Unassociated Document


    Exhibit
4.6

     

    A330

    


    PURCHASE
AGREEMENT

    


    BETWEEN

    


    AIRBUS
S.A.S.

    as
Seller

    


    AND

    


    CHINA SOUTHERN AIRLINES
COMPANY LIMITED

    as
Buyer

    


    CHINA SOUTHERN AIRLINES
(GROUP) IMPORT AND EXPORT

    TRADING
CORPORATION

    as
Consenting Party

    


    Buyer’s
Reference: 07HMB2017FR

    Seller’s
Reference: 337.0045/07

    


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

    


    
      
        
          	
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      – CSN – 09/07

                	 
      	 
      
	
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    CONTENTS

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    CLAUSES

                                  	 	
                                    TITLES

                                  	 	 
	 	 	 	 	 
	 
      	 	 
      	 	 
	
                                    0

                                  	 	
                                    DEFINITIONS
      AND INTERPRETATION

                                  	 	
                                    5

                                  
	 
      	 	 
      	 	 
	
                                    1

                                  	 	
                                    SALE
      AND PURCHASE

                                  	 	
                                    9

                                  
	 
      	 	 
      	 	 
	
                                    2

                                  	 	
                                    SPECIFICATION

                                  	 	
                                    10

                                  
	 
      	 	 
      	 	 
	
                                    3

                                  	 	
                                    PRICES

                                  	 	
                                    12

                                  
	 
      	 	 
      	 	 
	
                                    4

                                  	 	
                                    PRICE
      REVISION

                                  	 	
                                    15

                                  
	 
      	 	 
      	 	 
	
                                    5

                                  	 	
                                    PAYMENTS

                                  	 	
                                    16

                                  
	 
      	 	 
      	 	 
	
                                    6

                                  	 	
                                    MANUFACTURE
      PROCEDURE - INSPECTION

                                  	 	
                                    22

                                  
	 
      	 	 
      	 	 
	
                                    7

                                  	 	
                                    CERTIFICATION

                                  	 	
                                    23

                                  
	 
      	 	 
      	 	 
	
                                    8

                                  	 	
                                    BUYER'S
      TECHNICAL ACCEPTANCE

                                  	 	
                                    25

                                  
	 
      	 	 
      	 	 
	
                                    9

                                  	 	
                                    DELIVERY

                                  	 	
                                    27

                                  
	 
      	 	 
      	 	 
	
                                    10

                                  	 	
                                    EXCUSABLE
      DELAY

                                  	 	
                                    29

                                  
	 
      	 	 
      	 	 
	
                                    11

                                  	 	
                                    NON-EXCUSABLE
      DELAY

                                  	 	
                                    31

                                  
	 
      	 	 
      	 	 
	
                                    12

                                  	 	
                                    WARRANTIES
      AND SERVICE LIFE POLICY

                                  	 	
                                    32

                                  
	 
      	 	 
      	 	 
	
                                    13

                                  	 	
                                    PATENT
      AND COPYRIGHT INDEMNITY

                                  	 	
                                    48

                                  
	 
      	 	 
      	 	 
	
                                    14

                                  	 	
                                    TECHNICAL
      DATA AND SOFTWARE SERVICES

                                  	 	
                                    51

                                  
	 
      	 	 
      	 	 
	
                                    15

                                  	 	
                                    SELLER
      REPRESENTATIVES

                                  	 	
                                    59

                                  
	 
      	 	 
      	 	 
	
                                    16

                                  	 	
                                    TRAINING
      AND TRAINING AIDS

                                  	 	
                                    62

                                  
	 
      	 	 
      	 	 
	
                                    17

                                  	 	
                                    EQUIPMENT
      SUPPLIER PRODUCT SUPPORT

                                  	 	
                                    78

                                  
	 
      	 	 
      	 	 
	
                                    18

                                  	 	
                                    BUYER
      FURNISHED EQUIPMENT

                                  	 	
                                    79

                                  
	 
      	 	 
      	 	 
	
                                    19

                                  	 	
                                    INDEMNIFICATION
      AND INSURANCE

                                  	 	
                                    82

                                  
	 
      	 	 
      	 	 
	
                                    20

                                  	 	
                                    TERMINATION

                                  	 	
                                    85

                                  
	 
      	 	 
      	 	 
	
                                    21

                                  	 	
                                    ASSIGNMENTS
      AND TRANSFERS

                                  	 	
                                    87

                                  
	 
      	 	 
      	 	 
	
                                    22

                                  	 	
                                    MISCELLANEOUS
      PROVISIONS

                                  	 	
                                    88

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      	
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      – CSN – 09/07

            	 
      	 
      
	
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      2/92

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    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

                                	 	
                                  MATERIAL
      SUPPLY AND SERVICES

                                	 	 
	 
      	 	 
      	 	 
	
                                  Exhibit
      I

                                	 	
                                  LICENSES
      AND ON LINE SERVICES

                                	 	 


                        

                      

                    

                  

                

              

            

          

        

      

    

    


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

     

    
      	
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    A330 PURCHASE
AGREEMENT

    


    This A330
Purchase Agreement (the "Agreement") is made as of
24 th day of
October,            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. [and Airbus Industrie 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 383 474 814 (the "Seller"),

    


    and

    


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

    


    and

    


    CHINA
SOUTHERN AIRLINES (GROUP) IMPORT AND EXPORT TRADING CORPORATION, a company
organised under the laws of the People’s Republic of China,  having
its principal place of business at Jichang Road No. 272, Guangzhou 510405, ,
People's Republic of China (the “Consenting
Party”).

    


    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.

    


    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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              0.

            	
              DEFINITIONS
      AND INTERPRETATION

            


    

    


    
      	
              0.1

            	
              In
      addition to words and terms elsewhere defined in this Agreement, the
      initially capitalized 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.

                          
	 	 
      	 	 
      
	 	
                            Airbus|Spares

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

                          
	 	 
      	 	 
      
	 	
                            Airbus|World

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

                          
	 	 
      	 	 
      
	 	
                            Aircraft

                          	 	
                            means
      an Airbus A330-200 aircraft delivered under this Agreement, including the
      Airframe, the Propulsion Systems, and any part, component, furnishing or
      equipment installed on the Aircraft on Delivery.

                          
	 	 
      	 	 
      
	 	
                            Aircraft
      Training Services

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

                          
	 	 
      	 	 
      
	 	
                            Airframe

                          	 	
                            means
      the Aircraft excluding the Propulsion Systems.

                          
	 	 
      	 	 
      
	 	
                            Airframe
      Base 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.

                          
	 	 
      	 	 
      
	 	
                            Base
      Price

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

                          
	 	 
      	 	 
      
	 	
                            Bill
      of Sale

                          	 	
                            has
      the meaning set out in Clause 9.2.2.

                          
	 	 
      	 	 
      
	 	
                            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 and in
      the Buyer's country or, where used in relation to a payment, which is a
      day on which banks are open for business in France, in Germany, in the
      Buyer's country and in New York, as
appropriate.

                          


                  

                

              

            

          

        

      

    

    


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

     

    
      	
              A330
      – CSN – 09/07

            	 
      	 
      
	
              CC
      – C 337.0045/07

            	
              Page
      5/92

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        
                                                          	 	
                                                                  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.

                                                                
	 	 
      	 	 
      
	 	
                                                                  Contractual
      Definition
Freeze or CDF

                                                                	 	
                                                                  has
      the meaning set out in Clause 2.4.2.

                                                                
	 	 
      	 	 
      
	 	
                                                                  Customization
      Milestones
Chart

                                                                	 	
                                                                  has
      the meaning set out in Clause 2.4.1.

                                                                
	 	 
      	 	 
      
	 	
                                                                  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

                                                                
	 	 
      	 	 
      
	 	
                                                                  General
      Terms and
Conditions or GTC

                                                                	 	
                                                                   

                                                                  means
      the General Terms and Conditions of Access to and Use of the Secure Area
      of Airbus|World set forth in Part 4 to Exhibit I.

                                                                
	 	 
      	 	 
      
	 	
                                                                  Goods
      and Services

                                                                	 	
                                                                  means
      any goods and services that may be purchased by the Buyer from the Seller,
      excluding Aircraft.

                                                                
	 	 
      	 	 
      
	 	
                                                                  Gross
      Negligence

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

                                                                
	 	 
      	 	 
      
	 	
                                                                  Ground
      Training Services

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

                                                                
	 	 
      	 	 
      
	 	
                                                                  Manufacture
      Facilities

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

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


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

    


    
      	
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      – CSN – 09/07

            	 
      	 
      
	
              CC
      – C 337.0045/07

            	
              Page
      6/92

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            
                                              
                                                
                                                  
                                                    
                                                      
                                                        	 	
                                                                Manufacturer
      Specification

                                                              	 	 
      
	 	
                                                                Change
      Notice or MSCN

                                                              	 	
                                                                has
      the meaning set out in Clause 2.2.2.1.

                                                              
	 	 
      	 	 
      
	 	
                                                                Material

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

                                                              
	 	 
      	 	 
      
	 	
                                                                Non-Excusable
      Delay

                                                              	 	
                                                                has
      the meaning set out in Clause 11.1.

                                                              
	 	 
      	 	 
      
	 	
                                                                Predelivery
      Payment

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

                                                              
	 	 
      	 	 
      
	 	
                                                                Propulsion
      Systems

                                                              	 	
                                                                has
      the meaning set out in Clause 2.3.

                                                              
	 	 
      	 	 
      
	 	
                                                                Propulsion
      Systems Base

                                                              	 	 
      
	 	
                                                                Price

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

                                                              
	 	
                                                                 
      

                                                              	 	 
      
	 	
                                                                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

                                                              	 	 
      
	 	
                                                                Manufacturer

                                                              	 	
                                                                means
      the manufacturer of the Propulsion Systems as set out in Clause
      2.3.

                                                              
	 	 
      	 	 
      
	 	
                                                                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.

                                                              
	 	 
      	 	 
      
	 	
                                                                Secure
      Area

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

                                                              
	 	 
      	 	 
      
	 	
                                                                Seller
      Furnished

                                                              	 	 
      
	 	
                                                                Equipment
      or SFE

                                                              	 	
                                                                corresponds
      to items of equipment that are identified in the

                                                              
	 	 
      	 	
                                                                Specification
      as being furnished by the Seller.

                                                              
	 	 
      	 	 
      
	 	
                                                                Seller
      Representatives

                                                              	 	
                                                                means
      the representatives of the Seller referred to in Clause
    15.2.

                                                              
	 	 	 	 
	 	
                                                                Seller
      Representatives

                                                              	 	 
      
	 	
                                                                Services

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

                                                              
	 	 
      	 	 
      
	 	
                                                                Seller
      Service Life Policy

                                                              	 	
                                                                has
      the meaning set out in Clause 12.2.

                                                              
	 	 
      	 	 
      
	 	
                                                                Spare
      Parts

                                                              	 	
                                                                means
      the items of equipment and material that 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.

                                                              


                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


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

     

    
      	
              A330
      – CSN – 09/07

            	 
      	 
      
	
              CC
      – C 337.0045/07

            	
              Page
      7/92

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        
          
            
              	 	
                      Standard
      Specification

                    	 	
                      means
      the A standard specification document number
      Issue    dated    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.

                    
	 	 
      	 	 
      
	 	
                      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.

    


    
      	
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      – CSN – 09/07

            	 
      	 
      
	
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              Page
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              1

            	
              SALE
      AND PURCHASE

            


    

     

    The
Seller shall sell and deliver and the Buyer shall buy and take delivery of ten
(10) A330-200 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.

    


    
      	
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      – CSN – 09/07

            	 
      	 
      
	
              CC
      – C 337.0045/07

            	
              Page
      9/92

            	 
      


    

     

    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    
      	
              2.

            	
              SPECIFICATION

            


    

    


    
      	
              2.1

            	
              Airframe
      Specification

            


    

    


    Each of
the Aircraft shall be manufactured in accordance with the respective Standard
Specification Document (the “Standard Specification”) with the following
corresponding design weights:

    


    
      	
            	
               
      

            	
              ***

            


    

    


    
      	
              2.2

            	
              Specification
      Amendment

            


    

    


    The
parties understand and agree that the Specification may be further amended following
signature of this Agreement as set forth hereunder.

    


    
      	
              2.2.1

            	
              Specification
      Change Notice

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              2.2.2

            	
              Development
      Changes

            


    

    


    The
Specification may also be amended to incorporate changes deemed necessary by the
Seller to improve the Aircraft, prevent delay or ensure compliance with this
Agreement (“Development Changes”), as set forth hereunder.

