services is a database allowing the Buyer to access through a web-portal
a wide range of services.

    

    


    
      For the
sake of clarification, it is hereby specified that Technical Data accessed
through Airbus On-Line Services, which access is covered by licence conditions
set forth in Appendix C hereto, remain subject to the conditions of this Clause
14.

    

    


    
      In
addition, should Airbus On-Line Services provide access to Technical Data in
software format, the use of such software shall be further subject to the
conditions of Appendix A hereto.

    

    


    
      	
              14.10.3.1

            	
              Airbus
      On-Line Basic Services

            


    

    


    
      The
Airbus On-Line Basic Services available *** under this Agreement, as described
in Appendix B hereto, shall be provided for as long as the Aircraft are operated
by the Buyer.

    

    


    
      	
              14.10.3.2

            	
              On-Line
      Technical Data

            


    

    


    
      	
              14.10.3.2.1

            	
              Certain
      Technical Data as defined in Exhibit “G” are provided on-line at no cost
      as long as revision service is provided 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 Airbus On-Line Services shall be *** of the Buyer’s users (including
      ***) for the Technical Data related to the Aircraft which shall be
      operated by the Buyer.

            


    

    


    
      	
              14.10.3.4

            	
              Access
      to Airbus On-Line Services is subject to licence conditions as set forth
      in Appendix C 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.

              


      

    

     

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

     

    
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              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

              


      

    

     

    
      
        	
              	
                (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.

    

    


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

            


    

    


    
      	
              14.13

            	
              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 agree to be bound by the
      same conditions and restrictions as the Buyer with respect to the
      disclosed Technical Data.

            


    

     

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

    


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    APPENDIX A TO CLAUSE
14

     

    APPENDIX
A TO CLAUSE 14


     

    LICENCE
FOR USE


     

    OF

    


    SOFTWARE

    


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

    


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    APPENDIX A TO CLAUSE
14

     

    LICENCE
FOR USE OF SOFTWARE

    


    
      	
              1.

            	
              Definitions

            


    

    


    For the
purposes of this licence the following definitions shall apply:

    


    “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 the 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 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.

    


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

    


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14 – 6/24

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX A TO CLAUSE
14

    


    
      	
              5.

            	
              Term

            


    

    


    Subject
to the Licensee having complied with the terms of this Software Licence, the
rights under the Software Licence shall be ***

    


    ***

    


    ***

    


    
      	
              6.

            	
              Conditions
      of Use

            


    

    


    Under the
present Software Licence, the Licensee shall:

    


    
      
        	
              	
                ·

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

              


      

    

    


    
      
        	
              	
                ·

              	
                use
      the Software in accordance with such documentation and the User Guide, and
      ensure that the staff using the Software has received the appropriate
      training;

              


      

    

    


    
      
        	
              	
                ·

              	
                use
      the Software exclusively in the technical environment defined in the
      applicable User Guide, except as otherwise agreed in writing between the
      parties (subject to said agreement, decompilation may be exceptionally
      agreed to by the Licensor in order for the Licensee to obtain the
      necessary information to 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 the
      site declared;

              


      

    

    


    
      
        	
              	
                ·

              	
                not
      alter, reverse engineer, modify or adapt the Software, nor integrate all
      or part of the Software in any manner whatsoever into another software
      product;

              


      

    

    


    
      
        	
              	
                ·

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

              


      

    

    


    
      
        	
              	
                ·

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

              


      

    

    


    
      
        	
              	
                ·

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

              


      

    

    


    
      
        	
              	
                ·

              	
                not
      attempt to or authorize a third party to discover or re-write the Software
      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 Software by the
      Licensor;

              


      

    

    


    
      
        	
              	
                ·

              	
                not
      pledge, sell, distribute, grant, sub-licence, lease, lend, whether on a
      *** basis or against payment, or permit access on a time-sharing basis or
      any other utilization of the Software, whether in whole or in part, for
      the benefit of a third party;

              


      

    

    
      
        	
              	
                ·

              	
                not
      permit any third party to use the Software in any manner, including but
      not limited to, any outsourcing, loan, commercialization of the Software
      or commercialization by merging the Software into another software or
      adapting the Software, without prior written consent from the
      Licensor.

              


      

    

    


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

    


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– CSN – 01/04

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    APPENDIX A TO CLAUSE
14

    


    The
Licensor shall be entitled, subject to providing reasonable prior written notice
thereof to the Licensee, to come and verify in the Licensee’s facilities whether
the conditions specified in the present Software Licence are respected. This
shall not however engage the responsibility of the Licensor in any way
whatsoever.

    


    
      	
              7.

            	
              Training

            


    

    


    In
addition to the User Guide provided with the Software, training and other
assistance shall be provided upon the Licensee’s request on a chargeable basis.
The first training session when performed at the Buyer’s facilities shall be
provided free of charge (including transportation and living expenses). Repeat
sessions shall be subject to commercial offers.

    


    
      	
              8.

            	
              Proprietary
      Rights

            


    

    


    The
Software is proprietary to the Licensor or the Licensor has acquired the
intellectual property rights necessary to grant this Software Licence. The
copyright and all other proprietary rights in the Software are and shall remain
the property of the Licensor.

    


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

    


    
      	
              9.

            	
              Copyright
      Indemnity

            


    

    


    The
Licensor shall defend and indemnify the Licensee against any claim that the
normal use of the Software infringes the intellectual property rights of any
third party, provided that the Licensee:

    


    
      
        	
              	
                ·

              	
                Immediately
      notifies the Licensor of any such
claim;

              


      

    

    
      
        	
              	
                ·

              	
                Makes
      no decision or settlement of any
claim;

              


      

    

    
      
        	
              	
                ·

              	
                Allows
      the Licensor to have sole control over all negotiations for its
      settlement;

              


      

    

    
      
        	
              	
                ·

              	
                Gives
      the Licensor all reasonable assistance in connection
      therewith.

              


      

    

    


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

    


    
      	
              10.

            	
              Confidentiality

            


    

    


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

    


    The
obligations of the Licensee to maintain confidentiality shall survive the
termination of the Software Licence grant for a period ***.

    


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

    


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    APPENDIX A TO CLAUSE
14

    


    
      	
              11.

            	
              Warranty

            


    

    


    THE
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LICENSOR AND/OR ITS SUPPLIERS AND
REMEDIES OF THE LICENSEE ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE LICENSEE
HEREBY WAIVES, RELEASE AND RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND
LIABILITIES OF THE LICENSOR AND/OR ITS SUPPLIERS AND RIGHTS, CLAIMS AND REMEDIES
OF THE LICENSEE AGAINST THE LICENSOR AND/OR ITS SUPPLIERS, EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT IN ANY
SOFTWARE DELIVERED UNDER THIS SOFTWARE LICENCE 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 LICENSOR’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 ANY SOFTWARE
      DELIVERED HEREUNDER.

              


      

    

    


    
      THE
LICENSOR 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
SOFTWARE DELIVERED UNDER THIS SOFTWARE LICENCE.

    

    


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

    

    


    
      The
Licensor shall have no liability for data that is entered into the Software by
the Licensee and/or used for computation purposes.

    

    


    
      
        	
                12.

              	
                Liability
      and Indemnity

              


      

    

    


    
      The
Software is supplied under the express condition that the Licensor shall have no
liability in contract or in tort arising from or in connection with the use or
possession by the Licensee of the Software and that the Licensee shall indemnify
and hold the Licensor harmless from and against any liabilities and claims
resulting from such use or possession.

    

    


    
      	
              13.

            	
              Excusable
      Delays

            


    

    


    
      
        	
                13.1

              	
                The
      Licensor shall not be responsible nor be deemed to be in default on
      account of delays in delivery or otherwise in the performance of this
      Software Licence or any part thereof due to causes reasonably beyond
      Licensor’s or its subcontractors’ control including but not limited to:
      natural disasters, fires, floods, explosions or earthquakes, epidemics or
      quarantine restrictions, serious accidents, total or constructive total
      loss, any act of the government of the country of the Licensee or the
      governments of the countries of Licensor or its subcontractors, war,
      insurrections or riots, failure of transportation, communications or
      services, strikes or labor troubles causing cessation, slow down or
      interruption of services, inability after due and timely diligence to
      procure materials, accessories, equipment or parts, failure of a
      subcontractor or vendor to furnish materials, accessories, equipment or
      parts due to causes reasonably beyond such subcontractor's or vendor's
      control or failure of the Licensee to comply with its obligations arising
      out of the present Software
Licence.

              


      

    

    


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

    


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    APPENDIX A TO CLAUSE 14

     

    
      
        	
                13.2

              	
                The
      Licensor shall, as soon as practicable after becoming aware of any delay
      falling within the provisions of this Clause, notify the Licensee of such
      delay and of the probable extent thereof and shall, subject to the
      conditions as hereinafter provided and as soon as practicable after the
      removal of the cause or causes for delay, resume performance under the
      Software Licence.

              


      

    

    


    
      
        	
                13.3

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

              


      

    

    


    
      
        	
                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 *** 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 Members or
      Affiliates .

              


      

    

    


    
      
        	
                15.2

              	
                This
      Software Licence shall be governed by the laws of France. All disputes
      arising in connection with this Software Licence shall be submitted to the
      competent courts of Toulouse,
France.

              


      

    

    


    
      
        	
                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.

              


      

    


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

    


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    APPENDIX B TO CLAUSE
14

    


     

    AIRBUS
ON-LINE SERVICES


     

    BASIC
SERVICES

    


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

    


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– CSN – 01/04

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    APPENDIX B TO CLAUSE
14

     

    BASIC
SERVICES

     

    
      
        	
                o

              	
                Maintenance &
      Engineering

              


      

    

     

    
      
        
          	
                	
                  
                    í

                  

                	
                  Engineering
      Technical Data Service
(ETDS)

                


        

      

    

     

    The ETDS service shall provide
access, via a document index, to the contents of:

    


    
      	
               
      

            	
              ·

            	
              Service
      Bulletins - issued since beginning of 1993 (SB’s after July 1997 in SGML;
      SB’s between 1993 and July 1997 in
PDF)

            


    

    
      	
               
      

            	
              ·

            	
              Modification
      Information Document (MID)

            


    

    
      	
               
      

            	
              ·

            	
              All
      Operators Telex (AOT)

            


    

    
      	
               
      

            	
              ·

            	
              Flight
      Operations Telex (FOT)

            


    

    
      	
               
      

            	
              ·

            	
              Service
      Information Letter (SIL)

            


    

    
      	
               
      

            	
              ·

            	
              Consignes
      de Navigabilité (CN)

            


    

    
      	
               
      

            	
              ·

            	
              Airworthiness
      Directives (AD)

            


    

    
      	
               
      

            	
              ·

            	
              Technical
      follow-up (TFU)

            


    

    
      	
               
      

            	
              ·

            	
              Operators
      Information Telex (OIT)

            


    

     

    
      
        
          	
                	
                  
                    í

                  

                	
                  Quarterly
      Service Report (QSR)

                


        

      

    

     

    The
QSR-WEB is the new electronic format of the Quarterly Service Report, featuring
Web technology.


     

    
      
        	
              	
                í

              	
                Repair guide
      (ARG/AOG)

              


      

    

     

    This
service shall provide the Buyer with information about Suppliers’ authorized
repair stations and the AOG stock locations.

     

    
      
        	
              	
                í

              	
                Modification comparison list
      (ACCL)

              


      

    

     

    The
purpose of this service is to provide the Buyer with Modification Comparison
Lists that are created for each and every aircraft delivered.


     

    
      
        	
                o

              	
                Training

              


      

    

     

    The training catalog is
available.

    


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

    


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– CSN – 01/04

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14 – 12/24

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX B TO CLAUSE
14

     

    
      
        	
                
                  o

                

              	
                
                  
                  
Materiel

              


      

    

     

    
      
        	
              	
                í

              	
                Spares
      Ordering

              


      

    

     

    This
service is already available in an autonomous mode (http://spares.airbus.com).
The integration in Airbus On-Line Services Basic services is in
progress.


     

    
      
        	
                o 

              	
                General
      information

              


      

    

     

    
      
        	
              	
                í

              	
                Customer Services
      Catalog

              


      

    

     

    
      
        	
              	
                í

              	
                Warranty Claim
      (CAWA)

              


      

    

     

    
      Four main
functions are available:

    

    
      
        	
              	
                í

              	
                Warranty
      claims booking

              


      

    

    
      
        	
              	
                í

              	
                Consultation
      of the warranty claims status

              


      

    

    
      
        	
              	
                í

              	
                Consultation
      of statistics on response time regarding closed/open
  files

              


      

    

    
      
        	
              	
                í

              	
                Consultation
      of warranty guide

              


      

    

     

    
      Note
: Warranty
Services are aimed at people who have authority to file warranty
claims.

    

     

    
      
        	
              	
                í

              	
                Vendor Information Manual
      (VIM)

              


      

    

     

    The VIM/E
gives contact for major equipment Suppliers, who have signed Customer Support
agreements with the Seller, including their Regional Customer Support facilities
and equipment by aircraft type.

     

    
      
        	
              	
                í

              	
                Supplier Product Support
      Agreement (SPSA)

              


      

    

     

    The SPSA
is the collection of the Agreements that the Seller has reached with its major
Suppliers; these Agreements are transferable to the Buyer.

    These
Agreements are based on the Seller’s GCP/General Conditions of Purchase, Part
II, 450, 650 and 2000.

    


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

    


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– CSN – 01/04

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    APPENDIX  C TO
CLAUSE 14

     

    APPENDIX C TO CLAUSE
14


     

    LICENCE
FOR USE OF AIRBUS ON-LINE SERVICES

    


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

    


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– CSN – 01/04

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    Clause
14 – 14/24

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    AIRBUS
ON-LINE SERVICES GENERAL CONDITIONS OF LICENSING


    


    These
Airbus On-Line Services General Conditions of Licensing (“the Conditions”) shall apply to
services provided by the Seller in relation with Airbus On-Line
Services.


    


    
      	
              1.

            	
              DEFINITIONS

            


    

    


    In these
Conditions:

     

    
      
        
          
            
              
                
                  	
                          The
      “ Access Procedure Kit”

                        	 	
                          means
      the information necessary for accessing the Database.

                        
	 
      	 	 
      
	
                          The
      “Administrator”

                        	 	
                          means
      the person appointed by the User Entity to be responsible for qualifying,
      suspending or canceling the qualification of an Authorized User, gathering
      identification information relative to such Authorized User, applying to
      the Certification-Service-Provider for the appropriate Certificate,
      providing the necessary access equipment as specified by the Seller,
      registering the Authorized User and the Authorized User related
      Certificate with the Seller and managing the Authorized
    Users.

                        
	 
      	 	 
      
	
                          The
      “Authorized User”

                        	 	
                          means
      a natural person who has been authorized by the Administrator of the User
      Entity to access the Database under these Conditions.

                        
	 
      	 	 
      
	
                          The
      “Certificate”

                        	 	
                          means
      an electronic record (file) that binds a Public Key to the identity of the
      owner of a Public – Private Key pair and is signed by the
      Certification-Service-Provider.

                        
	 
      	 	 
      
	
                          The
      “Certification-Service-

                        	 	
                          means
      an entity  or  a legal  or
      natural  person retained  by the  Seller,
      who

                        
	
                          Provider”

                        	 	
                          issues
      Certificates and/or provides other services related to Electronic
      Signature.

                        
	 
      	 	 
      
	
                          The
      “Data”

                        	 	
                          means  usual
      representation of a piece of information - whether collected or produced
      on any medium - so as to facilitate its processing on the
      Database.

                        
	 
      	 	 
      
	
                          The
      “Database”

                        	 	
                          means
      Data of the Seller organized in such a manner as to be used by computer
      programs forming distinct applications to facilitate electronic or
      telecommunication Data exchange and computer programs comprising the
      necessary electronic elements for the operation of the Database such as a
      Database index, viewing systems, and database services known as Airbus
      On-Line Services.

                        
	 
      	 	 
      
	
                          The
      “Electronic Signature”

                        	 	
                          means
      data in electronic form which are attached to or logically associated with
      other electronic data and which serve as a method of
      authentication.

                        


                

              

            

          

        

      

    

     

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

    


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– CSN – 01/04

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                          The
      “Extracting”

                        	 	
                          means
      temporary or permanent transfer of Data from a Database by any means or
      media.

                        
	 
      	 	 
      
	
                          The  “Multibase”

                        	 	
                          means
      a set of databases, which compose the Database.

                        
	 
      	 	 
      
	
                          The
      “On-Line Help”

                        	 	
                          means
      on-line operating assistance and guidance information.

                        
	 
      	 	 
      
	
                          The
      “Public key”

                        	 	
                          means
      the public cryptographic key used for the purpose of verifying an
      Electronic Signature.

                        
	 
      	 	 
      
	
                          The
      “Public Key Infrastructure”

                        	 	
                          means
      the system organizing the generation and distribution of keys and
      Certificates.

                        
	 
      	 	 
      
	
                          The
      “Private Key”

                        	 	
                          means
      the private cryptographic key used for the purpose of creating an
      Electronic Signature.

                        
	 
      	 	 
      
	
                          The
      “Reader”

                        	 	
                          means
      equipment to be acquired by the User Entity to be used with the Smartcard
      for authentication of the User Entity’s Authorized
  Users.

                        
	 
      	 	 
      
	
                          The
      “Smartcard”

                        	 	
                          means
      a card supplied by the Seller, memorizing the User Entity’s Authorized
      User’s identity, personal password and Private Key for use with the Reader
      for authentication and security purposes.

                        
	 
      	 	 
      
	
                          The
      “Substantial Extraction”

                        	 	
                          means
      permanent or temporary transfer of a substantial part of the Data from the
      Database by any means or media.

                        
	 
      	 	 
      
	
                          The
      “Use”

                        	 	
                          means
      viewing, Extracting, reviewing, printing, reproducing, on any media, of
      Data from the Database, under the conditions set forth in these
      Conditions.

                        
	 
      	 	 
      
	
                          The
      “User Entity”

                        	 	
                          means
      the Buyer.

                        
	 
      	 	 
      
	
                          The
      “User Guide”

                        	 	
                          means
      documentation, which may be in electronic format, designed to assist the
      Authorized User to use the
Database.

                        


                

              

            

          

        

      

    

    


    Capitalized
terms used herein and not otherwise defined in these Conditions shall have the
meaning assigned thereto in the Agreement.

    


    
      	
              2.

            	
              SCOPE

            


    

    


    
      
        	
                2.1

              	
                The
      Seller has built an original Database from Data realized and collected by
      the Seller related to Airbus aircraft technical and commercial
      documentation and information, which is available via a set of services
      known as Airbus On-Line Services  (“Airbus On-Line
      Services”). The different Airbus On-Line Services may be accessed
      via Airbus On-Line Services
website.

              


      

    

    


    
      
        	
                2.2

              	
                The
      Conditions define the terms and conditions under which the Seller grants
      the User Entity, who accepts, a personal, non-exclusive, non-assignable
      and non-transferable right to use Data from the Airbus On-Line Services
      Database for its own professional
needs.

              


      

    

     

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

    


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– CSN – 01/04

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                2.3

              	
                The
      User Entity represents to be competent to use and evaluate the Airbus
      On-Line Services and represents further that the Database matches its
      professional needs. The User Entity also represents to have the adequate
      resources to administer its Authorized Users and to implement Electronic
      Signature technology.

              


      

    

    


    
      	
              3.

            	
              LICENCED
      RIGHTS

            


    

    


    The User
Entity shall be granted, for Authorized Users only, a non-exclusive, personal,
non-transferable, non-assignable right to access, use, extract, reproduce, print
Data from the Database from the site(s) designated by the Seller for its own
strictly professional needs for the duration of these Conditions.

    


    Such
right shall extend to all Authorized Users of the User Entity on the basis of
the level of service selected by the User Entity. The User Entity shall not,
under any circumstances, carry out a Substantial Extraction of Data from the
Database.

    


    
      	
              4.

            	
              CONFIGURATION

            


    

    


    The User
Entity acknowledges that the Seller may not be held responsible for any
consequences attached to the Seller’s modification from time to time of its
information system’s configuration, including its operating system, and of any
software used in connection with the Database.

    


    
      
        	
                5.

              	
                DATABASE
      CONDITIONS OF USE

              


      

    

    


    
      
        	
                5.1

              	
                The
      User Entity shall appoint one or several Administrators who shall be
      responsible for qualifying, suspending or canceling the qualification of
      Authorized Users, gathering identification information relative to such
      Authorized Users, applying to the Certification-Service-Provider for the
      appropriate Certificate, providing the necessary access equipment as
      specified by the Seller, registering the Authorized Users and the
      Authorized User related Certificates with the Seller and managing the
      Authorized Users.

              


      

    

    


    An
Authorized User may access Airbus On-Line Services by logging onto the Airbus
On-Line Services website as specified by the Seller. Log on procedures set forth
by the Seller and in the Access Procedure Kit made available to the User Entity
require a Certificate issued by a Certification-Service-Provider, used with the
Authorized User’s Smartcard and a Reader for the Administrator.

    


    
      
        	
                5.2

              	
                The
      User Entity is only granted the right to use the Airbus On-Line Services
      Database services under the terms and conditions set forth herein. The
      Database shall only be used for the User Entity’s own professional needs.
      The User Entity shall be solely responsible for the choice of the services
      it wishes to access.

              


      

    

    


    The User
Entity is solely responsible for defining its own search strategy on the
Database, for evaluating the appropriateness of the search results and for
defining how to use the Data obtained from the Database.

    


    The User
Entity shall take every measure necessary to prevent unauthorized access to the
Database, the Data and to the documentation including the User Guide. Positive
authentication of an Authorized User in the conditions set forth herein and as
specified by the Seller shall bind the User Entity for each and every
transaction performed by such Authorized User and the User Entity expressly
waives any right to repudiate any transaction resulting from such
Use.

     

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

    


    A319/A320
– CSN – 01/04

    CC-C
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    Clause
15 – 2/24

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    The User
Entity shall comply with the security procedure as defined by the
Seller.

    


    
      	
              6.

            	
              DATABASE
      AVAILABILITY

            


    

    


    The
Database shall be available to the User Entity on a 24 hours a day / 7 days a
week basis. Notwithstanding the above, the Seller reserves the right to suspend
temporarily the access to Airbus On-Line Services where such suspension is
necessary for fixing security problems, performing maintenance services,
updating and/or upgrading the Database. the Seller shall inform the User Entity
in due time before any scheduled suspension, except in case of security
problems.

    


    
      	
              7.

            	
              EVIDENTIARY
      AGREEMENT

            


    

    


    The
electronic logs produced by the Seller’s information system shall be held as
valid evidence of the communications, transactions and payments made between the
Seller and the User Entity via reiterated, electronically communicated consent.
the Seller shall store such logs in a reasonably secure manner on its
information system or any third party’s system or medium.

    


    The
Seller shall also ensure that such data contained on such logs are not altered
or modified after their initial recording.

    


    
      	
              8.

            	
              ELECTRONIC
      SIGNATURE

            


    

    


    The use
by the User Entity of the Certificates together with the Readers remains within
the User Entity’s sole control and shall attest:

    


    
      
        	
              	
                -

              	
                authentication
      of the User Entity and the Authorized
User;

              


      

    

    
      
        	
              	
                -

              	
                authentication
      of the Data communicated by and/or to the User Entity and the Authorized
      User;

              


      

    

    
      
        	
              	
                -

              	
                Electronic
      Signature of the User Entity and the Authorized
  User.

              


      

    

    


    
      	
              9.

            	
              CERTIFICATION

            


    

    


    The
Seller shall specify a Certification-Service-Provider, who shall provide for
certification of the Authorized Users.

    


    Such
Certification-Service-Provider shall, upon the User Entity’s application, issue
one or several Certificates containing the identification of the
Certification-Service-Provider and the country in which such Certificate was
established, the identification of the User Entity and the Authorized User, the
User Entity’s and the Authorized User’s Public Key corresponding to the User
Entity’s and the Authorized User’s Private Key, the identity code of the
Certificate, the Electronic Signature of the Certification-Service-Provider
issuing the Certificate and possible limitations on the scope of use of the
Certificate.

    


    
      	
              10.

            	
              INTELLECTUAL
      PROPERTY RIGHTS

            


    

    


    
      
        	
                10.1

              	
                The
      User Entity is hereby informed that the Database is owned by the Seller
      and/or its Affiliates, as the case may be, pursuant to French intellectual
      property laws. The User Entity shall not infringe directly or indirectly
      the Seller’s and/or its Affiliates’ ownership rights on the Database. The
      User Entity shall not deactivate the Database-integrated security
      system.

              


      

    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
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    Clause
15 – 3/24

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
                10.2

              	
                The
      User Entity is not authorized to make representations in any form
      whatsoever, to market or to promote the Database or any Data from the
      Database, whether gratuitously or for a consideration. The User Entity is
      not authorized to adapt, modify, alter, arrange or translate the Database
      for any reason. The User Entity is not authorized to create a new Database
      competing with the Seller’s Database. The User Entity is not authorized to
      alter in any way the Database’s
architecture.

              


      

    

    


    
      
        	
                10.3

              	
                The
      User Entity shall inform members of its personnel, agents and
      representatives of the terms of the foregoing disposition as well as of
      the terms limiting the Database Use provided under these Conditions. The
      User Entity shall take all necessary steps to prevent unauthorized access
      to the Database. The User Entity shall maintain all copyright mentions
      appearing on the Database, Data and documentation including User Guide, on
      any media.

              


      

    

    


    
      
        	
                10.4

              	
                The
      foregoing does not operate any assignment of intellectual property rights
      to the User Entity but, rather, grants the User Entity rights to use the
      Database as provided under these
Conditions.

              


      

    

    


    
      
        	
                10.5

              	
                User
      documentation, including User Guide and On-Line Help, is and shall remain
      the Seller’s property. The User Entity is granted a right to use such
      documentation solely in connection with its Use of the
      Database.

              


      

    

    


    
      	
              11.

            	
              INTELLECTUAL
      PROPERTY RIGHTS INDEMNITY

            


    

    


    The
Seller shall defend and indemnify the User Entity against any claim that the
normal Use of the Database infringes the intellectual property rights of any
third party, provided that the User Entity:

    


    
      	
            	
              -

            	
              immediately
      notifies the Seller of any such
claim;

            


    

    
      	
            	
              -

            	
              makes
      no admission or settlement of any
claim;

            


    

    
      	
            	
              -

            	
              allows
      the Seller to have sole control over such
claim;

            


    

    
      	
            	
              -

            	
              gives
      the Seller all reasonable assistance in connection
    therewith.

            


    

    


    
      	
              12.

            	
              WARRANTY

            


    

    


    
      
        	
                12.1

              	
                The
      Seller warrants that the Database is prepared in accordance with the state
      of art at the date of conception. Should the Database be found to contain
      any non-conformity or defect, the User Entity shall notify the Seller
      promptly thereof and the sole and exclusive liability of the Seller under
      these Conditions shall be to correct the same at its own
      expense.

              


      

    

    


    
      
        	
                12.2

              	
                The
      above warranty is subject to the following
  conditions:

              


      

    

    


    
      
        	
                12.2.1

              	
                By
      reason of (i) the diversity of the information sources, (ii) the
      information processing complexity, (iii) the difficulty to control sources
      by cross-checking, the User Entity shall use the Data with
      care.

              


      

    

    


    
      
        	
                12.2.2

              	
                The
      User Entity shall inform the Seller of any error or lack of Data it may
      become aware of during the performance of these Conditions. Data
      transmission occurs at the User Entity’s own
  risks.

              


      

    

    


    
      
        	
                12.2.3

              	
                The
      User Entity shall be solely responsible for selecting and maintaining
      telecommunication lines, information system equipment and configuration,
      software, including browser, and software products enabling the User
      Entity to access the Airbus Airbus On-Line Services
    website.

              


      

    

    


    
      
        	
                12.2.4

              	
                The
      User Entity is aware of the limitations of the Airbus On-Line Services
      website, including in terms of the network’s availability, speed or
      malfunction and that it shall in no event hold the Seller responsible for
      such shortcomings inherent to the network. Further, the User Entity shall
      ensure that any software, including proprietary software, which may
      interface with the relevant Database does not affect the Database access
      conditions.

              


      

    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
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    Clause
15 – 4/24

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        	
                12.2.5

              	
                The
      User Entity shall comply with its obligations related to the access and
      Use of the Database defined in these
Conditions.

              


      

    

    


    
      	
              12.3

            	
              Waiver,
      Release and Renunciation

            


    

    


    THE
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND/OR ITS SUPPLIERS AND
REMEDIES OF THE USER ENTITY SET FORTH IN THESE CONDITIONS ARE EXCLUSIVE AND IN
SUBSTITUTION FOR, AND THE USER ENTITY 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 USER ENTITY AGAINST THE SELLER AND/OR ITS
SUPPLIERS, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
NON-CONFORMITY OR DEFECT IN THE DATABASE MADE AVAILABLE UNDER THESE 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 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 THE DATABASE
      MADE AVAILABLE 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 THE DATABASE MADE AVAILABLE UNDER THESE
      CONDITIONS.

            


    

    


    
      	
               
      

            	
              FOR
      THE PURPOSES OF THIS CLAUSE 12.3, “THE SELLER” SHALL INCLUDE THE SELLER
      AND ITS AFFILIATES.

            


    

    


    
      	
              13.

            	
              NON
      DISCLOSURE

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              14.

            	
              ADMINISTRATIVE
      AUTHORIZATIONS

            


    

    


    
      	
               
      

            	
              The
      Seller and the User Entity shall assist one another and co-operate in
      order to obtain and hold all necessary administrative authorizations for
      the performance of these
Conditions.

            


    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Clause
15 – 5/24

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              15.

            	
              PERSONAL
      DATA PROTECTION

            


    

    


    
      	
               
      

            	
              The
      Seller and the User Entity shall register with the relevant authority or
      authorities any personal data files or personal data automated processing
      systems as provided under applicable local laws and shall inform each
      other of any information system evolution, which could affect such
      registration(s).

            


    

    


    
      	
               
      

            	
              The
      User Entity is hereby notified in accordance with article 27 of French law
      n°78-17 of January 6, 1978, that the Seller shall request personal data
      from the User Entity for accessing the Database. Failure to provide such
      data shall prevent access to the Database. Personal data shall be used by
      the Seller, its Affiliates and subcontractors for the sole purpose of
      connecting and accessing the Database by the User Entity and shall be kept
      strictly confidential. Such personal data are protected by the above
      mentioned law.

            


    

    


    
      	
               
      

            	
              Personal
      data may be accessed by the User Entity and, as the case may be, rectified
      in writing addressed to the Seller. The User Entity shall notify
      Authorized Users of their aforementioned rights and shall personally abide
      by applicable rules on personal data
protection.

            


    

    


    
      	
              16.

            	
              EXCUSABLE
      DELAYS

            


    

    


    
      
        	
                16.1

              	
                The
      Seller shall not be responsible nor be deemed to be in default on account
      of delays in delivery or otherwise in the performance of these Conditions
      or any part thereof due to causes reasonably beyond the Seller 's or its
      subcontractors’ control including but not limited to: natural disasters,
      fires, floods, explosions or earthquakes, epidemics or quarantine
      restrictions, serious accidents, total or constructive total loss, any act
      of the government of the country of the User Entity or the governments of
      the countries of the Seller or its subcontractors, war, insurrections or
      riots, failure of transportation, communications or services, strikes or
      labor troubles causing cessation, slow down or interruption of services,
      inability after due and timely diligence to procure materials,
      accessories, equipment or parts, failure of a subcontractor or vendor to
      furnish materials, accessories, equipment or parts due to causes
      reasonably beyond such subcontractor's or vendor's control or failure of
      the User Entity to comply with its obligations arising out of the present
      Conditions.

              


      

    

    


    
      
        	
                16.2

              	
                The
      Seller shall, as soon as practicable after becoming aware of any delay
      falling within the provisions of this Clause, notify the User Entity of
      such delay and of the probable extent thereof and shall, subject to the
      conditions as hereinafter provided and as soon as practicable after the
      removal of the cause or causes for delay, resume performance under these
      Conditions.

              


      

    

    


    
      
        	
                16.3

              	
                Should
      an event of force majeure last for a period extending beyond three (3)
      months, these Conditions shall be automatically terminated, as a matter of
      right, unless otherwise agreed in writing, without compensation for either
      the Seller or the User
Entity.

              


      

    

    


    17.      TERMINATION

    


    
      
        	
                17.1

              	
                In
      the event of breach of an obligation set forth in these Conditions by
      either the Seller or the User Entity, 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 these
      Conditions.

              


      

    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Clause
15 – 6/24

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    
      
        	
                17.2

              	
                In
      the event of termination for any cause, the User Entity shall no longer
      have any right to use the Database, the Seller shall be entitled to retain
      any amount paid for the ongoing
year.

              


      

    

    


    
      	
              18.

            	
              GENERAL
      PROVISIONS

            


    

     

    
      
        	
                18.1

              	
                Assignment

              


      

    

    


    
      These
Conditions or part thereof may not be assigned to a third party without the
prior consent of the other party except that the Seller may assign all or part
of these Conditions to any of its Affiliates.

    

    


    
      
        	
                18.2

              	
                Law

              


      

    

    


    
      These
Conditions shall be governed by the laws of France. All disputes arising in
connection with these Conditions shall be submitted to the competent courts in
Toulouse, France.

    

    


    
      
        	
                18.3

              	
                Invalidity

              


      

    

    


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

    

    


    
      
        	
                18.4

              	
                Notices

              


      

    

     

    
      All
notices and requests required or authorized hereunder shall be given in writing
either by registered mail (return receipt requested) or by telefax at the
addresses set forth below. In the case of any such notice or request being given
by registered mail, the date upon which it is received by the addressee or, in
the case of a telefax, the date upon which it is sent with a correct
confirmation printout, shall be deemed to be the effective date of such notice
or request.

    

     

    
      	
              15

            	
              SELLER
      REPRESENTATIVES

            


    

     

    
      	
              15.1

            	
              Customer
      Support Manager

            


    

     

    
      The
Seller shall assign *** based at the Seller's main office to coordinate customer
support matters between the Seller's main office and the Buyer after signature
of this Agreement for as long as *** Aircraft is operated by the
Buyer.

    

     

    
      	
              15.2 

            	
              Customer
      Services Representatives

            


    

     

    
      
        	
                15.2.1

              	
                The
      Seller shall provide *** the services of Seller customer services
      representatives ("Seller’s
      Representatives") acting in an advisory capacity as defined in
      Appendix A of this Clause 15.

              


      

    

    


    
      
        	
                15.2.2

              	
                In
      the event of a need for non-routine technical assistance, the Buyer shall
      have non-exclusive access to the Seller’s Representatives closest to the
      Buyer's 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 main base
      shall be provided to the
Buyer.

              


      

    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
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    Clause
15 – 7/24

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
                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 *** of receipt of
      such accounting.

              


      

    

    


    
      
        	
                15.2. 

              	
                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 shall provide *** a suitable
      lockable office, conveniently located with respect to the Buyer's
      maintenance facilities, with complete office furniture and equipment
      including telephone and facsimile connections for the sole use of the
      Seller's Representatives.

              


      

    

    


    
      
        	
                15.3.2

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

              


      

    

    


    
      
        	
                15.3.3

              	
                The
      Buyer shall also reimburse the Seller the costs for air transportation for
      the annual vacation of the Seller’s Representatives to and from their
      place of assignment and TOULOUSE,
FRANCE.

              


      

    

    


    
      
        	
                15.3.4

              	
                In
      case of on site support needed, should the Buyer request any of the
      Seller's Representatives referred to in Clause 15.2 above, to travel on
      business to a city other than his usual place of assignment, the Buyer
      shall be responsible for all related transportation costs on Buyer’s
      network.

              


      

    

    


    
      
        	
                15.3.5

              	
                The
      Buyer shall assist the Seller to obtain from the civil authorities of the
      Buyer's country those documents which are necessary to permit the Seller's
      Representatives to live and work in the Buyer's
  country.

              


      

    

    


    
      
        	
                15.3.6

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

              


      

    

    


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

      

    

    


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

      

    

    


    
      
        -
the entry
into or the exit from the Buyer'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.

    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Clause
15 – 8/24

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      
        	
                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.

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Clause
15 – 9/24

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    APPENDIX
A TO CLAUSE 15

    


    SELLER
REPRESENTATIVE ALLOCATION

    


    
      	
               
      

            	
              The
      Seller Representative allocation that is provided to the Buyer pursuant to
      Clause 15.2 is defined hereunder.

            


    

    


    
      	
               
      

            	
              1

            	
              The
      Buyer shall be provided a total of *** man-months of Seller Representative
      services at the Buyer's main base or at other locations to be mutually
      agreed.

            


    

    


    
      	
               
      

            	
              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 Representatives assigned to the Buyer at any one
      time shall be mutually agreed, but at no time shall it exceed ***
      men.

            


    

    


    
      	
               
      

            	
              4

            	
              Absence
      of an assigned Seller’s Representative during normal statutory vacation
      periods are covered by the Seller’s Representatives as defined in Clause
      15.2.2 and as such are accounted against the total allocation provided in
      item 1 above.

            


    

    


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

    


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– CSN – 01/04

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    Clause 16
- 1/10



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
              16

            	
              TRAINING
      AND TRAINING AIDS

            


    

    


    
      	
              16.1

            	
              General

            


    

    


    
      	
               
      

            	
              This
      Clause covers the terms and conditions for the supply of training and
      training aids for the Buyer's personnel to support the Aircraft
      operation.

            


    

    


    
      	
              16.2 

            	
              Scope

            


    

    


    
      	
              16.2.1

            	
              The
      range and quantities of training and training aids to be provided ***
      under this Agreement are covered in Appendix A to this Clause
      16.

            


    

    


    
      	
              16.2.2

            	
              The
      contractual training courses shall be provided up to *** under this
      Agreement.

            


    

    


    
      	
              16.2.3

            	
              In
      the event that the Buyer should use none or only part of the training or
      training aids to be provided pursuant to this Clause, no compensation or
      credit of any sort shall be
provided.

            


    

    


    
      	
              16.3

            	
              Training Organization /
      Location

            


    

    


    
      	
              16.3.1

            	
              The
      Seller shall provide the training at its training center in BLAGNAC,
      FRANCE, or one of its 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 of such training support
      elsewhere.

            


    

    


    
      	
              16.3.3

            	
              Upon
      the Buyer's request the Seller may also provide certain training at one of
      the Buyer's bases, if and when practicable for the Seller, under terms and
      conditions to be mutually agreed upon. In this event, all additional
      charges listed in sub-Clause 16.6.2 shall be borne by the
      Buyer.

            


    

    


    
      	
              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 personnel are defined in the applicable brochure
      describing the various Seller’s training courses (“the Seller's Training
      Course Catalog”) and will be scheduled as mutually agreed upon during a
      training conference (“the Training Conference”) to be held at least
      ***

            


    

    


    
      	
              16.4.2

            	
              When
      training is performed by the
Seller:

            


    

    


    
      	
               
      

            	
              (i)

            	
              Training
      courses shall be the Seller's standard courses as described in the
      Seller's applicable 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
      organization of the training
courses;

            


    

    


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

    


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– CSN – 01/04

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- 2/10



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      
        	
              	
                (ii)

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

              


      

    

    


    
      
        	
              	
                (iii)

              	
                Training
      data and documentation for trainees receiving the contractual training at
      the Seller's training centers shall be ***. Training data and
      documentation shall be marked "FOR TRAINING ONLY" and as such are supplied
      for the sole and express purpose of training
;

              


      

    

    


    
      
        	
              	
                (iv)

              	
                Upon
      the request of the Buyer, the Seller will 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 center in BLAGNAC, FRANCE at no charge to the Buyer
    ;

              


      

    

    


    
      	
               
      

            	
              The
      above shipment shall be delivered Free Carrier (“FCA”) Toulouse, Blagnac
      Airport, 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

            	
              In
      the event of the Buyer deciding to cancel or re-schedule a training
      course, a minimum advance notice of *** shall be required. Any later
      cancellation or change, when courses cannot be allocated to other
      customers, shall be deducted from the training allowances defined herein
      or be charged to the Buyer, as
applicable.