    


    Such
development changes shall not adversely affect price, time of delivery, weight
or performance of the aircraft, interchangeability or replaceability
requirements under the Specification.

    


    
      	
              2.2.2.1

            	
              Manufacturer
      Specification Changes Notices

            


    

    


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

    


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

    


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

    


    
      	
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              2.2.2.2

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

            


    

    


    
      	
               
      

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

            


    

     

    
      	
              2.3

            	
              Propulsion
      Systems

            


    

    


    The
Airframe shall be equipped with a set of two (2) :

    
      	
               
      

            	
              -

            	
              ROLLS-ROYCE
      model RB211-TRENT 772B propulsion system including equipment, nacelles and
      thrust reversers or,

            


    

    
      	
               
      

            	
              -

            	
              GENERAL  ELECTRICS
      model CFE-80E1-A3 propulsion system including equipment, nacelles and
      thrust reversers, or

            


    

    
      	
               
      

            	
              -

            	
              PRATT
      & WHITNEY model PW4168A propulsion system including equipment,
      nacelles and thrust reversers.

            


    

    


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

     

    Propulsion
Systems’ selection shall be made at the latest on the first day of the 15th month
prior to the scheduled delivery month of the first Aircraft. If the Buyer does
not select its Propulsion Systems’ type within the specified timeframe, in
addition to its other rights, Airbus will have the right to defer the Scheduled
Delivery Months of the Aircraft.

    


    
      	
              2.4

            	
              Milestones

            


    

    


    
      	
              2.4.1

            	
              Customization
      Milestones Chart

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              2.4.2

            	
              Contractual
      Definition Freeze

            


    

    


    
      	
               
      

            	
              The
      Customization Milestone Chart shall in particular define the Contractual
      Definition Freeze (“CDF”) date, corresponding to the latest date prior to
      an Aircraft Scheduled Delivery Month by which all SCNs need to have been
      executed by the Buyer to enable their incorporation into the manufacturing
      of the Aircraft.

            


    

    


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

    


    
      	
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              3

            	
              PRICES

            


    

    


    
      	
              3.1

            	
              Airframe
      Base Price

            


    

    


    
      	
              3.1.1

            	
              The
      Airframe Base Price is the sum of:

            


    

    


    
      	
               
      

            	
              (i)

            	
              the
      base price of the Airframe as defined in the Standard Specification
      excluding Buyer Furnished Equipment, which is
:

            


    

    


    
      	
               
      

            	
              USD
      ***

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
               
      

            	
              (ii)

            	
              a
      budgetary sum for specification change notices (SCN), which is
      :

            


    

    


    
      	
               
      

            	
              USD
        ***        

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
              3.1.2

            	
              The
      Airframe Basic Price is expressed in United States Dollars (USD)
      ***

            


    

     

    
      	
              3.2

            	
              Propulsion
      Systems Base Price

            


    

     

    
      	
              3.2.1

            	
              General Electrics Propulsion
      System

            


    

    


    The Basic
Price of the General Electrics Propulsion System is the Basic Price of a set of
two (2) GENERAL ELECTRICS model CFE-80E1-A3 propulsion system including
equipment, nacelles and thrust reversers, which is:

    


    USD
***

    ***

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
              3.2.2

            	
              PRATT
      & WHITNEY Propulsion System

            


    

    


    The Basic
Price of the PRATT & WHITNEY Propulsion System is the Basic Price of a set
of two (2) PRATT & WHITNEY model PW4168A propulsion system including
equipment, nacelles and thrust reversers, which is:

    


    USD
***

    ***

    


    ***

    


    ***

    


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

    


    
      	
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              3.2.3

            	
              ROLLS
      ROYCE Propulsion System

            


    

    


    The Basic
Price of the ROLLS ROYCE Propulsion System is the Basic Price of a set of two
(2) ROLLS ROYCE model RB211-TRENT 772B propulsion system including equipment,
nacelles and thrust reversers, which is:

    


    USD
***

    ***

    


    ***

    


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

    


    
      	
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              3.3

            	
              Final
      Price

            


    

    


    
      	
               
      

            	
              ***

            


    

    


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

    


    
      	
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              4.

            	
              PRICE
      REVISION

            


    

    


    
      
        	
                4.1

              	
                Revision
      of Airframe Base Price

              


      

    

    


    
      	
               
      

            	
              The
      Airframe Base 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.

    


    
      	
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              5

            	
              PAYMENTS

            


    

    


    
      	
              5.1

            	
              Seller's
      Account

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
              5.2

            	
              Commitment
      Fee

            


    

    


    
      	
               
      

            	
              Intentionally
      deleted.

            


    

     

    
      	
              5.3

            	
              Predelivery
      Payments

            


    

    


    
      	
              5.3.1

            	
              ***

            


    

    


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

    


    
      	
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              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.

    


    
      	
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                5.3.5

              	
                ***.

              


      

    

     

    
      	
              5.4

            	
              Balance
      of Final Price

            


    

    


    
      	
              5.4.1

            	
              ***

            


    

    


    
      	
              5.4.2

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

            


    

     

    
      	
              5.5

            	
              Other
      Charges

            


    

    


    
      	
               
      

            	
              ***

            


    

    


    
      	
              5.6

            	
              Method
      of Payment

            


    

    


    
      	
              5.6.1

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

            


    

    


    
      	
              5.6.2

            	
              All
      payments due to the Seller hereunder shall be made in full, without
      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, commitment fee, option fees for the
      Aircraft as well as any payment due to the Seller for any spare parts,
      data, documents, training and services, 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.

    


    
      	
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              5.8.2

            	
              The
      Seller shall pay all other taxes, duties or similar charges of any nature
      whatsoever levied, assessed, charged or collected for or in connection
      with the  manufacture, assembly, sale and delivery under this
      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

            	
              Proprietary
      Interest

            


    

    


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

    


    
      	
              5.10

            	
              Set-Off

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              5.11

            	
              Cross-Collateralisation

            


    

    


    
      	
              5.11.1

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


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

    


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

    


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

    


    
      	
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              5.11.2

            	
              In
      the event that the Seller applies any amount of any Predelivery Payment it
      then holds under this Agreement in respect of any of the Aircraft in
      satisfaction of the amount due and unpaid by the Buyer or its Affiliates
      or to compensate for losses and/or damages to the Seller or its Affiliates
      as a result of the Buyer’s or its Affiliates’ failure to make payment in a
      timely manner under the Agreement or any Other Agreement, then the Seller
      shall notify the Buyer to that effect. Within three (3) working days of
      issuance of such notification, the Buyer shall pay by wire transfer of
      funds immediately available to the Seller the amount of the Predelivery
      Payment that has been applied by the Seller as set forth
      above.

            


    

    


    Failure of the Buyer to pay such
amount in full, shall entitle the Seller to (i) collect interest on such unpaid
amount in accordance with Clause 5.7 hereof from the fourth (4th)
working day following the Seller’s written request to the Buyer for
such  payment and (ii) treat such failure as an additional termination
event for which the Seller shall be entitled to the remedies available under
Clause 20.2 of the Agreement.

    


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

    


    
      	
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              6

            	
              MANUFACTURE
      PROCEDURE – INSPECTION

            


    

    


    
      	
              6.1

            	
              Manufacture
      Procedure

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              6.2

            	
              Inspection

            


    

    


    
      	
              6.2.1

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

    


    
      	
              6.3

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

            


    

    


    
      	
               
      

            	
              For
      the purpose of the inspections, and commencing with the date of 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.

    


    
      	
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              7

            	
              CERTIFICATION

            


    

    


    
      	
              7.1

            	
              Type
      Certification

            


    

    


    The
Aircraft has been type certificated under European Aviation Safety Agency (EASA)
procedures for joint certification in the transport category.  The
Seller has obtained the relevant type certificate (the "Type Certificate") to allow
the issuance of the Export Airworthiness Certificate and its acceptance by the
Buyer’s Aviation Authorities (“CAAC”). Reference for validation of Type
Certification to regulation of AP-21-01R1 of 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.

    


    
      	
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              7.4

            	
              Validation of the Export
      Airworthiness Certificate

            


    

    


    
      	
              7.4.1

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

            


    

    


    
      	
              7.4.2

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

            


    

    


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

    


    
      	
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              8

            	
              BUYER'S
      TECHNICAL ACCEPTANCE

            


    

    


    
      	
              8.1

            	
              Technical
      Acceptance Process

            


    

    


    
      	
              8.1.1

            	
              Prior
      to Delivery 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)

            	
              commence
      on a week notified by the Seller to the Buyer by no less than
      forty-five  (45) days
notice;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              take
      place at the Delivery Location;

            


    

    


    
      	
               
      

            	
              (iii)

            	
              be
      carried out by the personnel of the
Seller;

            


    

    


    
      	
               
      

            	
              (iv)

            	
              include
      a technical acceptance flight which shall not exceed a period of three (3)
      hours.

            


    

    


    
      	
              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 as satisfactory in all
    respects.

            


    

    


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

    


    
      	
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              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").

            


    

    


    
      	
              8.4

            	
              Aircraft
      Utilisation

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

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

            


    

    


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

    


    
      	
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              9

            	
              DELIVERY

            


    

    


    
      	
              9.1

            	
              Delivery
      Schedule

            


    

    


    
      	
              9.1.1

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

            


    

    


    Aircraft
No.
1                    
  ***

    Aircraft
N0.
2                       ***

    Aircraft
No.
3                       ***

    Aircraft
No.
4                       ***

    Aircraft
No.
5                       ***

    Aircraft
No.
6                       ***

    Aircraft
No.
7                       ***

    Aircraft
No.
8                       ***

    Aircraft
No.
9                       ***

    Aircraft
No.
10                     ***

    


    
      	
               
      

            	
              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.

            


    

    


    
      	
              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.

            


    

    


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

    


    
      	
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              9.3

            	
              Fly
      Away

            


    

    


    
      	
              9.3.1

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

            


    

    


    
      	
              9.3.2

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

            


    

    


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

    


    
      	
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              10

            	
              EXCUSABLE
      DELAY

            


    

    


    
      	
              10.1

            	
              The
      Buyer acknowledges that the Aircraft (is) (are) to be manufactured by
      Seller in performance of this Agreement and that the Scheduled Delivery
      Month (s) (is) (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.

            


    

    


    
      	
              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.

            


    

    


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

    


    
      	
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              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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              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 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 whatsover 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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              12

            	
              WARRANTIES
      AND SERVICE LIFE POLICY

            


    

    


    
      
        	
                 

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

                

              


      

    

     

    
      	
              12.1

            	
              Standard
      Warranty

            


    

    


    
      	
              12.1.1

            	
              Nature
      of Warranty

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      	
               
      

            	
              (b)

            	
              which
      bears a part number of the Seller at the time of such
      Delivery.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              (i)

            	
              in
      material;

            


    

    


    
      	
               
      

            	
              (ii)

            	
              in
      workmanship, including without limitation processes of
      manufacture;

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
              (iv)

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

            


    

     

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

      


      
        
          	
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              12.1.2 

            	
              Exclusions

            


    

    


    
      
        	
                 

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

              


      

    

    


    
      
        	
                
                

              	
                (i)

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

              


      

    

    


    
      
        	
                
                

              	
                (ii)

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

              


      

    

     

    
      	
              12.1.3 

            	
              Warranty
      Period

            


    

    


    
      
        	
                 

              	
                The
      warranties set forth in Clauses 12.1.1 and 12.1.2 shall be limited to
      those defects that become apparent within *** after Delivery of the
      affected Aircraft (the “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, at the Seller’s expense and option, the
      repair, replacement or correction of any Warranted Part which is defective
      (or to the supply of modification kits rectifying the defect), together
      with a credit to the Buyer's account with the Seller of an amount equal to
      the mutually agreed direct labor costs expended in performing the removal
      and the reinstallation thereof on the Aircraft at the labor rate defined
      in Clause 12.1.7.5.

              


      

    

    


    
      
        	
                 

              	
                The
      Seller may alternatively furnish to the Buyer’s account with the Seller a
      credit equal to the price at which the Buyer is entitled to purchase a
      replacement for the defective Warranted
Part.

              


      

    

    


    
      
        	
                12.1.4.2

              	
                In
      the event of a defect covered by Clauses 12.1.1 (iii), 12.1.1 (iv) and
      12.1.2 (ii) becoming apparent within the Warranty Period, the Seller shall
      also, if so requested by the Buyer in writing, correct such defect in any
      Aircraft which has not yet been delivered to the Buyer, provided,
      however,

              


      

    

    


    
      
        	
              	
                (i)

              	
                that
      the Seller shall not be responsible, nor deemed to be in default on
      account of any delay in Delivery of any Aircraft or otherwise in respect
      of the performance of this 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.