            


    

    


    
      	
              16.4.4

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

            


    

    


    
      	
               
      

            	
              In
      the event of the training being provided by a training provider selected
      by the Seller, the Seller shall cause such training provider to deliver a
      certificate of completion at the end of any such training course. Such
      certificate shall not represent authority or qualification by any official
      Aviation Authorities but may be presented to such officials in order to
      obtain relevant formal
qualification

            


    

    


    
      	
              16.5 

            	
              Prerequisites

            


    

    


    
      	
              16.5.1

            	
              Training
      will be conducted in English and all training aids are written in English
      using common aeronautical terminology. Trainees must have the prerequisite
      experience as defined in Appendix "B" to this Clause
  16.

            


    

    
      


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

      


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– CSN – 01/04

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    It is
clearly understood that the Seller’s training courses are "Transition Training
Courses" and not "Ab Initio Training Courses".

    


    
      	
               
      

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

            


    

    


    
      	
              16.5.2

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

            


    

    


    
      	
              16.5.3

            	
              Upon
      the Buyer's 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 charge, and, if necessary, to coordinate
      with competent outside organizations for this purpose. Such consultation
      shall be held during the Training
Conference.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              16.6

            	
              Logistics

            


    

    


    
      	
              16.6.1

            	
              Trainees

            


    

    


    
      	
              16.6.1.1

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

            


    

    


    
      	
              16.6.1.2

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

            


    

    


    
      	
              16.6.2

            	
              Seller's Instructors – Training
      at External Location

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              16.6.2.1

            	
              Living
      Expenses

            


    

    


    
      	
               
      

            	
              Such
      expenses, covering the entire period from day of secondment to day of
      return to the Seller's base, shall include but shall not be limited to
      lodging, food and local transportation to and from the place of lodging
      and the training course location. The Buyer shall reimburse the Seller for
      such expenses on the basis of *** during the Training
      Conference.

            


    

    
      


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

      


      A319/A320
– CSN – 01/04

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- 4/10

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16.6.2.2

            	
              Air
    Travel

            


    

    


    
      	
               
      

            	
              The
      Buyer shall reimburse the Seller the costs for the Seller's instructors in
      confirmed business class to and from the Buyer's designated training site
      and the Seller's training center. The Seller shall make its reasonable
      efforts to use Buyer’s network.

            


    

    


    
      	
              16.6.2.3

            	
              Training
      Material

            


    

    


    
      	
               
      

            	
              The
      Buyer shall reimburse the Seller the cost of shipment for the training
      material needed to conduct such
courses.

            


    

    


    
      	
              16.6.2.4

            	
              Transportation
      Services

            


    

    


    
      	
               
      

            	
              The
      Buyer shall be solely liable for any and all delay in the performance of
      the training outside of the Seller's training centers associated with the
      transportation services described
above.

            


    

    


    
      	
              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 the facilities of the training
      provider selected by the Seller shall be provided by the Buyer 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 (regular
      transition program or a cross crew qualification program as applicable)
      for the Buyer's flight crews, each of which shall consist of *** captain
      *** and *** first officer, as defined in Appendix A to this Clause 16. The
      training manual used shall be the Seller’s Flight Crew Operating
      Manual.

            


    

    


    The Buyer
shall provide the Seller with an attendance list of trainees and return to the
Seller the Airbus Trainee Questionnaire detailing the associated pilot
background at the latest *** before the start of the training
course.

    


    
      	
              16.7.1.2

            	
              Whenever
      base flight training is required, the Buyer shall use its delivered
      Aircraft for said base flight training, which shall *** session of *** per
      pilot. When such base flight crew training is performed at a designated
      site of the Seller, the Seller shall provide *** line maintenance,
      including servicing, preflight checks and changing of minor components,
      subject to conditions agreed in the present
  Agreement.

            


    

    


    
      	
              16.7.1.3

            	
              The
      Buyer shall provide mutually agreed spare parts as required to support
      said Aircraft in-flight training and shall provide insurance in line with
      Clause 16.12.

            


    

    


    
      	
              16.7.1.4

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

            


    

    


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

    


    A319/A320
– CSN – 01/04

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    Clause 16
- 5/10


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16.7.2 

            	
              Flight Crew Line Initial
      Operating Experience

            


    

    


    
      	
              16.7.2.1

            	
              In
      order to assist the Buyer with initial operating experience after delivery
      of the first Aircraft, the Seller shall provide to the Buyer pilot
      instructor(s) as defined in Appendix A to this Clause
  16.

            


    

    


    
      	
              16.7.2.2

            	
              The
      Buyer shall reimburse the expenses for each such instructor in accordance
      with Clause 16.6.2. Additional pilot instructors can be provided at the
      Buyer's expense and upon conditions to be mutually agreed
      upon.

            


    

    


    
      	
              16.7.3

            	
              Cabin Attendants'
      Familiarization Course

            


    

    


    
      	
               
      

            	
              The
      Seller shall provide cabin attendants' course(s) to the Buyer's cabin
      attendants, as defined in Appendix A to this Clause
  16.

            


    

     

    
      	
               
      

            	
              The
      cabin attendants' course, when incorporating the features of the Buyer's
      Aircraft, can be given at the earliest *** before the delivery date of the
      Buyer's first Aircraft.

            


    

    


    
      	
              16.7.4

            	
              Performance / Operations
      Course

            


    

    


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

     

    
      	
               
      

            	
              The
      available courses are listed in the Seller's applicable Training Courses
      Catalog.

            


    

    


    
      	
              16.8 

            	
              Maintenance
      Training

            


    

    


    
      	
               
      

            	
              The
      Seller shall provide maintenance training for the Buyer'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
      Buyer shall provide the Seller with an attendance list of trainees at the
      latest *** before the start of the training
  course.

            


    

    


    
      	
              16.8.1

            	
              On-the-Job
      Training

            


    

    


    
      	
               
      

            	
              Upon
      the Buyer's request, the Seller may be consulted to identify competent
      outside organizations to provide on-the-job training, which shall be at
      the Buyer's charge.

            


    

    


    
      	
              16.8.2 

            	
                                   Line Maintenance Initial
      Operating Experience
Training

            


    

    


    
      	
               
      

            	
              In
      order to assist the Buyer during the entry into service of the Aircraft,
      the Seller shall provide to the Buyer maintenance instructor(s) at the
      Buyer'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, CAATS, ADRES, and any other activities which may be deemed necessary
      after delivery of the first
Aircraft.

            


    

    
      


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

      


      A319/A320
– CSN – 01/04

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      Clause 16
- 6/10

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16.8.2.2

            	
              The
      Buyer shall reimburse the expenses for said instructor(s) in accordance
      with Clause 16.6.2. Additional maintenance instructors can be provided at
      the Buyer's expense.

            


    

    


    
      	
              16.9 

            	
              Supplier
      and Engine Manufacturer Training

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              16.10 

            	
              Training
      Aids for the Buyer’s Training
Organization

            


    

    


    
      	
              16.10.1

            	
              The
      Seller shall provide to the Buyer the Airbus Computer Based Training
      (Airbus CBT) and training aids, as used in the Seller's
      training centers, *** as defined in Appendix A to this Clause
      16.

            


    

    


    
      	
               
      

            	
              The
      Airbus CBT and training aids supplied to the Buyer shall be similar to
      those used in the Seller’s training centers for the training provided for
      the Buyer. The Airbus CBT shall be revised during the period when training
      courses covered by this Agreement are performed for the Buyer in the
      Seller’s training center and within the limit defined in Clause
      16.2.2.

            


    

    


    
      	
              16.10.2

            	
              Delivery

            


    

    


    
      	
              16.10.2.1

            	
              The
      Seller shall deliver to the Buyer 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

            	
              Those
      items supplied to the Buyer pursuant to Clause 16.10.1 above 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 facilities shall be at the Buyer's
      expense.

            


    

    


    
      	
              16.10.3 

            	
              Installation

            


    

    


    
      	
              16.10.3.1

            	
              Upon
      the Buyer’s request, the Seller may assist the Buyer with the initial
      installation of the Airbus CBT at the Buyer's facility following
      notification in writing that the various components, which are in
      accordance with specifications defined in the Airbus CBT Technical
      Catalog, are ready for installation and available at the Buyer's
      facility.

            


    

    
      


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

      


      A319/A320
– CSN – 01/04

      CC-C
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      Clause 16
- 7/10

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              16.10.3.2

            	
              The
      Buyer shall provide any and all the necessary hardware on which the Airbus
      CBT shall be installed and Seller shall not be responsible for any
      incompatibility of such hardware with the Airbus
  CBT.

            


    

    


    
      	
              16.10.3.3

            	
              The
      Airbus CBT will be installed by the Buyer's personnel, who shall have
      followed the Seller's Airbus CBT Familiarization, and the Seller shall be
      held harmless from any damage to person and/or to property caused by or in
      any way connected with the handling and/or installation of the Airbus CBT
      by the Buyer's personnel.

            


    

    


    
      	
              16.10.3.4

            	
              The
      Buyer shall reimburse the expenses in accordance with Clause 16.6.2, for
      the Seller's personnel required at the Buyer's facility to conduct Airbus
      CBT Familiarization and/or provide installation
  assistance.

            


    

    


    
      	
              16.10.4

            	
              License

            


    

    


    
      	
              16.10.4.1

            	
              The
      Seller shall grant the Buyer a Licence to use the Airbus CBT, as defined
      in Appendix C to this Clause 16.

            


    

    


    
      	
              16.10.4.2

            	
              Supply
      of additional sets of courseware supports, as well as any extension to the
      Licence of such courseware, shall be subject to terms and conditions to be
      mutually agreed.

            


    

    


    
      	
              16.10.5

            	
              The
      Seller shall not be responsible and hereby disclaims any and all
      liabilities resulting from or in connection with the use by the Buyer of
      the Airbus CBT and training aids at the Buyer’s
  facilities.

            


    

     

    
      	
              16.11

            	
              Proprietary
      Rights

            


    

    


    
      	
               
      

            	
              The
      Seller's training data and documentation, Airbus CBT and training aids are
      proprietary to the Seller and 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.

            


    

    
      


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

      


      A319/A320
– CSN – 01/04

      CC-C
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      Clause 16
- 8/10

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    

    
       

      APPENDIX
A TO CLAUSE 16

    

     

    APPENDIX
"A" TO CLAUSE 16

    


    TRAINING
ALLOWANCE

    


    
      	
              1.

            	
              FLIGHT
      OPERATIONS TRAINING

            


    

    


    
      	
              1.1

            	
              Flight
      Crew Line Initial Operating
Experience

            


    

    


    
      	
               
      

            	
              The
      Seller shall provide to the Buyer pilot instructor(s) *** for a period of
      *** pilot instructor months.

            


    

    


    The
maximum number of pilot instructors present at any one time shall be limited to
*** pilot instructors.

    


    
      	
              1.2 

            	
              Performance
      / Operations Course(s)

            


    

    


    
      	
               
      

            	
              1.2.1

            	
              The
      Seller shall provide to the Buyer *** of performance / operations training
      *** for the Buyer's personnel.

            


    

    


    
      	
              1.2.2

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

            


    

    


    
      	
              2

            	
              MAINTENANCE
      TRAINING

            


    

    


    
      	
               
      

            	
              2.1

            	
              Maintenance
      Training Courses

            


    

    


    
      	
               
      

            	
              2.1.1

            	
              The
      Seller shall provide to the Buyer *** per Aircraft up to a maximum of ***
      for the Buyer's personnel.

            


    

    


    
      	
               
      

            	
              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.

            


    

    


    
      	
               
      

            	
              2.1.3

            	
              Notwithstanding
      the trainee days allowance in Clause 2.1.1 above, the number of Engine
      Run-up courses shall be limited to *** course for *** Aircraft and to a
      *** courses in total.

            


    

    


    
      	
              3 

            	
              TRAINEE
      DAYS ACCOUNTING

            


    

    


    
      	
               
      

            	
              Trainee
      days are counted as follows:

            


    

    


    
      	
               
      

            	
              -

            	
              for
      instruction at the Seller's training centers : *** of instruction for ***
      trainee equals ***. The number of trainees at the beginning of the course
      shall be counted as the number of trainees considered to have taken the
      course.

            


    

    
      


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

      


      A319/A320
– CSN – 01/04

      CC-C
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      Clause 16
- 9/10

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX A TO
CLAUSE 16

     

    
      	
               
      

            	
              -

            	
              for
      instruction outside of the Seller's training centers : *** of
      secondment of *** Seller instructor equals the actual number of trainees
      attending the course or a ***.

            


    

    


    
      	
              4 

            	
              TRAINING
      AIDS FOR BUYER'S TRAINING
ORGANIZATION

            


    

    


    The
Seller shall provide to the Buyer *** Airbus CBT for workstation(s) as related
to the Aircraft type(s) as covered by this Agreement. The detailed description
of the Airbus CBT will be provided to the Buyer at the Training
Conference.


    


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

    


    A319/A320
– CSN – 01/04

    CC-C
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    Clause 16
- 10/10



    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    APPENDIX B TO CLAUSE 16

     

    APPENDIX "B" TO CLAUSE
16

    


    MINIMUM RECOMMENDED
QUALIFICATION

    


    IN RELATION TO TRAINING
REQUIREMENTS

    


    (Regular
Transition Courses)

    


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

    


    
      	
              -

            	
              CAPTAIN
      prerequisites

            


    

    


    
      	
               
      

            	
              .

            	
              Fluency
      in English

            


    

    
      	
               
      

            	
              .

            	
              1500
      hours minimum flying experience as
pilot

            


    

    
      	
            	
              . 

            	
              1000
      hours experience on FAR/JAR 25
aircraft

            


    

    
      	
            	
              .

            	
              200
      hours experience as airline, corporate pilot or military
    pilot

            


    

    
      	
               
      

            	
              .

            	
              Must
      have flown transport type aircraft, as flying pilot, within the last 12
      months.

            


    

    


    
      	
              - 

            	
              FIRST OFFICER
      prerequisites

            


    

    


    
      	
               
      

            	
              .

            	
              Fluency
      in English

            


    

    
      	
            	
              . 

            	
              500
      hours minimum flying experience as pilot of fixed wing
      aircraft

            


    

    
      	
            	
              . 

            	
              300
      hours experience on FAR/JAR 25
aircraft

            


    

    
      	
            	
              . 

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

            


    

    
      	
               
      

            	
              .

            	
              Must
      have flown transport type aircraft, as flying pilot, within the last 12
      months.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              an
      adapted course (example : if not fluent in English, an adapted course with
      a translator to be provided by the Buyer)
or,

            


    

     

    
      
        	
              	
                (ii)

              	
                an
      ELT (Entry Level Training) program before coming to the training center to
      follow the regular or the adapted
course.

              


      

    

    


    Such course(s), if required, shall
be at the Buyer's expense.

    


    
      	
              -

            	
              Maintenance Personnel
      prerequisites

            


    

    


    
      	
            	
              . 

            	
              Fluency
      in English

            


    

    
      	
            	
              . 

            	
              Experience
      on first or second jet transport category
  aircraft

            


    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
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    Clause 16
- 11/10


     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    APPENDIX B
TO CLAUSE 16


    APPENDIX C TO CLAUSE
16

    


    ***

    [***Following three
pages omitted***]

      


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

      


      A319/A320
– CSN – 01/04

      CC-C
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      Clause 16
- 12/10


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              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 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 if
necessary.

            


    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Clause 17
- 1/1



    
      
         


      

      
         


        
          

        

      

      
         


      

    

    


    
      	
              18

            	
              BUYER FURNISHED
      EQUIPMENT

            


    

    


    
      	
              18.1

            	
              Administration

            


    

    


    
      	
              18.1.1

            	
              ***,
      the Seller shall provide for the installation of those items of equipment
      which are identified in the Specification as being furnished by the Buyer
      ("Buyer Furnished
      Equipment" or "BFE"), 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 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 Aircraft
      and delivery of the Aircraft in accordance with the delivery
      schedule.  The Buyer shall provide such equipment by such dates
      in a serviceable condition, in order to allow performance of any assembly,
      test, or acceptance process in accordance with the industrial
      schedule.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              18.1.2

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

            


    

    


    
      	
              18.1.3

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

            


    

    


    
      	
               
      

            	
              Shipping
      Addresses:

            


    

    


    
      	
               
      

            	
              AIRBUS
      FRANCE S.A.S.

            


    

    
      	
               
      

            	
              316
      Route de Bayonne

            


    

    
      	
               
      

            	
              31300
      TOULOUSE

            


    

    
      	
               
      

            	
              FRANCE

            


    

    


    
      	
               
      

            	
              or

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
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      Clause 18
- 1/3

       

    

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      AIRBUS
DEUTSCHLAND GmbH

    

    
      	
               
      

            	
              Division
      Hamburger Flugzeugbau

            


    

    
      	
               
      

            	
              Kreetslag
      10

            


    

    
      	
               
      

            	
              21129
      HAMBURG

            


    

    
      	
               
      

            	
              FEDERAL
      REPUBLIC OF GERMANY

            


    

    


    
      	
               
      

            	
              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 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 the
      Agreement.  In such a case the Seller shall be entitled to the
      payment of a reasonable handling charge and shall bear no liability in
      respect of delay and product support commitments for such items which
      shall be the subject of separate arrangements between the Buyer and the
      relevant 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 Aviation 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.

            


    

    


    
      	
              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 Aircraft to be adjusted in accordance with the
      updated delivery schedule and to include in particular the amount of the
      Seller's additional costs, attributable to such delay or failure such as
      storage, taxes, insurance and costs of out-of sequence
      installation.

            


    

    


    
      	
              18.3.2

            	
              Further,
      in any such event, the Seller may:

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      
        	
              	
                (ii)

              	
                if
      the BFE shall be so delayed by more than ***, or unapproved *** deliver
      the 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 Aircraft so
      delivered.

              


      

    

    
       

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

        


        A319/A320
– CSN – 01/04

        CC-C
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        Clause 18
- 2/3

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              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 the period starting upon
delivery of the BFE to the Seller’s facilities until the Aircraft is delivered
to the Buyer.

    

    


    
      	
              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 or wilful misconduct of
      the Buyer, its directors, officers, agents or employees, be solely liable
      for and shall indemnify and hold harmless the Buyer, its directors,
      officers, agents and employees, its Affiliates and their respective
      insurers from and against all liabilities, claims, damages, costs and
      expenses (including legal expenses and attorney fees) in respect of loss
      of or damage to the Seller's property and/or injury to or death of the
      directors, officers, agents or employees of the Seller and/or from and
      against all liabilities, claims, damages, costs and expenses (including
      legal expenses and attorney fees) for any 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 for 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 or wilful misconduct of
      the Seller, its directors, officers, agents or employees, be solely liable
      for and shall indemnify and hold harmless the Seller, its Affiliates, its
      Suppliers and their respective insurers from and against all liabilities,
      claims, damages, costs and expenses (including legal expenses and attorney
      fees) in respect of loss of or damage to the Buyer’s property and/or
      injury to or death of the directors, officers, agents or employees of the
      Buyer and/or from and against all liabilities, claims, damages, costs and
      expenses (including legal expenses and attorney fees) for any 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.

              


      

    

    


    
      	
              19.2

            	
              Indemnities Relating to
      Training on Aircraft after
Delivery

            


    

    


    
      
        	
                19.2.1

              	
                The
      Buyer shall, except in the case of gross negligence or wilful misconduct
      of the Seller, its directors, officers, agents and employees, be solely
      liable for and shall indemnify and hold harmless the Seller, its
      Affiliates, its Suppliers and their respective insurers from and against
      all liabilities, claims, damages, costs and expenses (including legal
      expenses and attorney fees) incident thereto or incident to successfully
      establishing the right to indemnification, for injury to or death of any
      person (including any of the Buyer's directors, officers, agents and
      employees utilising such training services, but not directors, officers,
      agents and employees of the Seller) and/or for loss of or damage to any
      property and/or for loss of use thereof arising (including the aircraft on
      which the training services are performed), arising out of or in any way
      connected to the performance of any Aircraft Training
      Services.

              


      

    

     

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

      
        


        A319/A320
– CSN – 01/04

        CC-C
3370036/02

        Clause 18
- 3/3

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
              19.2.2

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

            


    

    


    
      	
              19.3

            	
              Indemnities relating to Seller
      Representatives Services

            


    

    


    
      	
              19.3.1

            	
              The
      Buyer shall, except in case of gross negligence or wilful misconduct of
      the Seller, its directors, officers, agents or employees, be solely liable
      for and shall indemnify and hold harmless the Seller,
      its  Affiliates, its Suppliers and their respective insurers
      from and against all liabilities, claims, damages, costs and expenses
      (including legal expenses and attorney fees) for all injuries to or death
      of persons (excepting injuries to or death of the Seller’s
      Representatives) and for loss of or damage to property and/or loss of use
      thereof howsoever arising out of or in connection with the Seller’s
      Representatives’ Services.

            


    

    


    
      	
              19.3.2

            	
              The
      Seller shall, except in case of gross negligence or wilful misconduct of
      the Buyer, its directors, officers, agents or employees, be solely liable
      for and shall indemnify and hold harmless the Buyer, its directors,
      officers, agents and employees, its Affiliates and their respective
      insurers from and against all liabilities, claims, damages, costs and
      expenses (including legal expenses and attorney fees) for all injuries to
      or death of the Seller’s Representatives in connection with the Seller’s
      Representatives’ Services.

            


    

    


    
      	
              19.4

            	
              Insurances

            


    

    


    
      	
               
      

            	
              For
      all training periods on aircraft, the Buyer shall cause the Seller, as
      defined in Clause 19.5 hereof, its Affiliates, its Suppliers and their
      respective insurers to be named as additional insureds under the Buyer’s
      Comprehensive Aviation Legal Liability insurance policies, including War
      Risks and Allied Perils, to the extent of the Buyer's undertaking set
      forth in Clause 19.2.1. With respect to the Buyer's Hull All Risks
      and Hull War Risks insurances and Allied Perils, the Buyer shall cause the
      insurers of the Buyer's hull insurance policies to waive all rights of
      subrogation against the Seller, as defined in Clause 19.5 hereof, its
      Affiliates, its Suppliers and their respective insurers to the extent of
      the Buyer's undertaking set forth in
  Clause 19.2.1.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    
       

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

        


        A319/A320
– CSN – 01/04

        CC-C
3370036/02

        Clause 22
- 1/8

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (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
      Affiliates, its Suppliers and their respective insurers, have been waived
      to the extent of the Buyer's undertaking and specifically referring to
      Clause 19.2.1 and to this
Clause 19.4.

            


    

    


    
      	
              19.5

            	
              Seller  and
      Affiliates

            


    

    


    
      	
               
      

            	
              For
      the purposes of this Clause 19, "the Seller and its Affiliates"
      include the Seller, its subsidiaries, Airbus North America Customer
      Services, Hua-Ou Airbus - CASC Aviation Training Center, the Members,
      Airbus S.A.S. and its shareholders, each of the associated
      sub-contractors, the assignees of each of the foregoing, and their
      respective directors, officers, agents and
  employees.

            


    

    


    
      	
              19.6

            	
              Notice of
      Claims

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              20

            	
              TERMINATION

            


    

    


    
      	
              20.1

            	
              Termination for
      Insolvency

            


    

    


    
      	
               
      

            	
              In
      the event that either the Seller or the
Buyer:

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

            	
              files
      a voluntary petition in bankruptcy;

            


    

    


    
      	
               
      

            	
              (c)

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

            


    

    


    
      	
               
      

            	
              (d)

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

            


    

    


    
      	
               
      

            	
              (e)

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

            


    

    
       

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

        


        A319/A320
– CSN – 01/04

        CC-C
3370036/02

        Clause 22
- 2/8

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              (f)

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

            


    

    


    
      	
               
      

            	
              then
      the other party may, to the full extent permitted by law, by written
      notice, terminate all or part of 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 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 *** after the date of such
  notification.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              All
      costs referred to in 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.

            


    

    


    
      	
              20.4

            	
              Termination for Default under
      other Agreements

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              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 relevant party of the notice of
      termination sent by the other party without it being necessary for either
      party to take any further action or to seek any consent from the other
      party or any court or arbitral panel having
  jurisdiction.

            


    

    


    
      	
              20.5.2

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

            


    

     

    
      	
              20.5.3

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

            


    

    
       

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

        


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              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 an amount
      equal to all predelivery payments, deposits, option fees and any other
      monies paid by the Buyer  to the Seller under this Agreement and
      corresponding to the Aircraft, services, data and other items covered by
      such termination.

            


    

    


    
      	
              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 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.

            


    

    


    
      	
              21.2 

            	
              Assignments by
      Seller

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              21.2.1

            	
              Transfer of Rights and
      Obligations upon
Reorganisation

            


    

    


    
      	
               
      

            	
              If
      at any time until the date upon which all the obligations and liabilities
      of the Seller under this Agreement have been discharged, the legal
      structure, the membership or the business of the Seller is reorganised or
      the legal form of the Seller is changed and as a consequence thereof the
      Seller wishes the Buyer to accept the substitution of the Seller by
      another entity within the restructured Airbus group (or the Seller in its
      new legal form) ("Newco") as contemplated
      below, the Seller shall promptly notify the Buyer of its
    wish.

            


    

    


    
      	
               
      

            	
              In
      such event, the Seller may request the Buyer to enter into a novation
      agreement and/or other agreement having the same effect whereby the
      Seller's rights and obligations under this Agreement are novated or
      transferred in favour of Newco.  Upon receipt of such request,
      the Buyer shall enter into a novation agreement and/or other appropriate
      documentation provided that the Buyer's rights and obligations under this
      Agreement are not materially adversely affected by such
      novation/transfer.

            


    

    
       

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

        


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              Until
      any such novation agreement/other appropriate documentation has come into
      effect, this Agreement shall remain in full force and effect, and each
      party shall act diligently and in good faith to implement the novation
      agreement/appropriate transfer documentation as soon as practicable after
      Newco has come into existence.

            


    

     

    
      	
              22

            	
              MISCELLANEOUS
      PROVISIONS

            


    

    


    
      	
              22.1

            	
              Data
      Retrieval

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              22.2

            	
              Notices

            


    

    


    All
notices and requests required or authorized hereunder shall be given in writing
either by personal delivery to an authorized representative of the party to whom
the same is given or by registered mail (return receipt requested), express mail
(tracking receipt requested) or by facsimile, to be confirmed by subsequent
registered mail, and the date upon which any such notice or request is so
personally delivered or if such notice or request is given by registered mail,
the date upon which it is received by the addressee or, if given by facsimile,
the date upon which it is sent with a correct confirmation printout, provided
that if such date of receipt is not a business day notice shall be deemed to
have been received on the first following business day, shall be deemed to be
the effective date of such notice or request.

    


    Seller’s
address for notices is:

    


    AIRBUS

    Attn. To
V. P. Contracts

    1
Rond-Point Maurice Bellonte

    31707
Blagnac Cedex

    France

    


    Buyer’s
address for notices is:

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    Attention
to Vice President

    Bai Yun
Airport

    Guangzhou
510405

    People’s
Republic of China

    


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

     

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

    


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              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.

            


    

    


    
      	
              22.4.2

            	
              Any
      dispute arising out of or in connection with this Agreement shall be
      finally settled under the Rules of Conciliation and Arbitration of the
      International Chamber of Commerce by three (3) arbitrators appointed in
      accordance with such rules.

            


    

    


    
      	
               
      

            	
              Arbitration
      shall take place in London in the English
  language.

            


    

    


    
      	
              22.5 

            	
              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 the terms of Clause 21 (Assignments and Transfers) of this
      Agreement, the parties may rescind, vary, waive, release, assign, novate
      or otherwise dispose of all or any of their respective rights or
      obligations under this Agreement without the consent of any person who is
      not a party to this Agreement.

            


    

    


    
      	
              22.6

            	
              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.

            


    

    


    
      	
              22.7

            	
              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.

            


    

     

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

    


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              22.8

            	
              Alterations to
      Contract

            


    

    


    
      	
               
      

            	
              This
      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.

            


    

    


    
      	
              22.9

            	
              Language

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              This
      Agreement has been executed in three (3) original copies which are in
      English, and may be executed in
counterparts.

            


    

    


    
      	
              22.10

            	
              Confidentiality

            


    

    


    
      	
               
      

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

            


    

     

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

    


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- 7/8


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    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

              
	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES

              	
                AIRBUS
      SNC

              
	
                COMPANY
      LIMITED

              	 
      
	 
      	 
      
	
                By
      :   /s/ Yuan Xinan

              	
                By:
      /s/ Guy Brunon

              
	 
      	 
      
	
                Name:
      Yuan Xinan

              	
                Name:
      Guy Brunon

              
	 
      	 
      
	
                Title:
      Vice President

              	
                Title:   VP
      Contracts

              
	 
      	 
      
	
                Date:  April
      9, 2004

              	
                Date:  April
      9, 2004

              
	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES (GROUP)

              	
                WHITNESSED
      BY:

              
	
                IMPORT
      AND EXPORT TRADING

              	 
      
	
                CORPORATION

              	 
      
	 
      	 
      
	
                By:
      /s/ Zhou Yongqian

              	
                By:
      /s/ Laurence Barron

              
	 
      	 
      
	
                Name:
      Zhou Yongqian

              	
                Name:
      Laurence Barron

              
	 
      	 
      
	
                Title:   General
      Manager

              	
                Title:
      President Airbus China

              
	 
      	 
      
	
                Date:  April
      9, 2004

              	
                Date:  April
      9, 2004

              


      

    

    
       

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

       

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- 8/8

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    AMENDMENT
No.1

    
 

    TO THE A319/A320 PURCHASE
AGREEMENT

     

    BETWEEN

    


    AIRBUS
S.A.S.

    


    as
Seller

    


    AND

    


    CHINA SOUTHERN AIRLINES
COMPANY LIMITED


     

    
      	
               
      

            	
              (1)

            	
              as
      Airline

            


    

     

    AND

    
 

    CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT TRADING CORPORATION

    


    As
Trading Corporation

    


    Both
Airline and Trading Corporation

     

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

    


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No. 1- 1/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    A319/A320
AMENDMENT No.1

    
 

    This
amendment No.1 to the A319/A320 Purchase Agreement dated as of April 09, 2004 is
made on this 11th day of
November 2004,


    


    BETWEEN


    


    AIRBUS S.A.S., a société par actions
simplifiée, legal successor of Airbus S.N.C., formerly known as Airbus
G.I.E having its registered office at:


    


    
      
        	 
      	
                1
      Rond-Point Maurice Bellonte

              
	 
      	
                31707  BLAGNAC  Cedex

              
	 
      	
                FRANCE

              


      

    

    


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

    


    AND

    


    CHINA SOUTHERN AIRLINES COMPANY
LIMITED, having its principal office at :

    


    
      
        	 
      	
                Bai
      Yun Airport

              
	 
      	
                GUANGZHOU 510405

              
	 
      	
                PEOPLE'S
      REPUBLIC OF CHINA

              


      

    

    


    (hereinafter
referred to as the "Airline") of the other
part

     

    AND

     

    CHINA SOUTHERN AIRLINES (GROUP)
IMPORT AND EXPORT TRADING CORPORATION, having its principal office at
:

    


    
      
        
          
            	 
      	
                    Bai
      Yun Airport

                  
	 
      	
                    GUANGZHOU 510405

                  
	 
      	
                    PEOPLE'S
      REPUBLIC OF CHINA

                  


          

        

      

    

     

    (hereinafter
referred to as the "Trading
Corporation", the Airline and the Trading Corporation hereinafter
referred to jointly and severally as the "Buyer" ).

    


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

    


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No. 1- 2/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    WHEREAS

    


    
      	
               
      

            	
              -

            	
              The
      parties hereto have signed on the 9th
      day of April 2004 an A319/A320 Purchase Agreement called hereinafter
      together with its Exhibits and Letter Agreements (the “Agreement”) for the
      sale of a certain number of A319 Aircraft and A320 Aircraft, collectively
      referred to as the “Aircraft".

            


    

    


    
      	
               
      

            	
              -

            	
              Now,
      the Buyer and the Seller agree to enter into an amendment No.1 (the
      “Amendment”) to the Agreement to modify the delivery schedule of *** A319
      Aircraft.

            


    

     

    NOW
THEREFORE IT IS AGREED AS FOLLOWS:

    


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

    


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    Amendment
No. 1- 3/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
              1
      - 

            	
              DELIVERY
      SCHEDULE

            


    

    


    
      	
               
      

            	
              The
      Parties agree to reschedule the delivery date of *** A319 Aircraft
      originally scheduled for delivery in *** (the ”Rescheduled
      Aircraft”).

            


    

    


    
      	
               
      

            	
              The
      Rescheduled Aircraft is now hereby rescheduled to be delivered to the
      Buyer in ***

            


    

     

    
      	
              2. 

            	
              PROVISION OF THE
      AMENDMENT

            


    

     

    The
provisions of the Agreement, its Exhibits, its Letter Agreement shall apply to
the sale and delivery of the Aircraft herein defined except insofar as they may
be expressly modified by the provisions of this Amendment.

    


    The
Agreement shall be deemed amended and supplemented to the extent herein provided
and as so amended and supplemented shall remain in full force and
effect.

    


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

    


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

    


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No. 1- 4/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.

    


    
      
        	
                Agreed
      and Accepted

              	
                Agreed
      and Accepted

              
	 
      	 
      
	
                For
      and on behalf of

              	
                For
      and on behalf of

              
	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES

              	
                AIRBUS
      SNC

              
	
                COMPANY
      LIMITED

              	 
      
	 
      	 
      
	
                By
      :   /s/ Yuan Xinan

              	
                By:
      /s/ Guy Brunon

              
	 
      	 
      
	
                Name:
      Yuan Xinan

              	
                Name:
      Guy Brunon

              
	 
      	 
      
	
                Title:
      Vice President

              	
                Title:   VP
      Contracts

              
	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES (GROUP)

              	 
      
	
                IMPORT
      AND EXPORT TRADING

              	 
      
	
                CORPORATION

              	 
      
	 
      	 
      
	
                By:
      /s/ Zhou Yongqian

              	 
      
	 
      	 
      
	
                Name:
      Zhou Yongqian

              	 
      
	 
      	 
      
	
                Title:   General
      Manager

              	 
      


      

    

    
       

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

       

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No. 1- 5/5

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    AMENDMENT
No.2

    


    TO THE A319/A320 PURCHASE
AGREEMENT

    


    BETWEEN

    


    AIRBUS
S.A.S.

    


    as
Seller

    


    AND

    


    CHINA SOUTHERN AIRLINES
COMPANY LIMITED

    


    as
Airline

    


    AND

    


    CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT TRADING CORPORATION

    


    As
Trading Corporation

    


    Both
Airline and Trading Corporation as Buyer

     

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

    


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No. 2- 1/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    A319/A320
AMENDMENT No.2

    


    This
amendment No.2 to the A319/A320 Purchase Agreement dated as of April 09, 2004 is
made on this 2nd day of
December 2004,

    


    BETWEEN
:

    


    AIRBUS S.A.S., a société par actions
simplifiée, legal successor of Airbus S.N.C., formerly known as Airbus
G.I.E, created and existing under French law having its registered office at 1
Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the
Toulouse Registre du
Commerce under number RCS Toulouse 383 474 (hereinafter referred to as
"the Seller") of the one
part,

    


    AND
:


    


    CHINA SOUTHERN AIRLINES COMPANY
LIMITED, having its principal office at Bai Yun Airport, Guangzhou
510405, People's Republic of China (hereinafter referred to as the “Airline”) of the other
part,

    


    AND

    


    CHINA SOUTHERN AIRLINES (GROUP)
IMPORT AND EXPORT TRADING CORPORATION, having its principal office at Bai
Yun Airport, Guangzhou 510405, People's Republic of China (hereinafter referred
to as the “Trading
Corporation”, the Airline and the Trading Corporation hereinafter
referred to jointly and severally as the “Buyer”).

    
 

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

    


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No. 2- 2/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    WHEREAS

    


    
      	
               
      

            	
              -

            	
              The
      parties hereto have signed on the 9th
      day of April 2004 an A319/A320 Purchase Agreement called hereinafter
      together with its Exhibits and Letter Agreements (the “Agreement”) for the
      sale of a certain number of A319 Aircraft and A320 Aircraft, collectively
      referred to as the “Aircraft".

            


    

    


    
      	
               
      

            	
              -

            	
              The
      parties hereto have signed on the 11th
      of November 2004 an amendment No.1 to modify the delivery schedule of ***
      Aircraft.

            


    

    


    
      	
               
      

            	
              -

            	
              The
      parties now agree to enter into an amendment No.2 (the “Amendment”) to
      modify the delivery schedule of the Aircraft No.5 and the Aircraft No.6
      referred to as the ”Rescheduled
Aircraft”.

            


    

    


    NOW
THEREFORE IT IS AGREED AS FOLLOWS:

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Amendment
No. 2- 3/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
              1
      - 

            	
              DELIVERY
      SCHEDULE

            


    

    


    
      	
               
      

            	
              The
      Aircraft No.5 originally scheduled for delivery in *** is now hereby
      rescheduled to be delivered to the Buyer in
***.

            


    

    


    
      	
               
      

            	
              The
      Aircraft No.6 originally scheduled for delivery in *** is now hereby
      rescheduled to be delivered to the Buyer in
***.

            


    

     

    
      	
              2
      -

            	
              PREDELIVERY
      PAYMENTS

            


    

    


    ***

     

    
      	
              3
      - 

            	
              PROVISION OF THE
      AMENDMENT

            


    

     

    The
provisions of the Agreement, its Exhibits, its Letter Agreement shall apply to
the sale and delivery of the Aircraft herein defined except insofar as they may
be expressly modified by the provisions of this Amendment.

    


    The
Agreement shall be deemed amended and supplemented to the extent herein provided
and as so amended and supplemented shall remain in full force and
effect.

    


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

     

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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Amendment
No. 2- 4/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    
 

    IN
WITNESS WHEREOF, this Amendment No.2 was entered into the day and year above
written.

    


    
      
        	
                Agreed
      and Accepted

              	
                Agreed
      and Accepted

              
	 
      	 
      
	
                For
      and on behalf of

              	
                For
      and on behalf of

              
	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES

              	
                AIRBUS
      SNC

              
	
                COMPANY
      LIMITED

              	 
      
	 
      	 
      
	
                By
      :   /s/ Yuan Xinan

              	
                By:
      /s/ Guy Brunon

              
	 
      	 
      
	
                Name:
      Yuan Xinan

              	
                Name:
      Guy Brunon

              
	 
      	 
      
	
                Title:

              	
                Title:   VP
      Contracts

              
	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES (GROUP)

              	 
      
	
                IMPORT
      AND EXPORT TRADING

              	 
      
	
                CORPORATION

              	 
      
	 
      	 
      
	
                By:
      /s/ Wang Yuqing

              	 
      
	 
      	 
      
	
                Name:
      Wang Yuqing

              	 
      
	 
      	 
      
	
                Title:

              	 
      


      

    

    
       

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

       

      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Amendment
No. 2- 5/5

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    AMENDMENT
No.3

     

    TO THE A319/A320 PURCHASE
AGREEMENT

     

    BETWEEN

     

    AIRBUS
S.A.S.