                


        

      

    

     

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

      


      
        
          	
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                12.1.4.3

              	
                Cost of
      inspection

              


      

    

    


    
      
        	
                 

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

              


      

    

     

    
      
        	
              	
                (i)

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

              


      

    

     

    
      
        	
              	
                (ii)

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

              


      

    

     

    
      
        	
              	
                (iii)

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

              


      

    

     

    
      
        	
              	
                (iv)

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

              


      

    

     

    
      	
              12.1.5

            	
              Warranty
      Claim Requirements

            


    

    


    
      
        	
                 

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

              


      

    

    


    
      
        	
              	
                (i)

              	
                the
      defect having become apparent within the Warranty
  Period;

              


      

    

    


    
      
        	
              	
                (ii)

              	
                the
      Buyer having filed a warranty claim within 120 days of discovering the
      defect;

              


      

    

     

    
      
        	
              	
                (iii)

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

              


      

    

     

    
      
        	
              	
                (iv)

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

              


      

    

     

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

      


      
        
          	
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              12.1.6 

            	
              Warranty
      Administration

            


    

    


    
      
        	
                 

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

                

              


      

    

     

    
      
        	
                12.1.6.1

              	
                Claim
      Determination

              


      

    

     

    
      
        	
                 

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

                

              


      

    

     

    
      
        	
                12.1.6.2

              	
                Transportation
      Costs

              


      

    

     

    
      	
               
      

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

            


    

     

    
      
        	
                12.1.6.3

              	
                Return of an
      Aircraft

              


      

    

     

    
      
        	
                 

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

                

              


      

    

     

    
      
        	
                12.1.6.4

              	
                On-Aircraft Work by
      the Seller

              


      

    

     

    
      
        	
                 

              	
                
                  If
      the Seller determines that a defect subject to this Clause 12.1
      justifies the dispatch by the Seller of a working team to repair or
      correct such defect through the embodiment of one or several Seller's
      Service Bulletins at the Buyer's facilities, or if the Seller accepts the
      return of an Aircraft to perform or have performed such repair or
      correction, then the labor costs for such on-Aircraft work shall be borne
      by the Seller.

                

              


      

    

    


    
      	
              
                 

              

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

                

              

            


    

    


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

      

    

     

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

      


      
        
          	
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              12.1.6.5

            	
              Warranty Claim
      Substantiation

            


    

    


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

    


    
      	
               
      

            	
              a)

            	
              description
      of defect and action taken, if any,

            


    

     

    
      	
               
      

            	
              b)

            	
              date
      of incident and/or removal date,

            


    

     

    
      	
               
      

            	
              c)

            	
              description
      of Warranted Part claimed to be
defective,

            


    

     

    
      	
               
      

            	
              d)

            	
              part
      number,

            


    

     

    
      	
               
      

            	
              e)

            	
              serial
      number (if applicable),

            


    

     

    
      	
               
      

            	
              f)

            	
              position
      on Aircraft,

            


    

     

    
      	
               
      

            	
              g)

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

            


    

     

    
      	
               
      

            	
              h)

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

            


    

     

    
      	
               
      

            	
              i)

            	
              Manufacturer
      Serial Number of the Aircraft and/or its
  registration,

            


    

     

    
      	
               
      

            	
              j)

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

            


    

     

    
      	
               
      

            	
              k)

            	
              Warranty
      Claim number,

            


    

     

    
      	
               
      

            	
              l)

            	
              date
      of Warranty Claim,

            


    

     

    
      	
               
      

            	
              m)

            	
              Delivery
      Date of Aircraft or Warranted Part to the
Buyer,

            


    

    


    
      Warranty
Claims are to be addressed as follows:

    

    


    AIRBUS

    CUSTOMER SERVICES
DIRECTORATE

    WARRANTY ADMINISTRATION

    Rond-Point Maurice
Bellonte

    B.P. 33

    F-31707 BLAGNAC CEDEX

    FRANCE

    


    
      
        	
                12.1.6.6

              	
                Replacements

              


      

    

     

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

     

    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

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

      


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

     

    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.

    


    
      	
              12.1.6.7

            	
              Rejection

            


    

     

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

    

    


    
      
        	
                12.1.6.8

              	
                Inspection

              


      

    

     

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

    

    


    
      	
              12.1.7 

            	
              Inhouse
      Warranty

            


    

    


    
      	
              12.1.7.1

            	
              Seller's
      Authorization

            


    

     

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

    

     

    
      
        	
                12.1.7.2

              	
                Conditions for
      Seller's Authorization

              


      

    

     

    
      The Buyer
shall be entitled to repair such Warranted Parts:

    

     

    
      
        	
              	
                -

              	
                provided
      the Buyer notifies the Seller 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 ensure a prompt response *** and shall not unreasonably withhold
      authorization;

              


      

    

     

    
      
        	
              	
                -

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

              


      

    

     

    
      
        	
              	
                -

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

              


      

    

     

    
      
        	
              	
                -

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

              


      

    

    


    
      
        	
                12.1.7.3

              	
                Seller's
      Rights

              


      

    

     

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

         

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

          


          
            
              	
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                12.1.7.4

              	
                Inhouse Warranty Claim
      Substantiation

              


      

    

     

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

     

    a)        a
report of technical findings with respect to the defect,

    b)        for
parts required to remedy the defect:

    - part numbers,

    - serial numbers (if
applicable),

    - parts description,

    - quantity of parts,

    - unit price of parts,

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

    - total price of parts,

    c)        detailed
number of labor hours,

    d)        Inhouse
Warranty Labor Rate,

    e)        total
claim value.


    
      	
              12.1.7.5

            	
              Credit

            


    

     

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

    

    


    
      	
               
      

            	
              (a)

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

            


    

    


    
      
        	
              	
                (b)

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

              


      

    

    


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

    


    
      	
               
      

            	
              (c)

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

            


    

     

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

      


      
        
          	
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                12.1.7.6 

              	
                Limitation

              


      

    

    


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

    

    


    
      
        	
                12.1.7.7 

              	
                Scrapped
      Material

              


      

    

    


    
      	
               
      

            	
              The
      Buyer shall retain any defective Warranted Part beyond economic repair and
      any defective part removed from a Warranted Part during repair for a
      period of ***after the date of completion of the repair or *** after
      submission of a claim for Inhouse Warranty credit relating thereto,
      whichever is longer. Such parts shall be returned to the Seller within ***
      of receipt of the Seller's request to that
  effect.

            


    

    


    
      	
               
      

            	
              Notwithstanding
      the foregoing, the Buyer may scrap any such defective parts, which are
      beyond economic repair and not required for technical evaluation locally,
      with the agreement of the Seller
  Representative(s).

            


    

    


    
      	
               
      

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

            


    

     

    
      
        	
                12.1.8 

              	
                Standard
      Warranty in case of Pooling or Leasing
  Arrangements

              


      

    

    


    
      Without
prejudice to Clause 21.1, the warranties provided for in this Clause 12.1 for
any Warranted Part shall accrue to the benefit of any airline in revenue
service, other than the Buyer, if the Warranted Part enters into the possession
of any such airline as a result of a pooling or leasing agreement between such
airline and the Buyer, in accordance with the terms and subject to the
limitations and exclusions of the foregoing warranties and to the extent
permitted by any applicable law or regulations.

    

     

    
      
        	
                12.1.9 

              	
                Warranty
      for Corrected, Replaced or Repaired Warranted
  Parts

              


      

    

    


    
      Whenever
any Warranted Part, which contains a defect for which the Seller is liable under
Clause 12.1, has been corrected, replaced or repaired pursuant to the terms of
this Clause 12.1, the period of the Seller's warranty with respect to such
corrected, repaired or replacement Warranted Part, whichever the case may be,
shall be the remaining portion of the original warranty or twelve (12) months,
whichever is longer.

    

    


    
      
        	
                12.1.10 

              	
                Accepted
      Industry Standard Practices - Normal Wear and
  Tear

              


      

    

    


    
      The
Buyer's rights under this Clause 12.1 are subject to the Aircraft and each
component, equipment, accessory and part thereof being maintained, overhauled,
repaired and operated in accordance with accepted industry standard practices,
all Technical Data and any other instructions issued by the Seller, the
Suppliers and the Propulsion Systems Manufacturer and all applicable rules,
regulations and directives of the relevant Aviation Authorities.

       

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

        


        
          
            	
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    The
Seller's liability under this Clause 12.1 shall not extend to normal wear and
tear nor to:

    


    
      	
               
      

            	
              (i)

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

            


    

     

    
      	
               
      

            	
              (ii)

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

            


    

     

    
      	
               
      

            	
              (iii)

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

            


    

     

    
      
        	
                12.1.11 

              	
                Limitation
      of liability

              


      

    

    


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


     

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

      


      
        
          	
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              12.2 

            	
              Seller
      Service Life Policy

            


    

    


    
      	
              12.2.1

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

            


    

    


    For the
purposes of this Clause 12.2:

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      
        	
              	
                (ii) 

              	
                 "Failure" means a
      breakage or defect that can reasonably be expected to occur on a fleetwide
      basis and which materially impairs the utility of the
  Item.

              


      

    

    


    
      
        	
                12.2.2 

              	
                Periods
      and Seller's Undertakings

              


      

    

    


    
      The
Seller agrees that if a Failure occurs in an Item before the Aircraft in which
such Item was originally installed has completed *** flying hours
or   *** flight cycles or within *** after the Delivery of said
Aircraft, whichever shall first occur, the Seller shall, at its discretion and
as promptly as practicable and with the Seller's financial participation as
hereinafter provided, either :

    

    


    
      	
               
      

            	
               

            	
              -

            	
              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

            


    

    


    
      	
              
              

            	
              - 

            	
              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

              


      

    

    


    Subject
to the general conditions and limitations set forth in Clause 12.2.4, any part
or Item that the Seller is required to furnish to the Buyer under this Service
Life Policy in connection with the correction or replacement of an Item shall be
furnished to the Buyer at the Seller’s then current sales price therefore, less
the Seller's financial participation determined in accordance with the following
formula:

    


    
      ***

    

     

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

      


      
        
          	
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                12.2.4 

              	
                General
      Conditions and Limitations

              


      

    

    


    
      
        	
                12.2.4.1 

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

              


      

    

    


    
      
        	
                12.2.4.2 

              	
                The
      Buyer's remedies and the Seller's obligations and liabilities under this
      Service Life Policy are subject to the prior compliance by the Buyer with
      the following conditions:

              


      

    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

            	
              the
      Buyer shall comply with the conditions of Clause
  12.1.10;

            


    

    


    
      	
               
      

            	
              (iv)

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

            


    

    


    
      	
               
      

            	
              (v)

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

            


    

    


    
      
        	
                12.2.4.3 

              	
                Except
      as otherwise provided for in this Clause 12.2, any claim under this
      Service Life Policy shall be administered as provided for in, and shall be
      subject to the terms and conditions of, Clause
  12.1.6.

              


      

    

    


    
      
        	
                12.2.4.4

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

              


      

    

    


    
      
        	
                12.2.4.5

              	
                This
      Service Life Policy is neither a warranty, performance guarantee, nor an
      agreement to modify any Aircraft or Airframe components to conform to new
      developments occurring in the state of airframe design and manufacturing
      art.

              


      

    

     

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

       

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

        


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

    

    


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

       

      
        	
                12.3 

              	
                Supplier
      Warranties and Service Life
Policies

              


      

    

    


    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 Agreements.


    


    
      
        	
                12.3.1

              	
                Definitions

              


      

    

    


    
      	
              12.3.1.1

            	
              “Supplier” means any
      supplier of Supplier Parts.

            


    

    


    
      
        	
                12.3.1.2

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

              


      

    

    


    
      	
              12.3.1.3

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

            


    

    


    ***

    


    
      	
              12.3.2 

            	
              Supplier's
      Default

            


    

    


    
      
        	
                12.3.2.1

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

              


      

    

    


    
      
        
          	
                  12.3.2.2

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

                


        

      

    

     

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

      


      
        
          	
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                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.

              


      

    

     

    
      	
              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 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 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 towards the Buyer. Such corrective action, when accepted by the Buyer,
shall constitute full satisfaction of any claim the Buyer may have against
either the Seller or any such Supplier with respect to such Interface
Problem.