    


    as
Seller


     

    AND
 

    CHINA SOUTHERN AIRLINES
COMPANY LIMITED

    


    as
Airline

    


    AND

    


    CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT TRADING CORPORATION

    


    As
Trading Corporation


    


    Both
Airline and Trading Corporation as Buyer

    


    
      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Amendment
No. 3- 1/5

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    A319/A320
AMENDMENT No.3
 

    This
amendment No.3 to the A319/A320 Purchase Agreement dated as of April 09th, 2004
is made on this 30th day of
June 2005,


    


    BETWEEN
:

    


    AIRBUS S.A.S., a société par actions
simplifiée, legal successor of Airbus S.N.C., formerly known as Airbus
G.I.E, created and existing under French law having its registered office at 1
Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the
Toulouse Registre du
Commerce under number RCS Toulouse 383 474 (hereinafter referred to as
"the Seller") of the one
part,

    


    AND
:


    


    CHINA SOUTHERN AIRLINES COMPANY
LIMITED, having its principal office at Bai Yun Airport, Guangzhou
510405, People's Republic of China (hereinafter referred to as the “Airline”) of the other
part,

    


    AND

    


    CHINA SOUTHERN AIRLINES (GROUP)
IMPORT AND EXPORT TRADING CORPORATION, having its principal office at Bai
Yun Airport, Guangzhou 510405, People's Republic of China (hereinafter referred
to as the “Trading
Corporation”, the Airline and the Trading Corporation hereinafter
referred to jointly and severally as the “Buyer”).

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Amendment
No. 3- 2/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    WHEREAS

    


    
      	
               
      

            	
              -

            	
              The
      parties hereto have signed on the 9th
      day of April 2004 an A319/A320 Purchase Agreement called hereinafter
      together with its Exhibits and Letter Agreements (the “Agreement”) for the
      sale of a certain number of A319 Aircraft and A320 Aircraft, collectively
      referred to as the “Aircraft".

            


    

    


    
      	
               
      

            	
              -

            	
              The
      parties hereto have signed on the 11th
      of November 2004 an amendment No.1 to modify the delivery schedule of ***
      Aircraft.

            


    

    


    
      	
               
      

            	
              -

            	
              The
      parties hereto have signed on the 03rd
      of December 2004 an amendment No.2 to modify the delivery schedule of ***
      Aircraft.

            


    

    


    
      	
               
      

            	
              -

            	
              The
      parties have signed on the 15th
      of March 2005 the SCNs in order to modify the specification of the A319
      Aircraft.

            


    

    


    
      	
               
      

            	
              -

            	
              The
      A319 Aircraft are individually referred to as “A319 Aircraft No.1”, “A319
      Aircraft No.2”, “A319 Aircraft No.3”, “A319 Aircraft No.4”, “A319 Aircraft
      No.5” and “A319 Aircraft No.6”.

            


    

    


    
      	
               
      

            	
              -

            	
              According
      to the SCNs signed, the A319 Aircraft No.1 through A319 Aircraft No.3 will
      be fitted with CFM 56-5B7/P ***.

            


    

    


    
      	
               
      

            	
              -

            	
              According
      to the SCNs signed, the A319 Aircraft No.4 through A319 Aircraft No.6 will
      be fitted with CFM 56-5B6/P ***.

            


    

    


    
      	
               
      

            	
              -

            	
              Following
      the signature of such SCNs, the parties now agree to enter into an
      amendment No.3 (the “Amendment”) to modify the A319 Aircraft Performance
      Guarantees.

            


    

     

    NOW
THEREFORE IT IS AGREED AS FOLLOWS:

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Amendment
No. 3- 3/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      	
              1- 

            	
              A319 Aircraft
      Performance Guarantees

            


    

    


    With
respect to the A319 Aircraft No.1 through A319 Aircraft No.3, Letter Agreement
No.3 ”A319 Performance Guarantees CFM” to the Agreement is hereby deleted and
replaced by Exhibit No.1 to this Amendment.

    


    With
respect to the A319 Aircraft No.4 through A319 Aircraft No.6, Letter Agreement
No.3 ”A319 Performance Guarantees CFM” to the Agreement is hereby deleted and
replaced by Exhibit No.2 to this Amendment.


    


    
      	
              2- 

            	
              PROVISION OF THE
      AMENDMENT

            


    

    


    The
provisions of the Agreement, its Exhibits, its Letter Agreement shall apply to
the sale and delivery of the Aircraft herein defined except insofar as they may
be expressly modified by the provisions of this Amendment.

    


    The
Agreement shall be deemed amended and supplemented to the extent herein provided
and as so amended and supplemented shall remain in full force and
effect.

    


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

     

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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Amendment
No. 3- 4/5


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    IN
WITNESS WHEREOF, this Amendment No.3 was entered into the day and year above
written.

    


    
      
        	
                Agreed
      and Accepted

              	
                Agreed
      and Accepted

              
	 
      	 
      
	
                For
      and on behalf of

              	
                For
      and on behalf of

              
	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES

              	
                AIRBUS
      SNC

              
	
                COMPANY
      LIMITED

              	 
      
	 
      	 
      
	
                By
      :   /s/ Yuan Xinan

              	
                By:
      /s/ Guy Brunon

              
	 
      	 
      
	
                Name:
      Yuan Xinan

              	
                Name:
      Guy Brunon

              
	 
      	 
      
	
                Title:
      Vice President

              	
                Title:   VP
      Contracts

              
	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES (GROUP)

              	 
      
	
                IMPORT
      AND EXPORT TRADING

              	 
      
	
                CORPORATION

              	 
      
	 
      	 
      
	
                By:
      /s/ Zeng Zixiang

              	 
      
	 
      	 
      
	
                Name:
      Zeng Zixiang

              	 
      
	 
      	 
      
	
                Title:   General
      Manager

              	 
      


      

    

    
       

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

       

      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Amendment
No. 3- 5/5

       

    

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      EXHIBIT
No. 1

       

    

    
      	
              1.

            	
              AIRCRAFT
      CONFIGURATION

            


    

    


    The
guarantees defined below ("the Guarantees") are applicable to the A319-100
Aircraft as described in the Technical Specification ***, as amended by a
Specification Change Notices ("SCN's") for

    
      	
               
      

            	
              i)

            	
              implementation
      of CFM International CFM56-5B7/P
engines

            


    

    
      
        	
                
                

              	
                ii)

              	
                increase
      of Design Weight to: Maximum Take-off Weight =
      ***

              


      

    

    Maximum
Landing Weight    = ***

    Maximum
Zero Fuel Weight  = ***

    
      	
               
      

            	
              iii)

            	
              installation
      of passenger gaseous oxygen system

            


    

    
      	
               
      

            	
              iv)

            	
              increase
      of airfield elevation envelope to *** pressure
  altitude

            


    

    without
taking into account any further changes thereto as provided in the
Agreement.


    
 

    
      	
              2.

            	
              GUARANTEED
      PERFORMANCE

            


    

    


    
      	
              2.1 

            	
              Speed

            


    

    


    Level flight speed at an Aircraft
gross weight of *** at a pressure altitude of *** in ISA conditions using a
thrust not exceeding maximum cruise thrust shall be not less than the guaranteed
Mach number value of: ***.

    


    
      	
              2.2 

            	
              Specific
      Range

            


    

    


    The average nautical miles per
kilogram of fuel at the weights and altitudes defined below in ISA conditions at
a true Mach number of ***

     

    
      
        	
                Weight

              	
                Pressure
      Altitude

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              
	
                ***

              	
                ***

              


      

       

    

    shall be
not less than a guaranteed value of : ***.

    


    
      	
              2.3 

            	
              Take-off

            


    

    


    
      	
               
      

            	
              JAR
      take-off field length at an Aircraft gross weight of *** at the start of
      ground run at sea level pressure altitude in ISA+15 °C conditions shall be
      not more than a guaranteed value of: ***.

            


    

     

    
      	
              2.4 

            	
              Second Segment
      Climb

            


    

    


    The
Aircraft shall meet JAR regulations for one engine inoperative climb after
take-off, undercarriage retracted, at a weight corresponding to the stated
weight at the start of ground run at the altitude and temperature and in the
configuration of flap angle and safety speed required to comply with the
performance guaranteed in paragraph 2.3.

    


    
      	
              2.5 

            	
              Landing Field
      Length

            


    

    


    
      	
              2.5.1

            	
              JAR
      certified dry landing field length at an Aircraft gross weight of *** at
      sea level pressure altitude shall be not more than a guaranteed value of
      ***.

            


    

     

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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

    Exhibit
No. 1- 1/4


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

     

    
      EXHIBIT
No. 1

       

    

    
      	
              2.5.2

            	
              JAR
      certified dry landing field length at an Aircraft gross weight of *** at a
      pressure altitude of *** and an Outside Air Temperature of *** shall be
      not more than a guaranteed value of: ***.

            


    

    


    2.6         En-route one engine
inoperative climb capability

    


    The
Aircraft shall meet JAR regulations minimum en-route climb gradient (***), with
one engine inoperative and the other one operating at maximum continuous thrust
available at that altitude, with air conditioning on, with anti-icing off, at an
Aircraft gross weight of *** in cruise configuration, in ISA conditions at a
pressure altitude of a guaranteed value of not less than: ***

    


    3.           MANUFACTURER'S WEIGHT
EMPTY

    


    The
Seller guarantees a Manufacturer's Weight Empty of not more than a guaranteed
value of: ***

    


    This is
the Manufacturer's Weight Empty as defined in Section 13-10 of the Specification
amended by the SCN's for associated changes as defined in paragraph 1 (i &
ii) and which will be derived from the weighing of the Aircraft.

    The
Manufacturer’s Weight Empty is subject to adjustment as defined in paragraph 6
below.

    


    4.           GUARANTEE
CONDITIONS

    


    
      	
              4.1.

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

            


    

    


    
      	
              4.2.

            	
              For
      the determination of JAR take-off and landing performance a hard level dry
      runway surface with no obstacles, no line-up allowance, zero wind,
      atmosphere according to ISA, except as otherwise noted and the use of
      speedbrakes, flaps, landing gear and engines in the conditions liable to
      provide the best results shall be
assumed.

            


    

    
      	
               
      

            	
              For
      take-off performance no special procedures have been considered if not
      otherwise specified.

            


    

    


    
      	
              4.2.1.

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

            


    

    


    
      	
              4.2.2

            	
              For
      the purpose of the take-off elements of the guarantee the centre of
      gravity position providing the best results shall be
    assumed.

            


    

    


    
      	
              4.3.

            	
              Climb,
      cruise and descent performance associated with the Guarantees will include
      allowances for normal electrical load and for normal engine air bleed and
      power extraction associated with maximum cabin differential pressure as
      defined in Section 21-30.31 of the Specification. Cabin air conditioning
      management during performance demonstration as described in paragraph 5.3
      may be such as to optimise the Aircraft performance while meeting the
      minimum air conditioning requirements defined above. Unless otherwise
      stated no air will be bled from the engines for
  anti-icing.

            


    

    Cruise
performance at *** and above assumes a centre of gravity position of ***, unless
otherwise stated.

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Exhibit No. 1- 2/4

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
No. 1

     

    
      	
              4.4.

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

            


    

    


    
      	
              4.5.

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

            


    

    


    5.           GUARANTEE
COMPLIANCE

    


    
      	
              5.1.

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

            


    

    


    
      	
              5.2.

            	
              Compliance
      with the take-off, second segment, en-route one engine inoperative,
      approach and landing elements of the Guarantees will be demonstrated with
      reference to the approved Flight Manual. For demonstration of take-off
      performance the optimal procedure may be
used.

            


    

    


    
      	
              5.3.

            	
              Compliance
      with those parts of the guarantees defined in paragraphs 2 not covered by
      the requirements of the certifying Airworthiness Authority shall be
      demonstrated by calculation based on data obtained during flight tests
      conducted on one (or more, at the Seller's discretion) A319-100 Aircraft
      of the same aerodynamic configuration as those Aircraft purchased by the
      Buyer and incorporated in the In-Flight Performance Program and data basis
      (“the IFP”) appropriate to the A319-100
  Aircraft.

            


    

    


    
      	
              5.4.

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

            


    

    


    
      	
              5.5.

            	
              Compliance
      with the Guarantees is not contingent on engine performance defined in the
      engine manufacturer's
specification.

            


    

    


    
      	
              5.6.

            	
              Compliance
      with the Manufacturer's Weight Empty guarantee defined in paragraph 3
      shall be demonstrated with reference to a weight compliance
      report.

            


    

    


    
      	
              5.7.

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

            


    

    


    6.           ADJUSTMENT OF
GUARANTEES

    


    
      	
              6.1.

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

            


    

    


    
      	
              6.2.

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

            


    

    
      
        	 	
                a) 

              	
                Any
      further configuration change which is the subject of a
  SCN

              


      

    

    
      	
               
      

            	
              b)

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

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Exhibit No. 1- 3/4

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
No. 1

     

    
      	
               
      

            	
              c)

            	
              Changes
      required to obtain certification which causes changes to the performance
      or weight of the Aircraft

            


    

    


    7.           EXCLUSIVE
GUARANTEES

    


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

    


    8.           ***

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Exhibit No. 1- 4/4

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

     

    EXHIBIT
No. 2

     

    1.           AIRCRAFT
CONFIGURATION

    


    The
guarantees defined below ("the Guarantees") are applicable to the A319-100
Aircraft as described in the Technical Specification ***, as amended by a
Specification Change Notices ("SCN's") for

    
      	
               
      

            	
              v)

            	
              implementation
      of CFM International CFM56-5B6/P
engines

            


    

    
      	
               
      

            	
              vi)

            	
              increase
      of Design Weight to: Maximum Take-off Weight   =
      ***

            


    

      Maximum
Landing Weight    = ***

      Maximum
Zero Fuel Weight = ***

    without
taking into account any further changes thereto as provided in the
Agreement.

    


    2.           GUARANTEED
PERFORMANCE

    


    2.1         Speed

    


    Level
flight speed at an Aircraft gross weight of *** at a pressure altitude of *** in
ISA conditions using a thrust not exceeding maximum cruise thrust shall be not
less than the guaranteed Mach number value of: ***.

    


    2.2         Specific
Range

    


    The
average nautical miles per kilogram of fuel at the weights and altitudes defined
below in ISA conditions at a true Mach number of ***

    Weight                Pressure
Altitude

    ***                      ***

    ***                      ***

    ***                      ***

    ***                      ***

    ***                      ***

    shall be
not less than a guaranteed value of : ***.

    


    2.3         Take-off

    


    
      	
              2.3.1

            	
              JAR
      take-off field length at an Aircraft gross weight of *** at the start of
      ground run at sea level pressure altitude in ISA+15 °C conditions shall be
      not more than a guaranteed value of: ***.

            


    

    


    2.4         Second Segment
Climb

    


    The
Aircraft shall meet JAR regulations for one engine inoperative climb after
take-off, undercarriage retracted, at a weight corresponding to the stated
weight at the start of ground run at the altitude and temperature and in the
configuration of flap angle and safety speed required to comply with the
performance guaranteed in paragraph 2.3.

    


    2.5         Landing Field
Length

    


    
      	
              2.5.1

            	
              JAR
      certified dry landing field length at an Aircraft gross weight of *** at
      sea level pressure altitude shall be not more than a guaranteed value of
      ***.

            


    

    


    
      	
              2.5.2

            	
              JAR
      certified dry landing field length at an Aircraft gross weight of *** at a
      pressure altitude of *** shall be not more than a guaranteed value of
      ***.

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Exhibit No. 2- 1/4

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT No. 2

     

    2.6         En-route one engine
inoperative climb capability

    


    The
Aircraft shall meet JAR regulations minimum en-route climb gradient (***), with
one engine inoperative and the other one operating at maximum continuous thrust
available at that altitude, with air conditioning on, with anti-icing off, at an
Aircraft gross weight of *** in cruise configuration, in ISA conditions at a
pressure altitude of a guaranteed value of not less than: ***


    


    3.           MANUFACTURER'S WEIGHT
EMPTY

    


    The
Seller guarantees a Manufacturer's Weight Empty of not more than a guaranteed
value of: ***

    


    This is
the Manufacturer's Weight Empty as defined in Section 13-10 of the Specification
amended by the SCN's for associated changes as defined in paragraph 1 (i &
ii) and which will be derived from the weighing of the Aircraft.

    The
Manufacturer’s Weight Empty is subject to adjustment as defined in paragraph 6
below.

    


    4.           GUARANTEE
CONDITIONS

    


    
      	
              4.1

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

            


    

    


    
      	
              4.2

            	
              For
      the determination of JAR take-off and landing performance a hard level dry
      runway surface with no obstacles, no line-up allowance, zero wind,
      atmosphere according to ISA, except as otherwise noted and the use of
      speedbrakes, flaps, landing gear and engines in the conditions liable to
      provide the best results shall be
assumed.

            


    

    
      	
               
      

            	
              For
      take-off performance no special procedures have been considered if not
      otherwise specified.

            


    

    


    
      	
              4.2.1

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

            


    

    


    
      	
              4.2.2

            	
              For
      the purpose of the take-off elements of the guarantee the centre of
      gravity position providing the best results shall be
    assumed.

            


    

    


    
      	
              4.3

            	
              Climb,
      cruise and descent performance associated with the Guarantees will include
      allowances for normal electrical load and for normal engine air bleed and
      power extraction associated with maximum cabin differential pressure as
      defined in Section 21-30.31 of the Specification. Cabin air conditioning
      management during performance demonstration as described in paragraph 5.3
      may be such as to optimise the Aircraft performance while meeting the
      minimum air conditioning requirements defined above. Unless otherwise
      stated no air will be bled from the engines for
  anti-icing.

            


    

    Cruise
performance at *** and above assumes a centre of gravity position of ***, unless
otherwise stated.

    


    
      	
              4.4

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

            


    

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Exhibit No. 2- 2/4

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

      
        EXHIBIT
No. 2

      

       

    

    
      	
              4.5

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

            


    

    


    5.           GUARANTEE
COMPLIANCE

    


    
      	
              5.1

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

            


    

    


    
      	
              5.2

            	
              Compliance
      with the take-off, second segment, en-route one engine inoperative,
      approach and landing elements of the Guarantees will be demonstrated with
      reference to the approved Flight Manual. For demonstration of take-off
      performance the optimal procedure may be
used.

            


    

    


    
      	
              5.3

            	
              Compliance
      with those parts of the guarantees defined in paragraphs 2 not covered by
      the requirements of the certifying Airworthiness Authority shall be
      demonstrated by calculation based on data obtained during flight tests
      conducted on one (or more, at the Seller's discretion) A319-100 Aircraft
      of the same aerodynamic configuration as those Aircraft purchased by the
      Buyer and incorporated in the In-Flight Performance Program and data basis
      (“the IFP”) appropriate to the A319-100
  Aircraft.

            


    

    


    
      	
              5.4

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

            


    

    


    
      	
              5.5

            	
              Compliance
      with the Guarantees is not contingent on engine performance defined in the
      engine manufacturer's
specification.

            


    

    


    
      	
              5.6

            	
              Compliance
      with the Manufacturer's Weight Empty guarantee defined in paragraph 3
      shall be demonstrated with reference to a weight compliance
      report.

            


    

    


    
      	
              5.7

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

            


    

    


    6.           ADJUSTMENT OF
GUARANTEES

    


    
      	
              6.1

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

            


    

    


    
      	
              6.2

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

            


    

    
      	
            	
              a)

            	
              Any
      further configuration change which is the subject of a
  SCN

            


    

    
      	
               
      

            	
              b)

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

            


    

    
      	
               
      

            	
              c)

            	
              Changes
      required to obtain certification which causes changes to the performance
      or weight of the Aircraft

            


    

     

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

    
      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Exhibit No. 2- 3/4

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT No. 2

    

     

    7.           EXCLUSIVE
GUARANTEES

    


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

     

    8.           ***

     

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

      


      A319/A320
– CSN – 01/04

      CC-C
3370036/02

      Exhibit No. 2- 4/4

       

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    AMENDMENT
No.4

    


    TO THE A319/A320 PURCHASE
AGREEMENT

    


    (Buyer’s
Reference No. 04HMB0101FR)

    


    BETWEEN

    


    AIRBUS
S.A.S.

    


    as
Seller

    


    AND

    


    CHINA SOUTHERN AIRLINES
COMPANY LIMITED


     

    as
Airline

    


    AND

    


    CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT TRADING CORPORATION


     

    As
Trading Corporation

    


    Both
Airline and Trading Corporation as Buyer

     

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

      


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      Page 1/26

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    A319/A320
AMENDMENT No.4

    


    This
amendment No.4 to the A319/A320 Purchase Agreement dated as of April 09, 2004
(Buyer’s Reference No. 04HMB0101FR) is made on this 6th day of
July 2006,

    


    BETWEEN
:

    


    AIRBUS S.A.S., a société par actions
simplifiée, legal successor of Airbus S.N.C., formerly known as Airbus
G.I.E, created and existing under French law having its registered office at 1
Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the
Toulouse Registre du
Commerce under number RCS Toulouse 383 474 (hereinafter referred to as
"the Seller") of the one
part,

    


    AND:

    


    CHINA SOUTHERN AIRLINES COMPANY
LIMITED, having its principal office at Bai Yun Airport, Guangzhou
510405, People's Republic of China (hereinafter referred to as the “Airline”) of the other
part,

    


    AND:

    


    CHINA SOUTHERN AIRLINES (GROUP)
IMPORT AND EXPORT TRADING CORPORATION, having its principal office at Bai
Yun Airport, Guangzhou 510405, People's Republic of China (hereinafter referred
to as the “Trading
Corporation”, the Airline and the Trading Corporation hereinafter
referred to jointly and severally as the “Buyer”).

     

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

      


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    WHEREAS

    


    
      	
               
      

            	
              -

            	
              The
      parties hereto have signed on the 9th
      day of April 2004 an A319/A320 Purchase Agreement (Buyer’s Reference No.
      04HMB0101FR) for the sale of a certain number of A319 Aircraft and A320
      Aircraft, collectively referred to as the “Aircraft", which, together with
      its Exhibits and Letter Agreements and as amended by Amendment No. 1 dated
      as of the 11th
      November 2004, Amendment No. 2 dated as of the 3rd
      December 2004 and Amendment No. 3 dated as of the 30th
      June 2005 is hereinafter called the
    “Agreement”.  .

            


    

    


    
      	
               
      

            	
              -

            	
              On
      the 5th
      of November 2005, the Seller and China Aviation Supplies Import and Export
      Corporation (“CASC”) have entered into a General Term Agreement (“GTA”)
      for the sale and purchase of one hundred fifty (150) A320 family aircraft
      (the “One Hundred Fifty Aircraft”). As part of the One Hundred Fifty
      Aircraft, fifty (50) A320 family aircraft (the “Fifty Aircraft”) have been
      allocated to the Buyer.

            


    

    


    
      	
               
      

            	
              -

            	
              Now
      the Buyer wishes and the Seller agrees to enter into an amendment No.4
      (the “Amendment”) to address the terms and conditions for the purchase by
      the Buyer and the sale by the Seller of such Fifty Aircraft. The Fifty
      Aircraft are composed of ten (10) A319-100 model aircraft (the “A319
      Aircraft”), fifteen (15) A320-200 model aircraft (the “A320 Aircraft”),
      and twenty-five (25) A321-200 model aircraft (the “A321
      Aircraft”).

            


    

    


    
      	
               
      

            	
              -

            	
              The
      Buyer and the Seller agree that the terms and conditions of the sale and
      purchase of the Fifty Aircraft shall be the same as those applying to the
      Aircraft as specified in the Agreement except as modified by this
      Amendment.

            


    

    


    
      	
               
      

            	
              -

            	
              Except
      as provided herein in the Amendment, upon signature of this Amendment the
      A319 Aircraft, the A320 Aircraft and the A321 Aircraft shall be deemed
      Aircraft.

            


    

    


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

    


    NOW
THEREFORE IT IS AGREED AS FOLLOWS:

     

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

       

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– CSN – 01/04

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      Page 3/26

       

    

    
      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

    

    


    1.    GENERAL

    


    
      	
               
      

            	
              The
      following paragraphs will define the specific amendments to the Agreement,
      which will apply only to the Fifty Aircraft to be delivered to the
      Buyer.

            


    

    


    
      	
               
      

            	
              Part
      1 of Exhibit C to the Agreement, Letter Agreement No.1, Letter Agreement
      No.2, Letter Agreement No.3, Letter Agreement No.5 and Side Letter No.2 to
      the Agreement shall not apply to the Fifty
  Aircraft.

            


    

    


    2.    FIFTY AIRCRAFT
SPECIFICATION

    


    
      	
               
      

            	
              The
      parties agree that, with respect to the Fifty Aircraft, sub-Clause 2.1.1
      of the Agreement shall be deleted in its entirety and replaced by the
      following:

            


    

    


    
      	
               
      

            	
              QUOTE

            


    

    


    2.1.1
Specification

    


    The
Airframe shall be manufactured in accordance with the Standard Specification, as
modified or varied prior to the date of this Agreement by the Specification
Change Notices.

    


    
      ***

    

    


    UNQUOTE

    


    2.2
Propulsion Systems

    


    The
parties agree that, with respect to the Fifty Aircraft, sub-Clause 2.2 of the
Agreement shall be deleted in its entirety and replaced by the
following:

    


    QUOTE

    


    No later
than ***, the Buyer shall select between CFM INTERNATIONAL (CFM) Engines and
INTERNATIONAL AERO ENGINES (IAE) one of the following Engines types in
accordance with the terms and conditions of Clause 3 of the
Amendment.

    


    ***

    


    UNQUOTE

    


    3.    PRICES

    


    The
parties agree that, with respect to the Fifty Aircraft, Clause 3 of the
Agreement shall be deleted in its entirety and replaced by the
following:

    


    QUOTE

    


    
      	
            	
              3.1

            	
              A319
      Aircraft Basic Price

            


    

    


    
      	
               
      

            	
              3.1.1

            	
              The
      Airframe Basic Price is the sum of:

            


    

     

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

      


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– CSN – 01/04

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      Page 4/26

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
            	
              (i)

            	
              the
      Basic Price of the Airframe corresponding to the Standard Specification
      including Nacelles and Thrust Reversers, and excluding Buyer Furnished
      Equipment, which is:

            


    

    


    US$
***

    


    ***

    


    
      	
               
      

            	
              (ii)

            	
              the
      budget sum of the  basic prices of all SCNs which is
      :

            


    

    


    
      	
               
      

            	
              US$
      ***

            


    

    


    
      ***

    

    


    
      	
               
      

            	
              3.1.2

            	
              The
      Airframe Basic Price has been established in accordance with the *** -
      (the "Base Period") and shall be subject to revision up to the Aircraft
      delivery date in accordance with the Airframe Price Revision Formula set
      forth in Appendix 1 to this
Amendment.

            


    

    


    
      	
               
      

            	
              3.1.3

            	
              A319
      Aircraft Propulsion Systems Basic
Price

            


    

    


    
      	
               
      

            	
              3.1.3.1

            	
              CFM
      INTERNATIONAL Propulsion Systems

            


    

    


    
      	
               
      

            	
              The
      Basic Price of a set of two (2) CFM INTERNATIONAL CFM56-5B5/P Engines
      is:

            


    

    


    
      US$
***

    

    


    
      ***

    

    


    ***.

    


    Such
Basic Price has been computed from the Reference Price of: USD *** and shall be
subject to revision up to the Aircraft delivery date in accordance with the CFM
INTERNATIONAL Price Revision Formula set forth in Exhibit C-2 of the
Agreement.

    


    
      	
            	
              3.1.3.2

            	
              INTERNATIONAL
      AERO ENGINES Propulsion Systems

            


    

    


    The Basic
Price for a set of two (2) INTERNATIONAL AERO ENGINES V2522-A5 Engines including
standard equipment is:

    


    US$
***

    


    ***

    


    ***

    


    Such
Basic Price has been computed from the Reference Price of: US$ *** and shall be
subject to revision up to the Aircraft delivery date in accordance with the
INTERNATIONAL AERO ENGINES Price Revision Formula set forth in Appendix 2 of
this Amendment.

     

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

      


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– CSN – 01/04

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      Page 5/26

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
            	
              3.2

            	
              A320
      Aircraft Basic Price

            


    

    


    
      	
               
      

            	
              3.2.1

            	
              The
      Airframe Basic Price is the sum of:

            


    

    


    
      	
            	
              (i)

            	
              the
      Basic Price of the Airframe corresponding to the Standard Specification
      including Nacelles and Thrust Reversers, and excluding Buyer Furnished
      Equipment, which is:

            


    

    


    US$
***

    


    ***

    


    
      	
               
      

            	
              (ii)

            	
              the
      budget sum of the  basic prices of all SCNs which is
      :

            


    

    


    
      US$
***

    

    


    
      ***

    

    


    
      	
               
      

            	
              3.2.2

            	
              The
      Airframe Basic Price has been established in accordance with the *** -
      (the "Base Period") and shall be subject to revision up to the Aircraft
      delivery date in accordance with the Airframe Price Revision Formula set
      forth in Appendix 1 to this
Amendment.

            


    

    


    
      	
               
      

            	
              3.2.3

            	
              A320
      Aircraft Propulsion Systems Basic
Price

            


    

    


    
      	
               
      

            	
              3.2.3.1

            	
              CFM
      INTERNATIONAL Propulsion Systems

            


    

    


    
      	
               
      

            	
              The
      Basic Price of a set of two (2) CFM INTERNATIONAL CFM56-5B4/P Engines
      is:

            


    

    


    
      US$
***

    

    


    
      ***

    

    


    ***.

    


    Such
Basic Price has been computed from the Reference Price of: USD *** and shall be
subject to revision up to the Aircraft delivery date in accordance with the CFM
INTERNATIONAL Price Revision Formula set forth in Exhibit C-2 of the
Agreement.

    


    
      	
            	
              3.2.3.2

            	
              INTERNATIONAL
      AERO ENGINES Propulsion Systems

            


    

    


    The Basic
Price for a set of two (2) INTERNATIONAL AERO ENGINES V2527-A5 Engines including
standard equipment is:

    


    US$
***

    


    ***

    


    ***.

     

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

      


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      Page 6/26

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Such
Basic Price has been computed from the Reference Price of: US$ *** and shall be
subject to revision up to the Aircraft delivery date in accordance with the
INTERNATIONAL AERO ENGINES Price Revision Formula set forth in Appendix 2 of
this Amendment.

    


    
      	
            	
              3.3

            	
              A321
      Aircraft Basic Price

            


    

    


    
      	
               
      

            	
              3.3.1

            	
              The
      Airframe Basic Price is the sum of:

            


    

    


    
      	
            	
              (i)

            	
              the
      Basic Price of the Airframe corresponding to the Standard Specification
      including Nacelles and Thrust Reversers, and excluding Buyer Furnished
      Equipment, which is:

            


    

    


    US$
***

    


    ***

    


    
      	
               
      

            	
              (ii)

            	
              the
      budget sum of the  basic prices of all SCNs which is
      :

            


    

    


    
      US$
***

    

    


    
      ***

    

    


    
      	
               
      

            	
              3.3.2

            	
              The
      Airframe Basic Price has been established in accordance with the *** -
      (the "Base Period") and shall be subject to revision up to the Aircraft
      delivery date in accordance with the Airframe Price Revision Formula set
      forth in Appendix 1 to this
Amendment.

            


    

    


    
      	
               
      

            	
              3.3.3

            	
              A321
      Aircraft Propulsion Systems Basic
Price

            


    

    


    
      	
               
      

            	
              3.3.3.1

            	
              CFM
      INTERNATIONAL Propulsion Systems

            


    

    


    
      	
               
      

            	
              The
      Basic Price of a set of two (2) CFM INTERNATIONAL CFM56-5B3/P Engines
      is:

            


    

    


    
      US$
***

    

    


    
      ***

    

    


    ***.

    


    Such
Basic Price has been computed from the Reference Price of: USD *** and shall be
subject to revision up to the Aircraft delivery date in accordance with the CFM
INTERNATIONAL Price Revision Formula set forth in Exhibit C-2 of the
Agreement.

    


    
      	
            	
              3.3.3.2

            	
              INTERNATIONAL
      AERO ENGINES Propulsion Systems

            


    

    


    The Basic
Price for a set of two (2) INTERNATIONAL AERO ENGINES V2533-A5 Engines including
standard equipment is:

    


    US$
***

     

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

      


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      Page 7/26

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    ***

    


    ***.

    


    Such
Basic Price has been computed from the Reference Price of: US$ *** and shall be
subject to revision up to the Aircraft delivery date in accordance with the
INTERNATIONAL AERO ENGINES Price Revision Formula set forth in Appendix 2 of
this Amendment.

    


    
      	
            	
              3.4

            	
              Final
      Price

            


    

    


    
      ***

    

    


    UNQUOTE

    


    4.   PAYMENTS

    


    The
parties agree that, with respect to the Fifty Aircraft, sub-Clause 5.3.1 of the
Agreement shall be deleted in its entirety and replaced by the
following:

    


    QUOTE

    


    ***

    


    UNQUOTE

    


    


    5.    FIFTY AIRCRAFT
***

    


    ***

    


    6.    FIFTY AIRCRAFT DELIVERY
SCHEDULE

    


    The
parties agree that, with respect to the Fifty Aircraft, sub-Clause 9.1 of the
Agreement shall be deleted in its entirety and replaced by the
following:

    


    QUOTE

    


    
      	
               
      

            	
              9.1

            	
              Delivery
      Schedule

            


    

    


    
      	
               
      

            	
              9.1.1

            	
              Subject
      to Clauses 2, 7, 8, 10 and 18, the Seller shall have the Aircraft Ready
      for Delivery at the Delivery Location within the following
      months:

            


    

    


    
      
        
          
            	
                    Scheduled

                    Delivery Month

                  	
                    Quantity of the Fifty
      Aircraft in this amendment to be delivered per month

                  
	 
      	
                    A321 Aircraft

                  	
                    A320 Aircraft 

                  	
                    A319 Aircraft

                  
	 
      	 
      	 
      	 
      
	
                    ***

                  	
                    ***

                  	
                    ***

                  	 
      
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  


          

        

      

    

     

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

      


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                    Scheduled

                    Delivery Month

                  	
                    Quantity of the Fifty Aircraft in this
      amendment to be delivered per month

                  
	 
      	
                    A321 Aircraft

                  	
                    A320 Aircraft 

                  	
                    A319 Aircraft

                  
	 
      	 
      	 
      	 
      
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
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                    ***

                  	
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                    ***

                  
	
                    ***

                  	
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                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	
                    ***

                  	
                    ***

                  	
                    ***

                  	
                    ***

                  
	 
      	 
      	 
      	 
      


          

        

      

       

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

      


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                      Scheduled

                      Delivery Month

                    	
                      Quantity of the Fifty Aircraft in this
      amendment to be delivered per month

                    
	 
      	
                      A321 Aircraft

                    	
                      A320 Aircraft 

                    	
                      A319 Aircraft

                    
	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      
	
                      TOTAL

                    	
                      25

                    	
                      15

                    	
                      10

                    


            

          

        

         

      

    

    
      	
               
      

            	
              Each
      of such months shall be, with respect to the corresponding Aircraft, the
      "Scheduled Delivery
      Month".

            


    

    


    
      	
               
      

            	
              ***

            


    

    
      	
               
      

            	
              UNQUOTE

            


    

     

    7.    FIFTY AIRCRAFT CUSTOMER
SUPPORT

    


    7.1 
Seller Representatives

    


    
      	
               
      

            	
              The
      Seller will *** of Resident Customer Support Manager (“RCSM”) for the
      total fleet of Fifty Aircraft.

            


    

    


    7.2 
Training and Training Aids

    


    
      The
Seller will *** for the total fleet of Fifty Aircraft for Buyer’s ground
personnel.

    

     

    
      The
Seller will provide *** of the Fifty Aircraft.  Each such course will
include two (2) pilots

    

    


    
      The
Seller will provide *** of the Fifty Aircraft.  Each such course will
include one  (1) pilot.

    

    


    7.3
 Clarification

    


    
      With
respect to the Fifty Aircraft, The RCSM and training allowances defined in
Paragraphs 7.1 and 7.2 of this Amendment shall replace the allowances defined
respectively in Clause 1 of Appendix A to Clause 15 of the Agreement and Clause
1.1, Clause 1.2.1 and Clause 2.1.1 of Appendix A to Clause 16 of the
Agreement.

    

    


    8.    PERFORMANCE
GUARANTEES

    


    For the
A319 Aircraft, standard Performance Guarantees are provided in Appendix 3 to
this Amendment for CFM INTERNATIONAL CFM56-5B5/P engines and INTERNATIONAL AERO
ENGINE IAE V2522-A5 engines.

    


    For the
A320 Aircraft, standard Performance Guarantees are provided in Appendix 4 to
this Amendment for CFM INTERNATIONAL CFM56-5B4/P engines and INTERNATIONAL AERO
ENGINE IAE V2527-A5 engines.

    


    For the
A321 Aircraft, standard Performance Guarantees are provided in Appendix 5 to
this Amendment for CFM INTERNATIONAL CFM56-5B3/P engines and INTERNATIONAL AERO
ENGINE IAE V2533-A5 engines.


     

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

      


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    9.    ***

    


    10. MISCELLANEOUS

    


    
      10.1
Exhibit C-2

    

    


    The
parties agree to add to Paragraph 1 of Part 2 of Exhibit C-2 to the Agreement
the following sentence:

    


    QUOTE

    


    The
Reference Price for the A321 Aircraft of a set of two (2) CFM INTERNATIONAL
CFM56-5B3/P Engines is: US$ ***

    


    UNQUOTE

    


    
      10.2
Letter Agreement No.6

    

    


    
      
        	
                10.2.1

              	
                The
      parties agree that Paragraph 4.2 of Letter Agreement No.6 to the Agreement
      shall not be applicable to the Fifty
Aircraft.

              


      

    

    


    
      
        	
                10.2.2

              	
                The
      parties agree to delete Paragraph 6 of Letter Agreement No.6 to the
      Agreement in its entirety and replace it with the
    following:

              


      

    

    


    QUOTE

    


    11.1       ***


     

    
      	
              (1)

            	
              UNQUOTE

            


    

     

    11. 
AMENDMENT
ENTRY-INTO-EFFECT

    


    ***

    


    12. 
PROVISION OF THE
AMENDMENT

    


    The
provisions of the Agreement, its Exhibits, its Letter Agreement shall apply to
the sale and delivery of the Aircraft herein defined except insofar as they may
be expressly modified by the provisions of this Amendment.

    


    The
Agreement shall be deemed amended and supplemented to the extent herein provided
and as so amended and supplemented shall remain in full force and
effect.

    


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

     

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

      


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    IN
WITNESS WHEREOF, this Amendment No.4 was entered into the day and year above
written.

     

    
      
        
          	
                  Agreed
      and Accepted

                	
                  Agreed
      and Accepted

                
	 
      	 
      
	
                  For
      and on behalf of

                	
                  For
      and on behalf of

                
	 
      	 
      
	
                  CHINA
      SOUTHERN AIRLINES

                	
                  AIRBUS
      S.A.S.

                
	
                  COMPANY
      LIMITED

                	 
      
	 
      	 
      
	
                  By:    /s/
      Si Xianmin

                	
                  By:
      /s/ Christophe Mourey

                
	 
      	 
      
	
                  Name:
      Si Xianmin

                	
                  Name:
      Christophe Mourey

                
	 
      	 
      
	
                  Title:
        President

                	
                  Title:
      Senior Vice President
Contracts

                


        

      

    

     

    
      Agreed
and Accepted

    

    


    
      For and
on behalf of

    

    


    
      CHINA
SOUTHERN AIRLINES (GROUP) IMPORT

    

    
      AND
EXPORT TRADING CORPORATION

    

    


    
      By:  /s/
Zeng Zixiang

    

    


    
      Name: Zeng
Zixiang

    

    


    
      Title:   President

    

    


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

      


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    APPENDIX
1

    


    AIRFRAME
PRICE REVISION FORMULA

    


    
      	
              1.1

            	
              Basic
      Prices

            


    

    


    The Basic
Prices defined in the Amendment are subject to adjustment for changes in
economic conditions as measured by data obtained from the US Department of
Labor, Bureau of Labor Statistics and in accordance with the provisions
hereof.