       

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

        


        
          
            	
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              12.4.5 

            	
              General

            


    

    


    
      
        	
                12.4.5.1

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

              


      

    

    


    
      
        	
                12.4.5.2

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

              


      

    

    


    
      
        	
                12.4.5.3

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

              


      

    

    


    
      
        	
                12.5

              	
                Waiver,
      Release and Renunciation

              


      

    

    


    THE
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER (AS DEFINED BELOW FOR THE
PURPOSES OF THIS CLAUSE) AND REMEDIES OF THE BUYER SET FORTH IN THIS CLAUSE 12
ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND
RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND
RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED,
ARISING BY LAW, CONTRACT OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMITY OR
DEFECT OF ANY KIND, IN ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART,
SOFTWARE, DATA OR SERVICES DELIVERED UNDER THIS AGREEMENT, INCLUDING BUT NOT
LIMITED TO:

     

    
      
        	
              	
                A.

              	
                ANY
      WARRANTY AGAINST HIDDEN
DEFECTS;

              


      

    

     

    
      	
            	
              
                B.

              

            	
              
                ANY
      IMPLIED WARRANTY OF MERCHANTABILITY OR
  FITNESS;

              

            


    

     

    
      	
            	
              
                C.

              

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

              

            


    

     

    
      	
            	
              
                D.

              

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

              

            


    

     

    
      	
            	
              
                E.

              

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

              

            


    

    


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

       

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

        


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

            


    

     

    
      	
              12.6

            	
              Duplicate
      Remedies

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              12.7

            	
              Negotiated
      Agreement

            


    

    


    
      	
               
      

            	
              The
      Buyer specifically recognizes 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; and

            


    

    


    
      	
               
      

            	
              (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.

            


    

    


    
      	
              12.8

            	
              Disclosure
      to Third Party Entity

            


    

    


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

    


    
      	
              12.9

            	
              Transferability

            


    

    


    
      	
               
      

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

            


    

     

    
      	
               
      

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

            


    

     

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

     

    
      
        
          
            	
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              13

            	
              PATENT
      AND COPYRIGHT INDEMNITY

            


    

    


    
      	
              13.1

            	
              Indemnity

            


    

    


    
      	
              13.1.1

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              and

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (1)

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

            


    

    


    
      	
               
      

            	
              or
      in the alternative,

            


    

    


    
      	
               
      

            	
              (2)

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

            


    

    


    
      	
               
      

            	
              and

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      
        	
                13.1.2

              	
                Clause 13.1.1
      shall not apply to

              


      

    

    


    
      	
               
      

            	
              (i)

            	
              Buyer
      Furnished Equipment or Propulsion Systems;
or

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      
        	
              	
                (iii)

              	
                software
      not created by the Seller.

              


      

    

    


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

     

    
      
        	
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              13.1.3

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
              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.

            


    

    


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

     

    
      
        	
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                14.

              	
                TECHNICAL
      DATA AND SOFTWARE SERVICES

              


      

    

    


    
      	
              14.A

            	
              TECHNICAL
      DATA

            


    

    


    
      	
              14.B

            	
              SOFTWARE
      SERVICES

            


    

    


    
      	
              14.C

            	
              GENERAL
      PROVISIONS

            


    

    


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

     

    
      
        	
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              14A

            	
              TECHNICAL
      DATA

            


    

    


    
      	
              14A.1

            	
              Scope

            


    

    


    
      	
               
      

            	
              This
      Clause covers the terms and conditions for the supply of technical data
      (“hereinafter “Technical
      Data”) to support the Aircraft
operation.

            


    

    


    
      	
              14A.1.1

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

            


    

    


    
      	
              14A.1.2

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

            


    

    


    
      
      

    

    
      	
              14A.2

            	
              Aircraft
      Identification for Technical Data

            


    

    


    
      	
              14A.2.1

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

            


    

    


    
      	
              14A.2.2

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

            


    

    


    
      	
              14A.2.3

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

            


    

    


    The affected customized Technical Data
are:

     

    
      	
               
      

            	
              -

            	
              Aircraft
      Maintenance Manual,

            


    

    
      	
               
      

            	
              -

            	
              Illustrated
      Parts Catalog,

            


    

    
      	
               
      

            	
              -

            	
              Trouble
      Shooting Manual,

            


    

    
      	
               
      

            	
              -

            	
              Aircraft
      Wiring Manual,

            


    

    
      
        	
                 
      

              	
                -

              	
                Aircraft
      Schematics Manual,

              
	 	 	Aircraft
      Wiring Lists.


      

    

    


    
      	
              14A.3

            	
              Integration
      of Equipment Data

            


    

    


    
      	
              14A.3.1

            	
              Supplier
      Equipment

            


    

    


    
      	
               
      

            	
              Information
      relating to Supplier equipment that 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 affected systems, at no
      additional charge to the Buyer for the initial issue of the Technical Data
      provided at first Aircraft Delivery (“the Basic
  Issue”).

            


    

    


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

     

    
      
        	
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                14A.3.2

              	
                Buyer
      Furnished Equipment

              


      

    

    


    
      
        	
                14A.3.2.1

              	
                The
      Seller shall introduce data relative to Buyer Furnished Equipment, for
      equipment that is installed on the Aircraft by the Seller (hereinafter
      “BFE Data”), into the customized Technical Data at no additional charge to
      the Buyer for the Technical Data Basic Issue, provided such data is
      provided in accordance with the conditions set forth in Clauses 14A.3.2.2
      through 14A.3.2.5 hereunder.

              


      

    

    


    
      	
              14A.3.2.2

            	
              The
      Buyer shall supply the BFE Data to the Seller at least *** before the
      scheduled delivery of the customized Technical
  Data.

            


    

    


    
      	
              14A.3.2.3

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

            


    

    


    
      	
              14A.3.2.4

            	
              The
      Buyer and the Seller shall agree on the requirements for the provision to
      the Seller of BFE Data for “on-aircraft maintenance”, such as but not
      limited to timeframe, media and format, for integration of such BFE Data
      into Technical Data, with the aim of managing the BFE Data integration
      process in an efficient, expedite and economic
  manner.

            


    

    


    
      	
              14A.3.2.5

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

            


    

    


    
      
        	
                14A.3.2.6

              	
                ***

              


      

    

    


    
      	
              14A.4

            	
              Supply

            


    

    


    
      	
              14A.4.1

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

            


    

    


    
      	
              14A.4.2

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

            


    

    


    
      	
              14A.4.3

            	
              Delivery

            


    

    


    
      	
              14A.4.3.1

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

            


    

    


    
      	
              14A.4.3.2

            	
              In
      such case,  the Seller shall deliver the Technical Data at the
      Buyer’s named place of destination under DDU conditions. The term Delivery
      Duty Unpaid (DDU) is defined by publication n° 560 of the
      International Chamber of Commerce, published in January
    2000.

            


    

    


    
      	
              14A.4.3.3

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

            


    

    


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

     

    
      
        	
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              14A.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 *** to the Buyer at
      the Buyer’s named place of
destination.

            


    

    


    
      	
              14A.5

            	
              Revision
      Service

            


    

    


    
      	
               
      

            	
              Unless
      otherwise specifically stated, revision service for the Technical Data
      shall be provided on a free of charge basis for a period of *** covered
      under this Agreement (the “Revision Service
  Period”).

            


    

    


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

    


    
      	
              14A.6

            	
              Service
      Bulletins (SB) Incorporation

            


    

    


    
      	
               
      

            	
              During
      the Revision Service Period and upon the Buyer’s request for incorporation
      of Seller Service Bulletin information into the Technical Data, which
      shall be made within six years after issuance of the applicable Service
      Bulletin, such 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 of
      the Buyer's Aircraft. The foregoing is applicable for Technical Data
      relating to maintenance only. For operational Technical Data either the
      pre or post Service Bulletin status shall be
  shown.

            


    

     

    
      	
              14A.7

            	
              Technical
      Data Familiarization

            


    

    


    Upon
request by the Buyer, the Seller shall provide up to *** of Technical Data
familiarization training at the Seller’s or the Buyer’s facilities.

    


    
      	
              14A.8

            	
              ***

            


    

    


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

     

    
      
        	
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                14A.9

              	
                AirN@v
      Services

              


      

    

    


    
      
        	
                14A.9.1

              	
                The
      Technical Data listed herebelow shall be provided through an advanced
      consultation tool  (hereinafter referred to as “AirN@v
      Services”). The affected Technical Data are the
  following:

              


      

    

    


    -
AirN@v/Maintenance:

    


    
      	
               
      

            	
              -Aircraft
      Maintenance Manual,

            


    

    
      	
               
      

            	
              -Illustrated
      Parts Catalog (Airframe/
Powerplant),

            


    

    
      	
               
      

            	
              -Trouble
      Shooting Manual,

            


    

    
      	
               
      

            	
              -Aircraft
      Schematics Manual,

            


    

    
      	
               
      

            	
              -Aircraft
      Wiring Lists,

            


    

    
      	
               
      

            	
              -Aircraft
      Wiring Manual,

            


    

    
      	
               
      

            	
              -Electrical
      Standard Practices Manual.

            


    

    


    - AirN@v/Associated
Data:

    


    
      	
               
      

            	
              -Consumable
      Material List,

            


    

    
      	
               
      

            	
              -Standards
      Manual.

            


    

    


    -
AirN@v/Engineering

    


    
      	
              14A.9.2

            	
              The
      licencing conditions for the use of AiN@v Services shall be as set forth
      in Part 1 of Exhibit I to the Agreement, “Licence  for Use of
      Software”.

            


    

    


    
      	
              14A.9.3

            	
              The
      licence to use AirN@v Services as described above shall be granted free of
      charge for the Aircraft for as long as the revisions of the affected
      Technical Data are free of charge in accordance with Clause 14A.5. At the
      end of such Revision Service Period, the yearly revision service for
      AirN@v Services based products and the associated licence fee shall be
      provided to the Buyer at the standard commercial conditions set forth in
      the Seller’s then current Customer Services
  Catalog.

            


    

    


    
      	
              14A.10

            	
              On-Line
      Technical Data

            


    

    


    
      	
              14A.10.1

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

            


    

    


    
      	
              14A.10.2

            	
              Such
      provision shall be at no cost for the duration of the Revision Service
      Period for such Technical Data in accordance with Clause
      14A.5.

            


    

    


    
      	
              14A.10.3

            	
              Access
      to the Secure Area shall be subject to the “General Terms and Conditions
      of Access to and Use of the Secure Area of Airbus|World” (hereinafter the
      “GTC”), as set
      forth in Part 4 of Exhibit I to this
Agreement.

            


    

    


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

     

    
      
        	
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                14A.10.4

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

              


      

    

    


    
      	
               
      

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

            


    

     

    
      	
              14A.10.5

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

            


    

    


    
      	
              14A.10.6

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

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              14A.11

            	
              Warranties

            


    

    


    
      	
              14A.11.1

            	
              The
      Seller warrants that the Technical Data are prepared in accordance with
      the state of art at the date of their conception. Should any Technical
      Data prepared by the Seller contain non-conformity or defect, the sole and
      exclusive liability of the Seller shall be to take all reasonable and
      proper steps to correct such Technical Data. Notwithstanding the above, no
      warranties of any kind shall be given for the Customer Originated Changes,
      as set forth in Clause 14A.8.

            


    

    


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

    


    
      	
               
      

            	
              A.

            	
              ANY
      WARRANTY AGAINST HIDDEN DEFECTS;

            


    

     

    
      	
               
      

            	
              B.

            	
              ANY
      IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS;

            


    

     

    
      	
               
      

            	
              C.

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

            


    

     

    
      	
               
      

            	
              D.

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

            


    

     

    
      	
               
      

            	
              E.

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

            


    

     

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

     

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

            


    

     

    
      	
               
      

            	
              FOR
      THE PURPOSES OF THIS CLAUSE 14A.11, THE “SELLER” SHALL BE UNDERSTOOD TO
      INCLUDE THE SELLER, ANY OF ITS SUPPLIERS AND SUBCONTRACTORS AND ITS
      AFFILIATES.

            


    

    


    
      	
              14A.12

            	
              Proprietary
      Rights

            


    

    


    
      	
              14A.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.

            


    

    


    
      	
              14A.12.2

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

            


    

    


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

     

    
      
        	
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              14B

            	
              SOFTWARE
      SERVICES

            


    

    


    
      	
              14B.1

            	
              Performance
      Engineer's Program

            


    

    


    
      	
              14B.1.1

            	
              In
      addition to the standard operational Technical Data provided under Clause
      14A, the Seller shall provide to the Buyer the Performance Engineer's
      Programs (“PEP”)
      for the Aircraft type covered under this Agreement. Such PEP is composed
      of software components and databases and its use is subject to the licence
      conditions set forth in Part 1 of Exhibit I to the Agreement, “Licence for
      Use of Software”.

            


    

    


    
      	
              14B.1.2

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

            


    

    


    
      	
              14B.1.3

            	
              The
      licence to use the PEP and the revision service shall be provided on a
      free of charge basis for a period of *** after Delivery of the last firmly
      ordered Aircraft covered under this Agreement (the “PEP Revision Service
      Period”).

            


    

    


    
      	
               
      

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

            	
              GENERAL
      PROVISIONS

            


    

     

    
      	
              14C.1

            	
              Future
      Developments

            


    

     

    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              The
      Seller shall inform the Buyer in due time of such new developments and
      their application and of the date by which the same shall be implemented
      by the Seller.

            


    

    


    
      	
              14C.2

            	
              Confidentiality

            


    

    


    
      	
              14C.2.1

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

            


    

    


    
      	
              14C.2.2

            	
              In
      the event of the Seller having authorized the disclosure of any Technical
      Data or Software Services to third parties either under this Agreement or
      by an express prior written authorization, the Buyer hereby undertakes to
      cause such third party to agree to be bound by the same conditions and
      restrictions as the Buyer with respect to the disclosed Technical Data or
      Software Services.

            


    

    


    
      	
              14C.2.3

            	
              Specifically,
      in the event of the Buyer intending to designate a maintenance and repair
      organization (MRO) to perform the maintenance of the Aircraft subject of
      this Agreement, the Buyer shall notify the Seller of such intention prior
      to any disclosure of this Clause and/or the Technical Data and/or the
      Software Services to the selected MRO and shall cause such MRO to enter
      into a confidentiality agreement with the Seller and, in the case of
      Software Services, appropriate licensing conditions, and to commit to use
      such Technical Data and Software Services solely for the purpose of
      maintaining the Buyer’s Aircraft.

            


    

     

    
      	
              14C.3

            	
              Transferability

            


    

    


    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              Any
      unauthorized assignment, sale, transfer, novation or other alienation of
      the Buyer's rights under this Clause 14 shall, as to the particular
      Aircraft involved, immediately void this Clause 14 in its
      entirety.

            


    

     

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

     

    
      
        	
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              15

            	
              SELLER
      REPRESENTATIVES

            


    

    


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

    


    
      	
              15.1

            	
              Customer
      Support Director

            


    

    


    
      	
               
      

            	
              The
      Seller shall provide the services of *** (*** a “Customer Support
      Director”) based at one of the Seller’s offices (in Toulouse, France,
      Herndon, U.S.A., or Beijing, China, as applicable) to coordinate customer
      support matters between the Seller and the Buyer after signature of this
      Agreement, for as long as *** Aircraft is operated by the
      Buyer.

            


    

    


    
      	
              15.2

            	
              Customer
      Support Representative(s)

            


    

    


    
      	
              15.2.1

            	
              The
      Seller shall provide free of charge to the Buyer the services of Seller
      customer support representative(s), as defined in Appendix A to this
      Clause 15 (each a "Seller
      Representative"), at the Buyer’s main base or such other locations
      as the parties may agree.

            


    

    


    
      	
              15.2.2

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

            


    

    


    
      	
              15.2.3

            	
              The
      Seller shall provide to the Buyer an annual written accounting of the
      consumed man-months and any remaining man-month balance from the allowance
      defined in Appendix A.  Such accounting shall be deemed final
      and accepted by the Buyer unless the Seller receives written objection
      from the Buyer within *** of receipt of such
  accounting.

            


    

    


    
      	
              15.2.4

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

            


    

    


    
      	
               
      

            	
              a)

            	
              AIRTAC
      (Airbus Technical AOG Center);

            


    

    


    
      	
               
      

            	
              b)

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

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              15.2.5

            	
              Should
      the Buyer request Seller Representative services exceeding the allocation
      specified in Appendix A to this Clause 15, the Seller may provide such
      additional services subject to terms and conditions to be mutually
      agreed.

            


    

    


    
      	
              15.2.6

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

            


    

    


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

     

    
      
        	
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              15.3

            	
              Buyer's
      Support

            


    

    


    
      	
              15.3.1

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

            


    

    


    
      	
              15.3.2

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

            


    

    


    
      	
              15.3.3

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

            


    

    


    
      	
              15.3.4

            	
              Should
      the Buyer request any Seller Representative 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 and expenses.

            


    

    


    
      	
              15.3.5

            	
              Absence
      of an assigned Seller Representative during normal statutory vacation
      periods are covered by the Seller Representatives as defined in Clause
      15.2.4 and as such are accounted against the total allocation provided in
      Appendix A hereto.

            


    

    


    
      	
              15.3.6

            	
              The
      Buyer shall assist the Seller in obtaining from the civil authorities of
      the Buyer's country those documents that are necessary to permit the
      Seller Representative to live and work in the Buyer's country. Failure of
      the Seller to obtain the necessary documents shall relieve the Seller of
      any obligation to the Buyer under the provisions of Clause
      15.2.

            


    

    


    
      	
              15.3.7

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

            


    

    


    
      	
               
      

            	
              -

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

            


    

    


    
      	
               
      

            	
              -

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

            


    

    


    
      	
               
      

            	
              -

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

            


    

    


    
      	
              15.4

            	
              Withdrawal
      of the Seller Representative

            


    

    


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

    

    


    
      	
              15.5

            	
              Indemnities

            


    

    


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

    


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

     

    
      
        	
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      SELLER
REPRESENTATIVE ALLOCATION

    

    


    The
Seller Representative allocation provided to the Buyer pursuant to Clause 15.2
is defined hereunder.

    


    
      	
               
      

            	
              1

            	
              The
      Seller shall provide to the Buyer 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
      the sake of clarification, such Seller Representatives’ services shall
      include initial Aircraft Entry Into Service (EIS) assistance,
      sustaining support services and spares
  representatives.

            


    

    


    
      	
               
      

            	
              3

            	
              The
      number of the Seller Representatives assigned to the Buyer at any one time
      shall be mutually agreed, but shall at no time exceed *** Seller
      Representatives.

            


    

    


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

     

    
      
        	
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              16

            	
              TRAINING AND TRAINING
      AIDS

            


    

    


    
      	
              16.1

            	
              General

            


    

    


    
      	
              16.1.1

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

            


    

    


    
      	
              16.1.2

            	
              The range, quantity and validity
      of training and training aids to be provided *** under this Agreement are
      covered in Appendix A to this Clause
16.

            


    

     

    
      	
              16.2

            	
              Training
      Organization / Location

            


    

    


    
      	
              16.2.1

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

            


    

    


    
      	
              16.2.2

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

            


    

    


    
      	
              16.2.3.1

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

            


    

    


    
      
        	
                16.2.3.2

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

              


      

    

     

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

       

      
        
          
            	
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              16.3

            	
              Training
      Courses

            


    

    


    
      	
              16.3.1

            	
              Training courses, as well as the
      minimum and maximum numbers of trainees per course provided to the Buyer's
      personnel, are defined in the applicable catalog describing the Seller’s
      various training courses (the “Seller's
      Training Course Catalog”) and shall be scheduled as
      mutually agreed upon during a training conference (“the Training
      Conference”) to be
      held as soon as practicable after signature of this Agreement and no later
      ***

            


    

    


    
      	
              16.3.2

            	
              When training is performed by the
      Seller, the following terms and conditions shall
    apply:

            


    

    


    
      
        	
              	
                (i)

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

              


      

    

    


    
      
        	
              	
                (ii)

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

              


      

    

    


    
      
        
          	
                	
                  (iii)

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

                


        

      

    

    


    
      	
               
      

            	
              (iv)

            	
              Upon the Buyer’s request, *** the
      Seller shall collect and pack for consolidated shipment to the Buyer's
      facility, all training data and documentation of the Buyer's trainees
      attending maintenance training at the Seller’s Training
      Centers.

            


    

    


    
      	
               
      

            	
               (v)

            	
              The above shipment shall be
      delivered Free Carrier (“FCA”) ***, 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.

            


    

    


    
      	
              16.3.3

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

            


    

    


    
      	
               
      

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

            


    

     

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

       

      
        
          
            	
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              16.3.4

            	
              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 16, no compensation or credit of any nature shall
      be provided.

            


    

    


    
      	
              16.3.5.1

            	
              In the event of the Buyer deciding
      to cancel or re-schedule, fully or partially, a training course, if the
      notification occurs less than *** prior to such training, a cancellation
      fee corresponding to *** of such training shall be, as applicable, either
      deducted from the training allowance defined in Appendix A or invoiced at
      the price corresponding to such training in the then current Seller's Customer Services
      Catalog.

            


    

    


    
      	
              16.3.5.2

            	
              In the event of the Buyer deciding
      to cancel or re-schedule, fully or partially, a training course, if the
      notification occurs *** prior to such training, a cancellation fee
      corresponding to *** of such training shall be, as applicable, either
      deducted from the training allowance defined in Appendix A or invoiced at
      the price corresponding to such training in the then current Seller's Customer Services
      Catalog.

            


    

    


    
      	
              16.3.5.3

            	
              Notwithstanding Sub-Clauses
      16.3.5.1 and 16.3.5.2 above, should the Seller find substitutes for the
      Buyer’s trainees and not be obliged to reschedule or cancel the training
      as a result thereof, the cancellation fee will be
      waived.

            


    

     

    
      	
              16.4

            	
              Prerequisites and
      Conditions

            


    

    


    
      	
              16.4.1

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

            


    

    


    
      	
              16.4.2
      

            	
              The Buyer hereby acknowledges that
      the Seller’s training courses are "Standard Transition Training Courses"
      and not "Ab Initio Training
Courses".

            


    

    


    
      	
              16.4.3

            	
              Trainees shall have the
      prerequisite knowledge and experience defined in Appendix B to this Clause
      16, as may be further detailed for each course in the relevant Airbus
      catalog.

            


    

    


    
      	
              16.4.4.1

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

            


    

    


    
      	
              16.4.4.2

            	
              Upon the Buyer's request, the
      Seller may be consulted to direct trainee(s) intended to follow flight
      crew training through a relevant entry level training (ELT) program, which
      shall be at the Buyer's expense, and, if necessary, to coordinate with
      competent outside organizations for this purpose. Such consultation shall
      be held during the Training Conference.

            


    

    


    
      
        	
                16.4.4.3

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

              


      

    

    


    
      	
              16.4.4.4

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

            


    

    


    
      The Buyer shall provide to the Seller an
attendance list of the trainees for each course, with the validated
qualification of each trainee, at the time of reservation of the training course
and in no event any later than *** before the start of the training course. The
Buyer shall return concurrently thereto the completed Airbus Pre-Training
Survey, detailing the trainees’ associated background.

       

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

         

        
          
            
              	
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    If the Seller determines through the
Airbus Pre-Training Survey that a trainee does not match the prerequisites set
forth in Appendix B hereto and, as applicable, Clause 16.4.3, following
consultation with the Buyer, such trainee shall be withdrawn from the program or
directed through a relevant
entry level training (ELT) program, which shall be at the Buyer’s
expense.

    


    
      	
              16.4.4.5

            	
              If the Buyer has to make a change
      to the trainees’ attendance list set forth in Clause 16.4.4.4 above before
      the start of the training, the Buyer shall immediately inform the Seller
      thereof and send to the Seller a new Airbus Pre-Training Survey reflecting
      such change. If the Buyer notifies the Seller of the change in the
      attendance list no later than ***, no penalty of any kind shall be
      associated to such change. In the event of any later notification, Clause
      16.3.5 shall apply.

            


    

    


    
      	
              16.4.4.6

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

            


    

    


    
      	
              16.4.5

            	
              In the event of a reduction in the
      number of trainees attending a training course occurring during such
      course, Clause 16.3.5 shall apply to such cancelled
      training.

            


    

    


    
      	
              16.4.6

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

            


    

     

    
      	
              16.5

            	
              Logistics

            


    

    


    
      	
              16.5.1

            	
              Trainees

            


    

    


    
      	
              16.5.1.1

            	
              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 Training
      Centers.

            


    

    


    
      	
              16.5.1.2

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

            


    

     

    
      	
              16.5.2

            	
              Training at External Location -
      Seller’s Instructors

            


    

    


    
      	
              16.5.2.1

            	
              In the event of training being
      provided at an external location, as set forth in Clause 16.2.2 at the
      Seller’s request, the conditions relative to the expenses of the Seller’s
      Instructors shall be borne directly by the
  Seller.

            


    

    


    
      In the event of training being provided
by the Seller’s Instructor(s) at any location other than the Seller's Training
Centers at the Buyer’s request or as otherwise detailed in Clause 16.2, the
Buyer shall reimburse the Seller for all the expenses related to the assignment
of such Seller Instructors and the performance of their duties as
aforesaid.