    


    
      	
              1.2

            	
              Base
    Period

            


    

    


    The Basic
Prices have been established in accordance with *** values indicated hereof
shall not be subject to any revision.

    


    
      	
              1.3

            	
              Indexes

            


    

    


    Labor
Index: ***

    


    Material
Index: ***

    


    
      	
              1.4

            	
              Revision
      Formula

            


    

    


    
      ***

    

    


    
      	
              1.5

            	
              General
      Provisions

            


    

    


    
      	
              1.5.1

            	
              ***

            


    

    


    
      	
              1.5.2

            	
              ***

            


    

    


    
      	
              1.5.3

            	
              ***

            


    

     

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

      


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    APPENDIX
2

    


    INTERNATIONAL
AERO ENGINES PRICE REVISION FORMULA

    


    
      	
              1

            	
              Engines
      Reference Price

            


    

    


    
      The
Reference Price for a set of two (2) INTERNATIONAL AERO ENGINES V2500 series
Engines is:

    

    


    For the
A319 Aircraft IAE V2522-A5 engines: US$   ***

    For the
A320 Aircraft IAE V2527-A5 engines: US$   ***

    For the
A321 Aircraft IAE V2533-A5 engines: US$   ***

    


    
      This
Reference Price applies to the Engine type as specified in the Amendment. 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 hereof.

    

    


    
      	
              2

            	
              Reference
      Period

            


    

    


    The above
Reference Price has been established in accordance with the ***), as defined,
according to INTERNATIONAL AERO ENGINES by the ***.

    


    
      	
              3

            	
              Indexes

            


    

    


    Labor Index:
***


    


    Materiel
Index:  ***


    


    
      
        	
                4

              	
                Revision
      Formula

              


      

    

    


    ***

    


    
      	
              5.2

            	
              ***

            


    

    


    
      
        	
                5.3

              	
                ***

              


      

    

    


    
      
        	
                5.4

              	
                ***

              


      

    

    


    
      
        	
                5.5

              	
                ***

              


      

    

    


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

    


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    APPENDIX
3

    


    
      A319
PERFORMANCE GUARANTEES (IAE and CFMI)

    

    


    
      	
              1

            	
              A319
      AIRCRAFT CONFIGURATION

            


    

    


    The
guarantees defined below (the "Guarantees") are applicable to the A319 Aircraft
as described in the Standard Specification *** equipped with

    


    
      	
              
              

            	
              a)

            	
              CFM56-5B5/P
      propulsion system

            


    

    
      	
            	
              b) 

            	
              IAE
      V2522-A5 propulsion system

            


    

    


    without
taking into account any further changes thereto as provided in the Agreement
(the “Specification” for the purposes of this Appendix).

    


    
      	
              2

            	
              GUARANTEED
      PERFORMANCE

            


    

    


    
      	
              2.1

            	
              Take-off Field
      Length

            


    

    


    
      The JAR
take-off field length at an A319 Aircraft gross weight of *** at the start of
Take-Off Distance Available (TODA) at Sea Level pressure altitude in ISA+15°C
conditions shall not be more than a guaranteed value of:

    

    


    
      	
              
              

            	
              a) 

            	
              for
      CFM:    ***

            


    

    
      	
              
              

            	
              b) 

            	
              for
      IAE:     
***

            


    

    


    
      	
              2.2

            	
              Second Segment
      Climb

            


    

    


    
      	
               
      

            	
              The
      A319 Aircraft shall meet JAR 25 regulations for one engine inoperative
      climb after take-off, undercarriage retracted, at a weight corresponding
      to the stated weight at the start of Take-Off Distance Available (TODA),
      at the altitude and temperature, and in the configuration of flap angle
      and safety speed required to comply with the performance guaranteed in
      paragraph 2.1 above.

            


    

    


    
      	
              2.3

            	
              Landing Field
      Length

            


    

    


    
      JAR
certified dry landing field length at an A319 Aircraft gross weight of *** at
Sea Level pressure altitude shall be not more than a guaranteed value
of:

    

    


    
      
        	
                
                

              	
                a)

              	
                for
      CFM: ***

              


      

    

    
      
        	
              	
                b)

              	
                for
      IAE: ***

              


      

    

    


    
      	
              2.4

            	
              One Engine Inoperative
      Net Ceiling

            


    

    


    
      The
Aircraft shall meet JAR regulations minimum en-route climb ***), with one engine
inoperative and the others operating at the maximum continuous thrust available
at that altitude, with air conditioning On, anti-icing Off, at an Aircraft gross
weight of *** in cruise configuration, in ISA conditions at a guaranteed
pressure altitude of not less than

    

    


    
      
        	
              	
                a)

              	
                for
      CFM: ***

              


      

    

    
      
        	
              	
                b)

              	
                for
      IAE: ***

              


      

    

    


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

    


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              2.5

            	
              Speed

            


    

    


    
      Level
flight speed at an Aircraft gross weight of *** at a pressure altitude of *** in
ISA conditions using not more than maximum cruise thrust shall be a guaranteed
True Mach number of not less than

    

    


    
      
        	
                
                

              	
                a)

              	
                for
      CFM: ***

              


      

    

    
      
        	
                
                

              	
                b)

              	
                for
      IAE:   ***

              


      

    

    


    
      	
              2.6

            	
              Cruise Specific Air
      Range

            


    

    


    
      The
average nautical miles per kilogram of fuel (average SAR) at a true Mach number
of *** in ISA conditions under the Weight and Altitude conditions given
below:

    

    


    
      
        
          	
                  Gross
      Weight (kg)

                	 
      	
                  Pressure
      Altitude (ft)

                
	 
      	 
      	 
      
	
                  ***

                	 
      	
                  ***

                
	
                  ***

                	 
      	
                  ***

                
	
                  ***

                	 
      	
                  ***

                
	
                  ***

                	 
      	
                  ***

                


        

      

    

    


    
      shall be
not less than a guaranteed value of:

    

    


    
      	
              
              

            	
              a)

            	
              for
      CFM:   ***

            


    

    
      	
            	
              b)

            	
              for
      IAE:     ***

            


    

    


    
      	
              3

            	
              MANUFACTURER'S
      WEIGHT EMPTY

            


    

    


    
      The
Seller guarantees a Manufacturer's Weights Empty as below:

    

    


    
      	
              
              

            	
              A319-100
      CFM56-5B5/P

            	
              ***

            


    

    
      	
              
              

            	
              A319-100
      V2522-A5

            	
              ***

            


    

    


    
      These are
the Manufacturer's Weights Empty of the A319 Aircraft as defined in Section
13-10.00.00 of the Standard Specifications amended by the SCN’s defined in
paragraph 1 of this Appendix and are subject to adjustment as defined in
paragraph 6.2.

    

    


    
      	
              4

            	
              GUARANTEE
      CONDITIONS

            


    

    


    
      	
              4.1

            	
              The
      performance certification requirements for the A319 Aircraft, except where
      otherwise noted, will be as stated in Section 02 of the Standard
      Specification.

            


    

    


    
      	
              4.2

            	
              For
      the determination of JAR take-off and landing performance a hard dry level
      runway surface with no runway strength limitations, no line-up allowances,
      no obstacles, zero wind, atmosphere according to ISA, except as otherwise
      noted, and the use of speed brakes, flaps, landing gear and engines in the
      conditions liable to provide the best results will be
    assumed.

            


    

    


    
      	
              4.2.1

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

            


    

    


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

    


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              4.3

            	
              Climb,
      cruise and descent performance associated with the Guarantees will include
      allowances for normal electrical load and for normal engine air bleed and
      power extraction associated with maximum cabin differential pressure as
      defined in Section 21-30.31 of the Specification. Cabin air conditioning
      management during performance demonstration as described in Subparagraph
      5.3 below may be such as to optimize the A319 Aircraft performance while
      meeting the minimum air conditioning requirements defined above. Unless
      otherwise stated no air will be bled from the engines for
      anti-icing.

            


    

    


    
      	
              4.4

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

            


    

    


    
      	
              4.5

            	
              Where
      applicable the Guarantees assume the use of an approved fuel having a
      density of *** and a lower heating value of ***. Cruise performance assume
      a centre of gravity position of
***.

            


    

    


    
      	
              5

            	
              GUARANTEE
      COMPLIANCE

            


    

    


    
      	
              5.1

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

            


    

    


    
      	
              5.2

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

            


    

    


    
      	
              5.3

            	
              Compliance
      with those parts of the Guarantees defined in paragraph 2 above not
      covered by the requirements of the certifying Airworthiness Authority
      shall be demonstrated by calculation based on data obtained during flight
      tests conducted on one (or more, at the Seller's discretion) A319-100
      aircraft of the same aerodynamic configuration as the A319 Aircraft
      purchased by the Buyer and incorporated in the In-Flight Performance
      Program and data bases ("the IFP") appropriate to the A319
      Aircraft.

            


    

    


    
      	
              5.4

            	
              Compliance
      with the Manufacturer's Weight Empty guarantees defined in Paragraph 3
      shall be demonstrated with reference to a Weight Compliance
      Report.

            


    

    


    
      	
              5.5

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

            


    

    


    
      	
              5.6

            	
              Compliance
      with the Guarantees is not contingent on engine performance defined in the
      engine manufacturer's
specification.

            


    

    


    
      	
              5.7

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

            


    

    


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

    


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              6

            	
              ADJUSTMENT
      OF GUARANTEES

            


    

    


    
      	
              6.1

            	
              In
      the event of any change to any law, governmental regulation or requirement
      or interpretation thereof ("Rule Change") by any governmental agency made
      subsequent to the date of the Agreement and such rule change affects the
      A319 Aircraft configuration or performance or both required to obtain
      certification the Guarantees shall be appropriately modified to reflect
      the effect of any such change.

            


    

    


    
      	
              6.2

            	
              The
      Guarantees apply to the A319 Aircraft as described in paragraph 1 of this
      Appendix and may be adjusted in the event
of:

            


    

    


    
      
        	
                
                

              	
                i)

              	
                Any
      further configuration change which is the subject of a
  SCN

              


      

    

    
      
        	
                
                

              	
                ii)

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

              


      

    

    


    
      	
              7

            	
              EXCLUSIVE
      GUARANTEES

            


    

    


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

    


    
      	
              8

            	
              ***

            


    

    


    
      	
              9.

            	
              ASSIGNMENT

            


    

    


    
      Notwithstanding
any other provision of this Appendix, this Appendix and the rights and
obligations of the Buyer herein shall not be assigned or transferred in any
manner, and any attempted assignment or transfer in contravention of the
provisions of this Clause shall be void and of no force or
effect.

    

    


    
      	
              10.

            	
              CONFIDENTIALITY

            


    

    


    
      This
Appendix (and its existence) shall be treated by both parties as confidential
and shall not be released (or revealed) in whole or in part to any third party
without the prior consent of the other party. In particular, each party agrees
not to make any press release concerning the whole or any part of the contents
and/or subject matter hereof or of any future addendum hereto without the prior
consent of the other party.

    

    


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

    


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    APPENDIX
4

    


    A320
PERFORMANCE GUARANTEES (IAE and CFMI)

    


    
      	
              1

            	
              A320
      AIRCRAFT CONFIGURATION

            


    

    


    The
guarantees defined below (the "Guarantees") are applicable to the A320 Aircraft
as described in the Standard Specification *** equipped with:

    


    a)
CFM56-5B4/P propulsion system

    b) IAE
V2527-A5 propulsion system

    


    without
taking into account any further changes thereto as provided in the Agreement
(the “Specification” for the purposes of this Appendix).

    


    
      	
              2 

            	
              GUARANTEED
      PERFORMANCE

            


    

    


    
      	
              2.1

            	
              Take-off Field
      Length

            


    

    


    The JAR
take-off field length at an A320 Aircraft gross weight of *** at the start of
Take-Off Distance Available (TODA) at Sea Level pressure altitude in ISA+15°C
conditions shall not be more than a guaranteed value of:

    


    a)         for
CFM:          ***

    b)         for
IAE:            ***

    


    
      	
              2.2

            	
              Second Segment
      Climb

            


    

    


    The A320
Aircraft shall meet JAR 25 regulations for one engine inoperative climb after
take-off, undercarriage retracted, at a weight corresponding to the stated
weight at the start of Take-Off Distance Available (TODA), at the altitude and
temperature, and in the configuration of flap angle and safety speed required to
comply with the performance guaranteed in paragraph 2.1 above.

    


    
      	
              2.3

            	
              Landing Field
      Length

            


    

    


    JAR
certified dry landing field length at an A320 Aircraft gross weight of *** at
Sea Level pressure altitude shall be not more than a guaranteed value
of:

    


    a)         for
CFM:            ***

    b)         for
IAE:              ***

    


    
      	
              2.4

            	
              One Engine Inoperative
      Net Ceiling

            


    

    


    
      The
Aircraft shall meet JAR regulations minimum en-route climb (***%), with one
engine inoperative and the others operating at the maximum continuous thrust
available at that altitude, with air conditioning On, anti-icing Off, at an
Aircraft gross weight of *** in cruise configuration, in ISA conditions at a
guaranteed pressure altitude of not less than

    

    


    
      
        	
              	
                a)

              	
                for
      CFM:    ***

              


      

    

    
      
        	 	
                b)

              	
                for
      IAE:     ***

              


      

    

    


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

    


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              2.5

            	
              Speed

            


    

    


    
      Level
flight speed at an Aircraft gross weight of *** at a pressure altitude of *** in
ISA conditions using not more than maximum cruise thrust shall be a guaranteed
True Mach number of not less than

    

    


    
      
        	
                
                

              	
                a)

              	
                for
      CFM: ***

              


      

    

    
      
        	
              	
                b)

              	
                for
      IAE:   ***

              


      

    

    


    
      	
              2.6 

            	
              Cruise Specific Air
      Range

            


    

    


    The
average nautical miles per kilogram of fuel (average SAR) at a true Mach number
of *** in ISA conditions under the Weight and Altitude conditions given
below:

    


    
      
        
          	
                  Gross
      Weight (kg)

                	 
      	
                  Pressure
      Altitude (ft)

                
	 	 	 
	
                  ***

                	 
      	
                  ***

                
	
                  ***

                	 
      	
                  ***

                
	
                  ***

                	 
      	
                  ***

                
	
                  ***

                	 
      	
                  ***

                
	
                  ***

                	 
      	
                  ***

                


        

      

    

    


    shall be
not less than a guaranteed value of:

    


    a)         for
CFM:    ***

    b)         for
IAE:      ***

    


    
      	
              3 

            	
              MANUFACTURER'S
      WEIGHT EMPTY

            


    

    


    The
Seller guarantees a Manufacturer's Weights Empty as below:

    


    
      A320-200
CFM56-5B4/P     ***

    

    
      A320-200
V2527-A5           
***

    

    


    These are
the Manufacturer's Weights Empty of the A320 Aircraft as defined in Section
13-10.00.00 of the Standard Specifications amended by the SCN’s defined in
paragraph 1 of this Appendix and are subject to adjustment as defined in
paragraph 6.2.

    


    
      	
              4

            	
              GUARANTEE
      CONDITIONS

            


    

    


    
      	
              4.1

            	
              The
      performance certification requirements for the A320 Aircraft, except where
      otherwise noted, will be as stated in Section 02 of the Standard
      Specification.

            


    

    


    
      	
              4.2

            	
              For
      the determination of JAR take-off and landing performance a hard dry level
      runway surface with no runway strength limitations, no line-up allowances,
      no obstacles, zero wind, atmosphere according to ISA, except as otherwise
      noted, and the use of speed brakes, flaps, landing gear and engines in the
      conditions liable to provide the best results will be
    assumed.

            


    

    


    
      	
              4.2.1

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

            


    

    


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

    


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              4.3

            	
              Climb,
      cruise and descent performance associated with the Guarantees will include
      allowances for normal electrical load and for normal engine air bleed and
      power extraction associated with maximum cabin differential pressure as
      defined in Section 21-30.31 of the Specification. Cabin air conditioning
      management during performance demonstration as described in Subparagraph
      5.3 below may be such as to optimize the A320 Aircraft performance while
      meeting the minimum air conditioning requirements defined above. Unless
      otherwise stated no air will be bled from the engines for
      anti-icing.

            


    

    


    
      	
              4.4

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

            


    

    


    
      	
              4.5

            	
              Where
      applicable the Guarantees assume the use of an approved fuel having a
      density of *** and a lower heating value of ***. Cruise performance assume
      a centre of gravity position of
***.

            


    

    


    
      	
              5

            	
              GUARANTEE
      COMPLIANCE

            


    

    


    
      	
              5.1

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

            


    

    


    
      	
              5.2

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

            


    

    


    
      	
              5.3

            	
              Compliance
      with those parts of the Guarantees defined in paragraph 2 above not
      covered by the requirements of the certifying Airworthiness Authority
      shall be demonstrated by calculation based on data obtained during flight
      tests conducted on one (or more, at the Seller's discretion) A320-200
      aircraft of the same aerodynamic configuration as the A320 Aircraft
      purchased by the Buyer and incorporated in the In-Flight Performance
      Program and data bases ("the IFP") appropriate to the A320
      Aircraft.

            


    

    


    
      	
              5.4

            	
              Compliance
      with the Manufacturer's Weight Empty guarantees defined in Paragraph 3
      shall be demonstrated with reference to a Weight Compliance
      Report.

            


    

    


    
      	
              5.5

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

            


    

    


    
      	
              5.6

            	
              Compliance
      with the Guarantees is not contingent on engine performance defined in the
      engine manufacturer's
specification.

            


    

    


    
      	
              5.7

            	
              The
      Seller undertakes to furnish the Buyer with a report or reports
      demonstrating compliance with the Guarantees at, or as soon as possible
      after, the delivery of each of the Buyer’s A320
  Aircraft.

            


    

    


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

    


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              6

            	
              ADJUSTMENT
      OF GUARANTEES

            


    

    


    
      	
              6.1

            	
              In
      the event of any change to any law, governmental regulation or requirement
      or interpretation thereof ("Rule Change") by any governmental agency made
      subsequent to the date of the Agreement and such rule change affects the
      A320 Aircraft configuration or performance or both required to obtain
      certification the Guarantees shall be appropriately modified to reflect
      the effect of any such change.

            


    

    


    
      	
              6.2

            	
              The
      Guarantees apply to the A320 Aircraft as described in paragraph 1 of this
      Appendix and may be adjusted in the event
of:

            


    

    


    
      
        	
              	
                i)

              	
                Any
      further configuration change which is the subject of a
  SCN

              


      

    

    
      
        	
              	
                ii)

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

              


      

    

    


    
      	
              7

            	
              EXCLUSIVE
      GUARANTEES

            


    

    


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

    


    
      	
              8

            	
              ***

            


    

    


    
      	
              9.

            	
              ASSIGNMENT

            


    

    


    Notwithstanding
any other provision of this Appendix, this Appendix and the rights and
obligations of the Buyer herein shall not be assigned or transferred in any
manner, and any attempted assignment or transfer in contravention of the
provisions of this Clause shall be void and of no force or effect.

    


    
      	
              10.

            	
              CONFIDENTIALITY

            


    

    


    This
Appendix (and its existence) shall be treated by both parties as confidential
and shall not be released (or revealed) in whole or in part to any third party
without the prior consent of the other party. In particular, each party agrees
not to make any press release concerning the whole or any part of the contents
and/or subject matter hereof or of any future addendum hereto without the prior
consent of the other party.

    


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

    


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    APPENDIX
5

    


    A321
PERFORMANCE GUARANTEES (IAE and CFMI)

    


    
      	
              1

            	
              A321 AIRCRAFT
      CONFIGURATION

            


    

    


    The
guarantees defined below (the "Guarantees") are applicable to the A321 Aircraft
as described in the Standard Specification *** equipped with

    


    a)
CFM56-5B3/P propulsion system

    


    b) IAE
V2533-A5 propulsion system

    


    without
taking into account any further changes thereto as provided in the Agreement
(the “Specification” for the purposes of this Appendix).