       

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

         

        
          
            
              	
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              16.5.2.2

            	
              Living
    Expenses

            


    

     

    
      The Buyer shall reimburse the Seller the
living expenses for each Seller Instructor covering the entire period from his
day of departure from to day of return to such base *** then currently used by
the Seller.

    

    


    
      Such *** shall include, but shall not be
limited to, lodging, food and local transportation to and from the place of
lodging and the training course location.

    

    


    
      	
              16.5.2.3

            	
              Air
  Travel

            


    

    


    
      	
               
      

            	
              The Buyer shall reimburse the
      Seller the airfares for each Seller Instructor in confirmed business class
      to and from the Buyer's designated training site and the Seller's Training
      Centers, as such airfares are set forth in the Seller's Customer Services
      Catalog current at the time of the corresponding
      training.

            


    

    


    
      	
              16.5.2.4

            	
              Buyer’s
      Indemnity

            


    

    


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

    

    


    
      	
              16.5.3

            	
              Training
      Material and Equipment Availability - Training at External
      Location

            


    

    


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

    

     

    
      	
              16.6

            	
              Flight Operations
      Training

            


    

    


    
      	
              16.6.1

            	
              Flight Crew Training
      Course

            


    

    


    
      	
              16.6.1.1

            	
              The Seller shall perform a flight
      crew training course program, as defined in Appendix A to this Clause 16,
      for the Buyer's flight crews, each of which shall consist *** who shall be
      either captain(s) or first officer(s). The training documentation used
      shall be the Seller’s Flight Crew Operating Manual (FCOM), except for base
      flight training, for which the Buyer’s customized FCOM shall be
      used.

            


    

    


    
      	
              16.6.1.2

            	
              Base Flight
      Training

            


    

    


    
      	
              16.6.1.2.1

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

            


    

    


    
      	
              16.6.1.2.2

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

            


    

     

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

       

      
        
          
            	
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              16.6.1.2.3

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

            


    

    


    
      
        	
                16.6.1.2.4 

              	
                If necessary, the Buyer shall
      assist the Seller in obtaining the validation of the licenses of the
      Seller’s pilots performing such Base Flight Training by the Aviation
      Authority of the place of registration of the
    Aircraft.

              


      

    

    


    
      	
              16.6.2

            	
              Flight Crew Line Initial Operating
      Experience

            


    

    


    
      	
              16.6.2.1

            	
              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. The maximum number of Seller pilot
      Instructors present at the Buyer’s base at any one time shall be limited
      to ***.

            


    

    


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

    


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

    


    
      	
              16.6.2.2

            	
              If necessary, the Buyer shall
      assist the Seller in obtaining the validation of the licenses of the
      Seller’s pilot Instructors performing such initial operating experience by
      the Aviation Authority of the place of registration of the
      Aircraft.

            


    

    


    
      	
              16.6.2.3

            	
              The Buyer shall reimburse only the
      travel expenses for each Seller Instructor in accordance with Clause
      16.5.2.3.

            


    

    


    
      	
              16.6.2.4

            	
              Additional pilot instructors can
      be provided at the Buyer's expense and upon conditions to be mutually
      agreed upon.

            


    

     

    
      	
              16.6.3

            	
              Instructor Cabin Attendants'
      Familiarization Course

            


    

    


    
      The Seller shall provide instructor
cabin attendants course(s) to the Buyer, as defined in Appendix A to this Clause
16, at one of the locations defined in Clause 16.2.1.

    

    


    
      If the Buyer’s Aircraft is to
incorporate special features, the instructor cabin attendants' course shall be
performed at the earliest *** before the scheduled Delivery Date of the Buyer's
first Aircraft.

    

     

    
      	
              16.6.4

            	
              Performance /
      Operations Course

            


    

    


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

     

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

       

      
        
          
            	
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      The available courses are listed in the
applicable Seller’s Training Course Catalog.

    

     

    
      	
              16.6.5

            	
              Transition Type Rating Instructor
      (TRI) Course

            


    

    


    The Seller shall provide transition type
rating instructor (TRI) training for the Buyer's flight crew instructors, as
defined in Appendix A to this Clause 16.

     

    
      	
               
      

            	
              This course provides the Buyer's
      pilots and/or instructors with the training in both flight-instruction and
      synthetic-instruction required in order to enable them to instruct on
      Airbus aircraft.

            


    

     

    
      	
              16.6.6

            	
              Training on
      Aircraft

            


    

    


    
      	
               
      

            	
              During any and all flights
      performed in accordance with this Clause 16.6, the Buyer shall bear full
      responsibility for the aircraft upon which the flight is performed,
      including but not limited to any required maintenance, all expenses such
      as fuel, oil or landing fees and the provision of insurance in line with
      Clause 16.14.

            


    

     

    
      	
              16.7

            	
              Maintenance
      Training

            


    

    


    
      	
              16.7.1

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

            


    

     

    
      	
               
      

            	
              The available courses shall be as
      listed in the then current Seller’s Training Course
      Catalog.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              16.7.2

            	
              Practical Training on
      Aircraft

            


    

    


    
      	
               
      

            	
              In the event of practical training
      on aircraft (“Practical Training”) being requested by the Buyer, the
      Seller may assist in organizing such Practical Training at a third party’s
      facilities, without however guaranteeing the availability of any other
      airline’s facilities.

            


    

    


    
      	
               
      

            	
              If the Buyer wishes to perform
      Practical Training at a third party facility without requiring a formal
      EASA – Part 147 (or equivalent) certificate, the Seller may assist the
      Buyer in organizing such Practical Training as set forth
      above.

            


    

    


    
      	
               
      

            	
              In the event of the Buyer
      requiring a full EASA – Part 147 certificate from the Seller, the
      Practical Training shall be conducted by the Seller in an EASA - Part 147
      facility approved and selected by the
  Seller.

            


    

    


    In the event of the Buyer requiring such
Practical Training to be conducted at the Buyer’s EASA – Part 145 (or
equivalent) approved facilities, such training shall be subject to prior
approval by the Seller of the facilities at which the Practical Training is to
be conducted.

    


    
      	
               
      

            	
              The provision of a Seller
      Instructor for the Practical Training shall be deducted from the trainee
      days allowance defined in Appendix A to this Clause 16, subject to the
      conditions detailed in Paragraph 3.2
  thereof.

            


    

     

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

       

      
        
          
            	
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              The Buyer shall reimburse to the
      Seller the expenses for said Seller Instructor(s) in accordance with
      Clause 16.5.2.

            


    

     

    
      	
              16.8

            	
              Line Maintenance Initial Operating
      Experience Training

            


    

    


    
      	
               
      

            	
              In order to assist the Buyer
      during the entry into service of the Aircraft, the Seller shall provide
      maintenance Instructor(s) as defined in Appendix A to this Clause 16, at
      the Buyer's base.

            


    

    


    
      	
               
      

            	
              Subject to Appendix A, the
      duration, number and qualification of such maintenance Instructors shall
      be mutually agreed upon based on the specific requirements of the
      Buyer.

            


    

     

    
      	
              16.8.1

            	
              This line maintenance initial
      operating experience training shall cover training in handling and
      servicing of Aircraft, flight crew and maintenance coordination, use of
      Technical Data and/or any other activities that may be deemed necessary
      after Delivery of the first
Aircraft.

            


    

    


    
      	
               
      

            	
              16.8.2

            	
              The Buyer shall reimburse to the
      Seller only the travel expenses for said Seller Instructor(s) in
      accordance with Clause
16.5.2.3.

            


    

    


    
      	
              16.8.3

            	
              Additional maintenance instructors
      may be provided at the Buyer's
expense.

            


    

     

    
      	
              16.9

            	
              Supplier and Propulsion System
      Manufacturer Training

            


    

    


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

     

    
      	
              16.10

            	
              Training Aids for the Buyer’s
      Training Organization

            


    

    


    
      	
              16.10.1

            	
              The Seller shall provide to the
      Buyer “Training Aids”, including the Airbus Computer
      Based Training (Airbus CBT) and the Virtual
      Aircraft (Walk around and Component Location), in accordance with Appendix A to
      this Clause 16.

            


    

    


    
      	
               
      

            	
              The Training Aids supplied to the
      Buyer shall be similar to those used in the Seller’s Training Centers at
      the time of such Training Aids’ delivery for the training provided for the
      Buyer.

            


    

    


    
      
        
          	
                  16.10.2

                	
                  Delivery

                


        

      

    

    


    
      
        	
                16.10.2.1

              	
                The Seller shall deliver to the
      Buyer the Training Aids, as defined in Appendix A to this Clause 16, at a
      date to be mutually agreed during the Training
      Conference.

              


      

    

    


    
      
        	
                16.10.2.2

              	
                The items supplied to the Buyer
      pursuant to Clause 16.10.1 shall be delivered FCA Toulouse, Blagnac
      Airport. Title to and risk of loss of said items shall pass to the Buyer
      upon delivery thereof.

              


      

    

     

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

       

      
        
          
            	
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              16.10.3

            	
              Installation of the Airbus CBT and
      the Virtual Aircraft

            


    

    


    
      	
              16.10.3.1.1

            	
              Before the initial delivery of the
      Airbus CBT and of the Virtual Aircraft, the Seller shall provide to up to
      *** trainees of the Buyer, at the Buyer’s facilities, a training course
      enabling the Buyer to load and use the Airbus CBT and the Virtual Aircraft either on stand-alone workstations
      or in a “Server” mode
      (the “Airbus CBT Administrator Course”).

            


    

    


    To conduct the course, the workstations
and/or Servers, as applicable, shall be ready for use and shall comply with the
latest “Airbus CBT Workstation Technical Specification” or “Airbus CBT Server
Technical Specification”, as applicable (collectively “the Airbus CBT Technical
Specification”).

    


    
      	
              16.10.3.1.2

            	
              The Airbus CBT and the Virtual
      Aircraft shall be installed by the Buyer’s personnel, who shall have
      followed the Airbus CBT Administrator Course. The Seller shall be held
      harmless from any injury to person and/or damage to property caused by or
      in any way connected with the handling and/or installation of the
      Airbus
      CBT and the Virtual
      Aircraft by the Buyer's
      personnel.

            


    

    


    
      	
              16.10.3.2

            	
              Upon the Buyer’s request and
      subject to conditions to be quoted by the Seller, the Seller may assist
      the Buyer with the initial installation of the Airbus CBT and the Virtual
      Aircraft at the Buyer’s facilities. Such assistance shall follow
      notification in writing that the various components, which shall be in
      accordance with the specifications defined in the Airbus CBT Technical
      Specification, are
      ready for installation and available at the Buyer’s
      facilities.

            


    

    


    
      	
              16.10.4

            	
              Airbus CBT and Virtual Aircraft
      License

            


    

     

    
      	
              16.10.4.1

            	
              The use of the Airbus CBT and of
      the Virtual Aircraft shall be subject to license conditions defined in
      Part 5 of Exhibit I to the Agreement (License For Use Of Airbus Computer
      Based Training (Airbus CBT”)), hereinafter “the
      License”.

            


    

     

    For the purpose of the Virtual Aircraft,
the term “Airbus CBT” as used in such License shall mean “Airbus CBT including
the Virtual Aircraft”.

    


    
      	
              16.10.4.1.2

            	
              Supply of sets of CBT Courseware or sets of Virtual
      Aircraft Software, as defined in Part 5 of Exhibit I to the
      Agreement and
      additional to those indicated in Appendix A, as well as any extension to
      the License shall be subject to terms and conditions to be mutually
      agreed.

            


    

    


    
      	
              16.10.5

            	
              The Seller shall not be
      responsible for and hereby disclaims any and all liabilities resulting
      from or in connection with the use by the Buyer of the Airbus CBT, the
      Virtual Aircraft and any other training aids provided under this Clause
      16.10.

            


    

     

    
      	
              16.11

            	
              Proprietary
      Rights

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

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

            


    

     

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

       

      
        
          
            	
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                16.12

              	
                Confidentiality

              


      

    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

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

            


    

     

    
      
        	
                16.13

              	
                Transferability

              


      

    

    


    
      	
               
      

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

            


    

     

    
      	
               
      

            	
              Any unauthorized assignment, sale,
      transfer, novation or other alienation of the Buyer's rights under this
      Clause 16 shall, as to the particular Aircraft involved, immediately void
      this Clause 16 in its
entirety.

            


    

     

    
      	
              16.14

            	
              Indemnities and
      Insurance

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

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

            


    

     

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

       

      
        
          
            	
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      APPENDIX A TO CLAUSE
16

    

    
       

      
        APPENDIX "A" TO CLAUSE
16

      

       

      TRAINING
ALLOWANCE

    

    


    For the avoidance of doubt, all
quantities indicated below are the total quantities granted for the whole of the
Buyer’s fleet of firmly ordered ten (10) Aircraft, unless otherwise
specified.

     

    
      	
              1.

            	
              FLIGHT OPERATIONS
      TRAINING

            


    

    


    
      
        	
                1.1

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

              


      

    

    


    
      	
               
      

            	
              Intentionally
      deleted.

            


    

     

    
      	
              1.2

            	
              Flight Crew Line Initial Operating
      Experience

            


    

    


    
      Intentionally
deleted.

    

     

    
      	
              1.3

            	
              Instructor Cabin Attendants'
      Familiarization Course

            


    

    


    
      	
               
      

            	
              Intentionally
      deleted.

            


    

     

    
      	
              1.4

            	
              Performance / Operations
      Course(s)

            


    

    


    
      	
               
      

            	
              1.4.1

            	
              The Seller shall provide to the
      Buyer *** of performance / operations training free of charge for the
      Buyer's personnel.

            


    

    


    
      	
              1.4.2

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

            


    

     

    
      	
              1.5

            	
              Transition Type Rating Instructor
      (TRI) course

            


    

    


    Intentionally
deleted.

     

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

       

      
        
          
            	
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      APPENDIX A TO CLAUSE
16

    

     

    
      	
              2

            	
              MAINTENANCE
      TRAINING

            


    

    


    
      
        	
                2.1

              	
                Maintenance Training
      Courses

              


      

    

    


    
      
        	
                2.1.1

              	
                The Seller shall provide to the
      Buyer ***of maintenance training *** 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

              	
                Within the trainee days allowance
      in Paragraph 2.1.1 above, the number of Engine Run-up courses shall be
      limited to *** course for *** Aircraft and to a *** courses in
      total.

              


      

    

     

    
      	
              2.2

            	
              Line Maintenance Initial Operating
      Experience Training

            


    

    


    
      Intentionally
deleted.

    

     

    
      	
              2.3

            	
              TRAINEE DAYS
      ACCOUNTING

            


    

    


    
      Trainee days are counted as
follows:

    

    


    
      	
              3.1

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

            


    

    


    
      	
              3.2

            	
              For instruction outside of the
      Seller's Training Centers: *** of instruction by *** Seller Instructor
      equals the actual number of trainees attending the course or a *** except
      for structure maintenance training
  course.

            


    

    


    
      	
              3.3

            	
              For structure course, *** of
      instruction by *** Seller Instructor equals the actual number of trainees
      attending the course or a
***.

            


    

    


    
      	
              3.4

            	
              For practical training, *** of
      instruction by *** Seller Instructor equals the actual number of trainees
      attending the course or ***.

            


    

    


    
      	
              3.5

            	
              In the event of training being
      provided outside of the Seller’s Training Centers specifically at the
      Seller’s request, Paragraph 3.1 hereabove shall be applicable to the
      trainee days accounting for such
  training.

            


    

     

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

       

      
        
          
            	
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      APPENDIX A TO CLAUSE
16

    

     

    
      	
              4

            	
              TRAINING AIDS FOR BUYER'S TRAINING
      ORGANISATION

            


    

    


    
      	
              4.1

            	
              Delivery

            


    

    


    The Seller shall provide to the Buyer
***:

    


    
      
        	
              	
                -

              	
                *** Airbus CBT (flight and/or
      maintenance) related to the Aircraft type(s) as
      covered by this Agreement (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) as covered in
      this Agreement.

              


      

    

    


    
      
        	
              	
                -

              	
                *** of training documentation on
      CD-ROM;

              


      

    

    


    
      
        	
              	
                -

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

              


      

    

     

    
      	
              4.2

            	
              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 16 are performed for the
      Buyer or up to *** of the Airbus CBT or the Virtual Aircraft to the Buyer
      under this Agreement, whichever first
  occurs.

            


    

     

    
      ***  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 16

     

    MINIMUM
RECOMMENDED QUALIFICATION

    


    IN RELATION
TO TRAINING REQUIREMENTS

     

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

     

    FLIGHT CREW
Standard Transition Courses)

    


    Captain
prerequisites
:

    •  Previously qualified on FAR/EASA/CS 25
aircraft and commercial operations

    • Valid
and  Current  Airline Transport Pilot License
(ATPL)

    • Previous command
experience

    
      	
            	
              •

            	
              Fluency in English (able to write,
      read and communicate at an adequately understandable level in English
      language)

            


    

    • Jet experience

    
      	
               
      

            	
              • Flight time
    :

            


    

    
      	
               
      

            	
              - 1 500 hours as
      pilot

            


    

    
      	
               
      

            	
              - 1 000 hours on FAR/EASA/CS 25
      aircraft

            


    

    
      	
               
      

            	
              - 200 hours experience as airline,
      corporate or military transport
pilot

            


    

    


    First Officer
prerequisites
:

    • Previously qualified on FAR/EASA/CS 25
aircraft and commercial operations

    
      	
               
      

            	
              • Aircraft  and
      commercial operations valid and current CPL (Commercial pilot license)
      with Instrument rating,

            


    

    
      	
              
              

            	
              •

            	
              Fluency in English (able to write,
      read and communicate at an adequately understandable level in English
      language)

            


    

    • Jet experience

    • Flight time :

    - 500 hours as pilot

    - 300 hours on FAR/EASA/CS 25
aircraft

    - 200 hours experience as airline,
corporate or military transport pilot

    


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

    


    If no Jet experience, both CAPTAIN and/or FIRST
OFFICER must follow before
entering the transition course, a dedicated "Jet Familiarization entry level
course”. Such course(s), if
required, 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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    First type
rating course

    


    This course is designed for Ab initio
pilots who do not hold an aircraft type rating on their pilot
license

    


    
      	
               
      

            	
              Pilot
      prerequisites

            


    

    
      	
               
      

            	
              • Valid and current CPL
      (commercial pilot license)

            


    

    
      	
               
      

            	
              • Valid and current Instrument
      Rating on multi engine aircraft at European
    standards.

            


    

    
      	
               
      

            	
              • ATPL written
      examination

            


    

    
      	
            	
              •

            	
              Fluency in English (able to write,
      read and communicate at an adequately understandable level in English
      language) (minimum :ICAO level
4)

            


    

    
      	
               
      

            	
              • Flight
      experience:

            


    

    
      - 220 hours as
pilot

    

    - 100 hours as pilot in command
(PIC)

    - 25 hours on multi engine aircraft (up
to 10 hours can be completed in a simulator)

    


    In addition to the above conditions and
in accordance to the JAR Flight Crew Licensing (FCL) and the Airbus Training
Policy, a pilot applying for a first type rating must have followed either an
approved JAR Multi Crew Cooperation (MCC) program or regulatory equivalent or
the "Airbus Entry Level Training (ELT) program" (combined MCC and Jet
familiarization course).
Such course, if required, shall be at the Buyer's expense.

     

    CCQ
additional prerequisites

    


    In addition to the prerequisites set
forth for the Flight Crew Standard Transition Course, both CAPTAIN and FIRST
OFFICER must:

    


    
      	
               
      

            	
              .

            	
              be qualified and current on the
      base aircraft type

            


    

    
      	
               
      

            	
              .

            	
              have 150 hours minimum and 3
      months minimum of operations on the base aircraft
    type.

            


    

    


    TRI course
additional prerequisites

    


    In addition to the prerequisites set
forth for the Flight Crew Standard Transition Course, it is the responsibility of the Buyer
to:

    


    
      	
               
      

            	
              -

            	
              select instructor candidate(s)
      with airmanship and behavior corresponding to the role and responsibility
      of an airline instructor

            


    

    
      	
               
      

            	
              -

            	
              designate instructor candidate(s)
      with the Airbus prerequisite, which corresponds to the JAR requirements
      (ref JAR – FCL 1 – Requirements/ Subparts H – Instructor rating
      (Aeroplane)

            


    

     

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

       

      
        
          
            	
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    Performance
and Operations personnel prerequisites

    


    The Buyer’s performance and operations
personnel shall be fluent in English (able to write, read and communicate at
an adequately understandable level in English language).

    


    All further detailed prerequisites shall
be provided by the Seller to the Buyer during the Training Conference, depending
on the type of training course(s) selected by the Buyer.

     

    
      Maintenance
Personnel prerequisites

    

    


    
      	
              .

            	
              Fluency in English (understanding
      of English (able to
      write, read and communicate at an adequately understandable level in
      English language) adequate to be able to follow the
      training (If this is not the case, the Buyer shall assign a minimum of one
      (1) translator for eight (8)
trainees).

            


    

    


    
      	
              .

            	
              Technical experience in the line
      or/and base maintenance activity of commercial jet
      aircraft

            


    

     

    
      Additional
prerequisites for Aircraft Rigging Course

    

    


    Qualification on the related systems
Airbus aircraft family as aviation maintenance technician (AMT) or holder of a
basis”B1” license or equivalent.

     

    
      Additional
prerequisites for Maintenance Initial Operating
Experience

    

    


    Personnel attending this training course
must have successfully completed the theorical training element of the related
Aircraft type course

     

    
      Maintenance
Training Difference Courses additional prerequisites

    

    


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

     

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

       

      
        
          
            	
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              17

            	
              EQUIPMENT SUPPLIER PRODUCT
      SUPPORT

            


    

    


    
      	
              17.1

            	
              Equipment Supplier Product Support
      Agreements

            


    

    


    
      	
              17.1.1

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

            


    

    


    
      	
              17.1.2

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

            


    

    


    
      	
              17.1.2.1

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

            


    

    


    
      	
              17.1.2.2

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

            


    

    


    
      	
              17.1.2.3

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

            


    

    


    
      	
              17.1.2.4

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

            


    

    


    
      	
              17.1.2.5

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

            


    

    


    
      	
              17.1.3

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

            


    

     

    
      	
              17.2

            	
              Supplier
      Compliance

            


    

    


    
      	
               
      

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

            


    

     

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

       

      
        
          
            	
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              18

            	
              BUYER FURNISHED
      EQUIPMENT

            


    

    


    
      	
              18.1

            	
              Administration

            


    

    


    
      	
              18.1.1

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

            


    

    


    
      	
               
      

            	
              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.

       

      
        
          
            	
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              AIRBUS DEUTSCHLAND
      GmbH

            


    

    
      	
               
      

            	
              Division Hamburger
      Flugzeugbau

            


    

    
      	
               
      

            	
              Kreetslag
  10

            


    

    
      	
               
      

            	
              21129
    HAMBURG

            


    

    
      	
               
      

            	
              FEDERAL REPUBLIC OF
      GERMANY

            


    

    


    
      	
              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.

       

      
        
          
            	
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              18.4

            	
              Title and Risk of
      Loss

            


    

    


    
      	
               
      

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

            


    

     

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

       

      
        
          
            	
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              19

            	
              INDEMNIFICATION AND
      INSURANCE

            


    

    


    
      	
              19.1

            	
              Indemnities Relating to
      Inspection, Technical Acceptance Process and Ground
      Training

            


    

    


    
      	
              19.1.1

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

    


    
      	
               
      

            	
              (iv)

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

            


    

    


    
      	
              19.1.2

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

            


    

    


    
      
        	
              	
                (i)

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

              


      

    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

     

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

       

      
        
          
            	
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              19.2

            	
              Indemnities
      Relating to Training on Aircraft after
  Delivery

            


    

    


    
      	
              19.2.1

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


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

    


    
      	
              19.2.2

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

            


    

    


    
      	
              19.3

            	
              Indemnities relating to Seller
      Representatives Services

            


    

    


    
      	
              19.3.1

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

            


    

    


    
      
        	
              	
                (i)

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

              


      

    

    


    
      
        	
              	
                (ii)

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

              


      

    

    


    
      	
               
      

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

            


    

    


    
      	
              19.3.2

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

            


    

     

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

       

      
        
          
            	
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              19.4

            	
              Insurances

            


    

    


    
      	
               
      

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

            


    

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              Any applicable deductible shall be
      borne by the Buyer.