    


    
      	
              2

            	
              GUARANTEED
      PERFORMANCE

            


    

    


    
      	
              2.1

            	
              Take-off Field
      Length

            


    

    


    The JAR
take-off field length at an A321 Aircraft gross weight of *** at the start of
Take-Off Distance Available (TODA) at Sea Level pressure altitude in ISA+15°C
conditions shall not be more than a guaranteed value of:

    


    a)       for
CFM:         ***

    b)       for
IAE:          
***

    


    
      	
              2.2

            	
              Second Segment
      Climb

            


    

    


    The A321
Aircraft shall meet JAR 25 regulations for one engine inoperative climb after
take-off, undercarriage retracted, at a weight corresponding to the stated
weight at the start of Take-Off Distance Available (TODA), at the altitude and
temperature, and in the configuration of flap angle and safety speed required to
comply with the performance guaranteed in paragraph 2.1 above.

    


    
      	
              2.3

            	
              Landing Field
      Length

            


    

    


    JAR
certified dry landing field length at an A321 Aircraft gross weight of *** at
Sea Level pressure altitude shall be not more than a guaranteed value
of:

    


    a)         for
CFM:         ***

    b)         for
IAE:           ***

    


    
      	
              2.4

            	
              One Engine Inoperative
      Net Ceiling

            


    

    


    
      The
Aircraft shall meet JAR regulations minimum en-route climb (***), with one
engine inoperative and the others operating at the maximum continuous thrust
available at that altitude, with air conditioning On, anti-icing Off, at an
Aircraft gross weight of *** in cruise configuration, in ISA conditions at a
guaranteed pressure altitude of not less than

    

    


    
      a)         for
CFM:       ***

    

    
      b)         for
IAE:         ***

    

    


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

    


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/26


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    
      	
              2.5

            	
              Speed

            


    

    


    
      Level
flight speed at an Aircraft gross weight of *** at a pressure altitude of *** in
ISA conditions using not more than maximum cruise thrust shall be a guaranteed
True Mach number of not less than

    

    


    
      
        	
              	
                a)

              	
                for
      CFM: ***

              


      

    

    
      
        	 	
                b)

              	
                for
      IAE:  ***

              


      

    

    


    
      	
              2.4

            	
              Cruise Specific Air
      Range

            


    

    


    The
average nautical miles per kilogram of fuel (average SAR) at a true Mach number
of *** in ISA conditions under the Weight and Altitude conditions given
below:

    


    
      
        	
                Gross
      Weight (kg)

              	 
      	
                Pressure
      Altitude (ft)

              
	 
      	 
      	 
      
	
                ***

              	 
      	
                ***

              
	
                ***

              	 
      	
                ***

              
	
                ***

              	 
      	
                ***

              
	
                ***

              	 
      	
                ***

              
	
                ***

              	 
      	
                ***

              


      

    

    


    shall be
not less than a guaranteed value of:

    


    a)          for
CFM:         ***

    b)          for
IAE:           ***

    


    
      	
              3

            	
              MANUFACTURER'S
      WEIGHT EMPTY

            


    

    


    The
Seller guarantees a Manufacturer's Weights Empty as below:

    


    
      A321-200
CFM56-5B3/P             
***

    

    
      A321-200
V2533-A5                    
***

    

    


    These are
the Manufacturer's Weights Empty of the A321 Aircraft as defined in Section
13-10.00.00 of the Standard Specifications amended by the SCN’s defined in
paragraph 1 of this Appendix and are subject to adjustment as defined in
paragraph 6.2.

    


    
      	
              4

            	
              GUARANTEE
      CONDITIONS

            


    

    


    
      	
              4.1

            	
              The
      performance certification requirements for the A321 Aircraft, except where
      otherwise noted, will be as stated in Section 02 of the Standard
      Specification.

            


    

    


    
      	
              4.2

            	
              For
      the determination of JAR take-off and landing performance a hard dry level
      runway surface with no runway strength limitations, no line-up allowances,
      no obstacles, zero wind, atmosphere according to ISA, except as otherwise
      noted, and the use of speed brakes, flaps, landing gear and engines in the
      conditions liable to provide the best results will be
    assumed.

            


    

    


    
      	
              4.2.1

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

            


    

    


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

    


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              4.3

            	
              Climb,
      cruise and descent performance associated with the Guarantees will include
      allowances for normal electrical load and for normal engine air bleed and
      power extraction associated with maximum cabin differential pressure as
      defined in Section 21-30.31 of the Specification. Cabin air conditioning
      management during performance demonstration as described in Subparagraph
      5.3 below may be such as to optimize the A321 Aircraft performance while
      meeting the minimum air conditioning requirements defined above. Unless
      otherwise stated no air will be bled from the engines for
      anti-icing.

            


    

    


    
      	
              4.4

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

            


    

    


    
      	
              4.5

            	
              Where
      applicable the Guarantees assume the use of an approved fuel having a
      density of *** and a lower heating value of ***. Cruise performance assume
      a centre of gravity position of
***.

            


    

    


    
      	
              5

            	
              GUARANTEE
      COMPLIANCE

            


    

    


    
      	
              5.1

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

            


    

    


    
      	
              5.2

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

            


    

    


    
      	
              5.3

            	
              Compliance
      with those parts of the Guarantees defined in paragraph 2 above not
      covered by the requirements of the certifying Airworthiness Authority
      shall be demonstrated by calculation based on data obtained during flight
      tests conducted on one (or more, at the Seller's discretion) A321-200
      aircraft of the same aerodynamic configuration as the A321 Aircraft
      purchased by the Buyer and incorporated in the In-Flight Performance
      Program and data bases ("the IFP") appropriate to the A321
      Aircraft.

            


    

    


    
      	
              5.4

            	
              Compliance
      with the Manufacturer's Weight Empty guarantees defined in Paragraph 3
      shall be demonstrated with reference to a Weight Compliance
      Report.

            


    

    


    
      	
              5.5

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

            


    

    


    
      	
              5.6

            	
              Compliance
      with the Guarantees is not contingent on engine performance defined in the
      engine manufacturer's
specification.

            


    

    


    
      	
              5.7

            	
              The
      Seller undertakes to furnish the Buyer with a report or reports
      demonstrating compliance with the Guarantees at, or as soon as possible
      after, the delivery of each of the Buyer’s A321
  Aircraft.

            


    

     

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

    


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              6

            	
              ADJUSTMENT
      OF GUARANTEES

            


    

    


    
      	
              6.1

            	
              In
      the event of any change to any law, governmental regulation or requirement
      or interpretation thereof ("Rule Change") by any governmental agency made
      subsequent to the date of the Agreement and such rule change affects the
      A321 Aircraft configuration or performance or both required to obtain
      certification the Guarantees shall be appropriately modified to reflect
      the effect of any such change.

            


    

    


    
      	
              6.2

            	
              The
      Guarantees apply to the A321 Aircraft as described in paragraph 1 of this
      Appendix and may be adjusted in the event
of:

            


    

    


    
      
        	
              	
                i)

              	
                Any
      further configuration change which is the subject of a
  SCN

              


      

    

    
      
        	
              	
                ii)

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

              


      

    

    


    
      	
              7

            	
              EXCLUSIVE
      GUARANTEES

            


    

    


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

    


    
      	
              8

            	
              ***

            


    

    


    
      	
              9.

            	
              ASSIGNMENT

            


    

    


    Notwithstanding
any other provision of this Appendix, this Appendix and the rights and
obligations of the Buyer herein shall not be assigned or transferred in any
manner, and any attempted assignment or transfer in contravention of the
provisions of this Clause shall be void and of no force or effect.

    


    
      	
              10.

            	
              CONFIDENTIALITY

            


    

    


    This
Appendix (and its existence) shall be treated by both parties as confidential
and shall not be released (or revealed) in whole or in part to any third party
without the prior consent of the other party. In particular, each party agrees
not to make any press release concerning the whole or any part of the contents
and/or subject matter hereof or of any future addendum hereto without the prior
consent of the other party.

    


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

    


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    LETTER AGREEMENT No.
1

     

    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    &
CHINA SOUTHERN AIRLINES (GROUP)
IMPORT

    AND
EXPORT TRADING CORPORATION

    Bai Yun
Airport

    Guangzhou
510405

    People’s
Republic of China

    


    Subject
: MISCELLANEOUS
PURCAHSE AGREEMENT PROVISIONS

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION (the “Buyer”) and Airbus S.A.S. (the “Seller”) have
entered into an Amendment No.4 to the Agreement ("the Amendment") dated as of
even date herewith, which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the Fifty Aircraft.

    


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

    


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

    

    


    Now, with
respect to the Fifty Aircraft, the Buyer and the Seller agree the
following:

    


    
      
        	
              	
                1)

              	
                Clause
      5.5 is hereby deleted in its entirety and replaced with the
      following;

              


      

    

    


    QUOTE

    


    5.5    ***

    


    UNQUOTE

    


    
      	
            	
              2)

            	
              Notwithstanding
      Clause 7.1 of the Agreement, the Seller confirms that the European
      Aviation Safety Agency (EASA) has issued a type certificate applicable to
      the Fifty Aircraft.

            


    

     

    
      	
            	
              3)

            	
              ***

            


    

     

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

    


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    LETTER AGREEMENT No.
1

    


    
      	
            	
              4)

            	
              The
      following sentence is hereby added to Clause
  12.1.3:

            


    

    


    QUOTE

    


    ***

    


    UNQUOTE

    


    
      	
            	
              5)

            	
              Clause
      12.1.4.2 is herby deleted in its entirety and replaced with the
      following:

            


    

    


    
      	
               
      

            	
              QUOTE

            


    

    


    
      	
               
      

            	
              12.1.4.2

            	
              ***

            


    

    


    
      UNQUOTE

    

    


    
      	
            	
              6)

            	
              Clause
      12.1.6 (vii) is hereby deleted in its entirety and replaced with the
      following:

            


    

    


    QUOTE

    


    
      	
            	
              (vii)

            	
              Seller’s
      Rejection

            


    

    


    ***

    


    UNQUOTE

    


    
      	
            	
              7)

            	
              Clause
      12.1.7 (v) is hereby deleted in its entirety and replaced with the
      following:

            


    

    


    QUOTE

    


    
      	
            	
              (v)

            	
              Credit

            


    

    


     

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

    


    
      	
               
      

            	
              -

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

            


    

    


    
      	
               
      

            	
              -

            	
              The
      manhours permissible above shall be multiplied by an agreed labor rate of
      US Dollars ***, (“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.

            


    

    


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

    


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2/4



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    LETTER AGREEMENT No.
1

    


    
      	
               
      

            	
              -

            	
              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.

            


    

    


    UNQUOTE

    


    
      	
            	
              8)

            	
              Clause
      12.4.2 is hereby deleted in its entirety and replaced with the
      following:

            


    

    


    QUOTE

    


    
      
        	
              	
                12.4.2

              	
                Seller's
      Responsibility

              


      

    

    


    ***

    


    UNQUOTE

    


    
      	
            	
              9)

            	
              Clause
      14.8 is hereby deleted in its entirety and replaced with the
      following:

            


    

    


    QUOTE

    


     

    14.8            Technical
Data Familiarization

    


    
      	
               
      

            	
              Upon
      request by the Buyer, the Seller is ready to provide a *** Technical Data
      familiarization training at the Seller’s or at the Buyer’s facilities. ***
      Additional sessions of the Technical Data familiarization training shall
      be subject to commercial offers.

            


    

    


    UNQUOTE

    


    
      	
            	
              10)

            	
              Clause
      16.7.2.2 is hereby deleted in its entirety and replaced with the
      following:

            


    

    


    QUOTE

    


    
      	
               
      

            	
              16.7.2.2

            	
              ***

            


    

    


    UNQUOTE.

    


    
      	
            	
              11)

            	
              Clause
      16.10.2.3 is hereby deleted in its entirety and replaced with the
      following:

            


    

    


    QUOTE

    


    
      	
               
      

            	
              16.10.2.3

            	
              ***

            


    

    


    UNQUOTE

    


    
      	
            	
              12)

            	
              Clause
      16.10.3.4 is hereby deleted in its entirety and replaced with the
      following:

            


    

    


    QUOTE

    


    
      	
               
      

            	
              16.10.3.4

            	
              ***

            


    

    


    UNQUOTE

     

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

    


    A319/A320
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    Page
3/4


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    LETTER AGREEMENT No.
1

    


    
      	
            	
              13)

            	
              Clause
      20.4 is hereby deleted in its entirety and replaced with the
      following:

            


    

    


    QUOTE

    


    
      	
               
      

            	
              20.4

            	
              Termination for Default under
      other Agreements

            


    

    


    ***

    


    UNQUOTE


    


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

    


    
      
        	
                Agreed
      and Accepted

              	 
      	
                Agreed
      and Accepted

              
	 
      	 
      	 
      
	
                For
      and on behalf of

              	 
      	
                For
      and on behalf of

              
	 
      	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES

                COMPANY
      LIMITED

              	 
      	
                AIRBUS
      S.A.S.

              


      

    

    


    
      
        	
                By:
      /s/ Si Xianmin

              	 
      	
                By:
      /s/ Christophe Mourey

              
	 
      	 
      	 
      
	
                Name:
      Si Xianmin

              	 
      	
                Name:
      Christophe Mourey

              
	 
      	 
      	 
      
	
                Title:
      President

              	 
      	
                Title:
      Senior Vice President
Contracts

              


      

    

    


    
      Agreed
and Accepted

    

    


    
      For and
on behalf of

    

    


    
      CHINA
SOUTHERN AIRLINES (GROUP) IMPORT

    

    
      AND
EXPORT TRADING CORPORATION

    

    


    
      By:  /s/
Zeng Zixiang

    

    


    
      Name:
Zeng
Zixiang

    

    


    
      Title:
President

    

    


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

    


    A319/A320
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4/4


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIDE LETTER No.
1


     

    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    &
CHINA SOUTHERN AIRLINES (GROUP)
IMPORT

    AND
EXPORT TRADING CORPORATION

    Bai Yun
Airport

    Guangzhou
510405

    People’s
Republic of China

    


    Subject
: ***

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION (the “Buyer”) and Airbus S.A.S. (the “Seller”) have
entered into an Amendment No.4 to the Agreement ("the Amendment") dated as of
even date herewith, which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the Fifty Aircraft.

    


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

    


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

    


    Now, with
respect to the Fifty Aircraft and notwithstanding Clause 11 of the Amendment,
the Buyer and the Seller agree the following:

    


    ***

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
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    Side
Letter 1 - Page 1/2



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    SIDE LETTER No.
1

    


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

    


    
      
        	
                Agreed
      and Accepted

              	 
      	
                Agreed
      and Accepted

              
	 
      	 
      	 
      
	
                For
      and on behalf of

              	 
      	
                For
      and on behalf of

              
	 
      	 
      	 
      
	
                CHINA
      SOUTHERN AIRLINES

                COMPANY
      LIMITED

              	 
      	
                AIRBUS
      S.A.S.

              


      

    

    


    
      
        	
                By:
      /s/ Si Xianmin

              	 
      	
                By:
      /s/ Christophe Mourey

              
	 
      	 
      	 
      
	
                Name:
      Si Xianmin

              	 
      	
                Name:
      Christophe Mourey

              
	 
      	 
      	 
      
	
                Title:
      President

              	 
      	
                Title:
      Senior Vice President
Contracts

              


      

    

    


    
      Agreed
and Accepted

    

    


    
      For and
on behalf of

    

    


    
      CHINA
SOUTHERN AIRLINES (GROUP) IMPORT

    

    
      AND
EXPORT TRADING CORPORATION

    

    


    
      By:  /s/
Zeng Zixiang

    

    


    
      Name:
Zeng
Zixiang

    

    


    
      Title:
President

    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
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    Side
Letter 1 - Page 2/2



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIDE LETTER No.
2

     

    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    &
CHINA SOUTHERN AIRLINES (GROUP)
IMPORT

    AND
EXPORT TRADING CORPORATION

    Bai Yun
Airport

    Guangzhou
510405

    People’s
Republic of China

    


    Subject
: CREDIT MEMO
***

    


     

    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION (the “Buyer”) and Airbus S.A.S. (the “Seller”) have
entered into an Amendment No.4 to the Agreement ("the Amendment") dated as of
even date herewith, which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the Fifty Aircraft.

    


    Capitalized
terms used herein and not otherwise defined in this Side Letter will have the
meanings assigned thereto in the Amendment.

    


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

    


    Now, with
respect to the Fifty Aircraft, the Buyer and the Seller agree the
following:

    


    ***

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

     

    Side
Letter 2 - Page 1/2



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIDE LETTER No.
2

    


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

    


    
      
        	
                CHINA
      SOUTHERN AIRLINES

              	 
      	
                AIRBUS
      S.A.S.

              
	
                COMPANY
      LIMITED

              	 
      	 
      


      

    

    


    
      
        	
                By:
      /s/ Si Xianmin

              	 
      	
                By:
      /s/ Christophe Mourey

              
	 
      	 
      	 
      
	
                Name:
      Si Xianmin

              	 
      	
                Name:
      Christophe Mourey

              
	 
      	 
      	 
      
	
                Title:
      President

              	 
      	
                Title:
      Senior Vice President
Contracts

              


      

    

    


    
      Agreed
and Accepted

    

    


    
      For and
on behalf of

    

    


    
      CHINA
SOUTHERN AIRLINES (GROUP) IMPORT

    

    
      AND
EXPORT TRADING CORPORATION

    

    


    
      By:  /s/
Zeng Zixiang

    

    


    
      Name:
Zeng
Zixiang

    

    


    Title: President

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

     

    Side
Letter 2 - Page 2/2



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIDE LETTER No.
3

    


    CHINA
SOUTHERN AIRLINES COMPANY LIMITED

    &
CHINA SOUTHERN AIRLINES (GROUP) IMPORT

    AND
EXPORT TRADING CORPORATION

    Bai Yun
Airport

    Guangzhou
510405

    People’s
Republic of China

    


    Subject
: ***


     

    CHINA
SOUTHERN AIRLINES COMPANY LIMITED and CHINA SOUTHERN AIRLINES (GROUP) IMPORT AND
EXPORT TRADING CORPORATION (the “Buyer”) and Airbus S.A.S. (the “Seller”) have
entered into an Amendment No.4 to the Agreement ("the Amendment") dated as of
even date herewith, which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the Fifty Aircraft.

    


    Capitalized
terms used herein and not otherwise defined in this Side Letter will have the
meanings assigned thereto in the Amendment.

    


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

    


    Now, with
respect to the Fifty Aircraft, the Buyer and the Seller agree to the
following:

    


    
      ***

    

    


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

    


    A319/A320
– CSN – 01/04

    CC-C
3370036/02

     

    Side
Letter 3 - Page 1/2



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    SIDE LETTER No.
3

    


    If the
foregoing correctly sets forth our understanding, please execute three (3)
originals in the space provided below and return one (1) original of this Side
Letter to the Seller.

    


    
      
        	
                Agreed
      and Accepted

              	 
      	
                Agreed
      and Accepted

              
	 
      	 
      	 
      
	
                For
      and on behalf of

              	 
      	
                For
      and on behalf of

              


      

    

    


    
      
        	
                CHINA
      SOUTHERN AIRLINES

              	 
      	
                AIRBUS
      S.A.S.

              
	
                COMPANY
      LIMITED

              	 
      	 
      


      

    

    


    
      
        	
                By: /s/ Si Xianmin

              	 
      	
                By:
      /s/ Christophe Mourey

              
	 
      	 
      	 
      
	
                Name:
      Si Xianmin

              	 
      	
                Name:
      Christophe Mourey

              
	 
      	 
      	 
      
	
                Title:
      President

              	 
      	
                Title:
      Senior Vice President
Contracts

              


      

    

    


    
      Agreed
and Accepted

    

    


    
      For and
on behalf of

    

    


    
      CHINA
SOUTHERN AIRLINES (GROUP) IMPORT

    

    
      AND
EXPORT TRADING CORPORATION

    

    


    
      By:  /s/
Zeng Zixiang

    

    


    
      Name:
Zeng
Zixiang

    

    


    Title: President

     

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

     

    
      A319/A320
– CSN – 01/04

      CC-C
3370036/02

    

     

    Side Letter 3 - Page 2/2