            


    

    


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

    


    
      	
               
      

            	
              (i)

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

            


    

    


    
      	
               
      

            	
              (ii)

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

            


    

    


    
      	
               
      

            	
              (iii)

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

            


    

     

    
      	
              19.5

            	
              Notice of
      Claims

            


    

    


    
      	
               
      

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

            


    

     

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

       

      
        
          
            	
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              20

            	
              TERMINATION

            


    

    


    
      	
              20.1

            	
              Termination for
      Insolvency

            


    

    


    
      In the event that either the Seller or
the Buyer:

    

    


    
      
        	
              	
                (a)

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

              


      

    

    


    
      
        	
              	
                (b)

              	
                files a voluntary petition in
      bankruptcy;

              


      

    

    


    
      
        	
              	
                (c)

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

              


      

    

    


    
      
        	
              	
                (d)

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

              


      

    

    


    
      
        	
              	
                (e)

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

              


      

    

    


    
      
        	
              	
                (f)

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

              


      

    

    


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

            


    

     

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

       

      
        
          
            	
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              20.4

            	
              Termination for Default under
      other Agreements

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              20.5.4

            	
              In the event of termination of
      this Agreement following a default from the Buyer, including but not
      limited to a default under Clauses 20.1, 20.2, 20.3 and 20.4, the Seller
      without prejudice to any other rights and remedies available under this
      Agreement or by law, shall retain all predelivery payments, commitment
      fees, option fees and any other 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.

            


    

     

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

       

      
        
          
            	
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              21

            	
              ASSIGNMENTS AND
      TRANSFERS

            


    

    


    
      	
              21.1

            	
              Assignments by
      Buyer

            


    

    


    
      	
               
      

            	
              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 a material adverse effect on any of Buyer’s
      rights and obligations under this
  Agreement.

            


    

    


    
      	
              21.2.1

            	
              Transfer of Rights and Obligations
      upon Restructuring

            


    

    


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

     

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

       

      
        
          
            	
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                22

              	
                MISCELLANEOUS
      PROVISIONS

              


      

    

    


    
      	
              22.1

            	
              Data
    Retrieval

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              22.2

            	
              Notices

            


    

    


    All notices and requests required or
authorized hereunder shall be given in writing either by personal delivery to an
authorized representative of the party to whom the same is given or by
registered mail (return receipt requested), express mail (tracking receipt
requested) or by facsimile, to be confirmed by subsequent registered mail, and
the date upon which any such notice or request is so personally delivered or if
such notice or request is given by registered mail, the date upon which it is
received by the addressee or, if given by facsimile, the date upon which it is
sent with a correct confirmation printout, provided that if such date of receipt
is not a business day notice shall be deemed to have been received on the first
following business day, shall be deemed to be the effective date of such notice
or request.

    


    
      	
               
      

            	
              Seller’s address for notices
      is:

            


    

    


    
      	
               
      

            	
              AIRBUS

            


    

    
      	
               
      

            	
              Attn. To V. P.
      Contracts

            


    

    
      	
               
      

            	
              1 Rond-Point Maurice
      Bellonte

            


    

    
      	
               
      

            	
              31707 Blagnac
      Cedex

            


    

    
      	
               
      

            	
              France

            


    

    


    
      	
               
      

            	
              Buyer’s address for notices
      is:

            


    

    


    
      	
               
      

            	
              CHINA SOUTHERN AIRLNES 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.

            


    

    


    
      	
              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.

            


    

     

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

       

      
        
          
            	
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              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.

    


    The parties may rescind, vary, waive,
release, assign, novate or otherwise dispose of all or any of their respective
rights or obligations under this Agreement in accordance with the terms hereof
without the consent of any person who is not 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.

            


    

    


    
      	
              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.

            


    

     

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

       

      
        
          
            	
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              22.9

            	
              Language

            


    

    


    
      	
               
      

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

            


    

     

    
      	
              22.10

            	
              Counterparts

            


    

    


    
      	
               
      

            	
              This Agreement has been executed
      in three (3) original
copies.

            


    

    


    
      	
               
      

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

            


    

    


    
      	
              22.11

            	
              Inconsistencies

            


    

    


    
      	
               
      

            	
              In the event of any inconsistency
      between the terms of this Agreement and the terms contained in either (i)
      the Specification, or (ii) any other Exhibit, in each such case the terms
      of this Agreement shall prevail over the terms of the Specification or any
      other Exhibit.  For the purpose of this Clause 22.10, the term
      Agreement shall not include the Specification or any other Exhibit
      hereto.

            


    

    


    
      	
              22.12

            	
              Confidentiality

            


    

    


    
      	
               
      

            	
              This Agreement including any
      Exhibits, other documents or data exchanged between the Buyer and
      the Seller for the fulfilment of their respective obligations under the
      Agreement shall be
      treated by both parties as confidential and shall not be released in whole
      or in part to any third party except as may be required by law, or to
      professional advisors for the purpose of implementation
      hereof.

            


    

    


    In particular, both parties agree:

    


    
      	
               
      

            	
              -

            	
              not to make any press release
      concerning the whole or any part of the contents and/or subject matter
      hereof or of any future addendum hereto without the prior written consent
      of the other party hereto.

            


    

    


    
      	
               
      

            	
              -

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

            


    

    


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

    


    
      	
               
      

            	
              (i)

            	
              the contact details of the
      Receiving Party,

            


    

    
      	
               
      

            	
              (ii)

            	
              the extent of the Personal
      Information subject to
disclosure,

            


    

    
      	
               
      

            	
              (iii)

            	
              the Aircraft pricing to be
      provided to the Receiving
Party.

            


    

     

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

       

      
        
          
            	
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                    Page  90/92

                  	 
      


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

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

    


    
      The provisions of this Clause 22.11
shall survive any termination of this Agreement for a period of ***
years.

    

    
       

      ***  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
Agreement was entered into the day and year first above written.

    


    
      
        	
                For
      and on behalf of

              	
                For
      and on behalf of

              


      

    

    


    
      
        	
                CHINA
      SOUTHERN

              	
                AIRBUS
      S.A.S.

              
	
                AIRLINES
      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.

     

    
      
        
          
            	
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    EXHIBIT
A

     

    EXHIBIT
A

    


    SPECIFICATION

    


    
      ***

       

    

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

    
      
         

        
          
            
              
                
                  
                    	
                            A330
      - CSN – 09/07

                          	
                            Exhibit
      A

                          	 
      
	
                            CC-C
      337.0045/07

                          	
                            Page
      1/1

                          


                  

                

              

            

          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
EXHIBIT B

     

    EXHIBIT
B

    


    FORM OF

    


    SPECIFICATION CHANGE
NOTICE

     

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

     

    
      
        
          
            
              
                
                  
                    	
                            A330
      - CSN – 09/07

                          	
                            Exhibit
      B

                          	 
      
	
                            CC-C
      337.0045/07

                          	
                            Page
      1/1

                          


                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT C

     

    
      	
              PART
      1

            	
              AIRFRAME PRICE
      REVISION FORMULA

            


    

    


    
      	
              1 

            	
              Base
      Price

            


    

    


    
      The
Airframe Base Price quoted in Clause 3.1 of the Agreement is subject to
adjustment for changes in economic conditions as measured by data obtained from
the US Department of Labor, Bureau of Labor Statistics, and in accordance with
the provisions hereof.

    

    


    
      	
              2

            	
              Base
      Period

            


    

    


    
      The
Airframe Base Price has been established in accordance ***as defined by ***
values indicated hereafter.

    

    


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

    

    


    
      	
              3

            	
              Indexes

            


    

    


    
      Labor
Index.  ***

    

    


    
      Material Index:
***

    

    


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

     

    
      
        
          
            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	
                              Exhibit
      C - Airframe -

                            	 
      
	
                              CC-C
      337.0045/07

                            	
                              Page
      1/3

                            


                    

                  

                   

                

              

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        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.

       

    

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                A330
      - CSN – 09/07

                              	
                                Exhibit
      C - Airframe -

                              	 
      
	
                                CC-C
      337.0045/07

                              	
                                Page
      2/3

                              


                      

                    

                     

                  

                

              

            

          

        

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      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.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  A330
      - CSN – 09/07

                                	
                                  Exhibit
      C - Airframe -

                                	 
      
	
                                  CC-C
      337.0045/07

                                	
                                  Page
      3/3

                                


                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        EXHIBIT
C

         

      

      
        
          	
                  PART
      2

                	
                  PROPULSION SYSTEMS
      PRICE REVISION FORMULA 

                  GENERAL
      ELECTRIC

                


        

      

    

     

    
      	
              1.

            	
              Reference Price of the
      Propulsion Systems

            


    

    


    
      The
Reference Price of a set of two (2) GENERAL ELECTRIC model
CFE-80E1-A3  Propulsion Systems is:

    

    


    
      USD
***

    

    


    ***

    


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

    

    


    
      	
              2.

            	
              Reference
      Period

            


    

    


    The above Reference Price has been
established in accordance with the *** as defined by GENERAL ELECTRIC by
***

    


    
      	
              3.

            	
              Indexes

            


    

    


    
      Labor Index :
***

    

    


    
      Material Index
***

    

    


    
      	
              4.

            	
              Revision
      Formula

            


    

    


    
      ***

       

    

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    A330
      - CSN – 09/07

                                  	
                                    Exhibit
      C - GE -

                                  	 
      
	
                                    CC-C
      337.0045/07

                                  	
                                    Page
      1/3

                                  


                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        
          EXHIBIT
C

           

        

        
          
            	
                    PART
      2

                  	
                    PROPULSION SYSTEMS
      PRICE REVISION FORMULA 

                    GENERAL
      ELECTRIC

                  


          

        

      

    

    


    * *
*

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      A330
      - CSN – 09/07

                                    	
                                      Exhibit
      C - GE -

                                    	 
      
	
                                      CC-C
      337.0045/07

                                    	
                                      Page
      2/3

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          
            EXHIBIT
C

             

          

          
            
              	
                      PART
      2

                    	
                      PROPULSION SYSTEMS
      PRICE REVISION FORMULA 

                      GENERAL
      ELECTRIC

                    


            

          

        

      

    

    


    
      	
              5.

            	
              General
      Provisions

            


    

    


    ***

     

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

    
      
        
          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      A330
      - CSN – 09/07

                                    	
                                      Exhibit
      C - GE -

                                    	 
      
	
                                      CC-C
      337.0045/07

                                    	
                                      Page
      3/3

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
C

       

      
        	
                PART
      3

              	
                PROPULSION
      SYSTEMS PRICE REVISION FORMULA

                PRATT AND
      WHITNEY

              


      

       

    

    
      	
              1.

            	
              Reference Price of the
      Propulsion Systems

            


    

    


    
      The
Reference Price for a set of two (2) PRATT & WHITNEY model PW 4168A
Propulsion Systems is:

    

    


    
      USD  ***

    

    


    
      ***

    

    


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

    

    


    
      	
              2.

            	
              Reference
      Period

            


    

    


    The above
Reference Price has been established in accordance with the *** as defined,
according to PRATT & WHITNEY by the *** values indicated in Clause 4
hereof.

    


    
      	
              3.

            	
              Indexes

            


    

    


    Labor
Index:  ***

    


    Material Index :
***

     

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

    
      
        
          
             

            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      A330
      - CSN – 09/07

                                    	
                                      Exhibit
      C - P&W -

                                    	 
      
	
                                      CC-C
      337.0045/07

                                    	
                                      Page
      1/3

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      EXHIBIT
C

       

      
        	
                PART
      3

              	
                PROPULSION
      SYSTEMS PRICE REVISION FORMULA

                PRATT AND
      WHITNEY

              


      

    

     

    
      	
              4.

            	
              Revision
      Formula

            


    

    


    
      ***

    

    


    
      	
              5.

            	
              General
      Provisions

            


    

    


    ***

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        A330
      - CSN – 09/07

                                      	
                                        Exhibit
      C - P&W -

                                      	 
      
	
                                        CC-C
      337.0045/07

                                      	
                                        Page
      2/3

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
C

       

      
        	
                PART
      4 

              	
                PROPULSION SYSTEMS
      PRICE REVISION FORMULA 

                ROLLS
      ROYCE

              


      

       

    

    
      
        	
                1

              	
                Reference Price of the
      Propulsion Systems

              


      

    

    


    
      The
Reference Price of a set of two (2) ROLLS ROYCE RB 211 TRENT
772B   Propulsion Systems is:

    

    


    
      USD
*** 

    

    


    
      ***

    

    


    
      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 ROLLS ROYCE, by the *** values indicated in Clause 4 of this
Exhibit C.

    

    


    
      
        	
                3

              	
                Indexes

              


      

    

    


    Labor Index:
***

    


    
      Material Index:
***

    

    


    
      Energy Index:
***

    

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        A330
      - CSN – 09/07

                                      	
                                        Exhibit
      C - RR -

                                      	 
      
	
                                        CC-C
      337.0045/07

                                      	
                                        Page
      1/3

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

      
        EXHIBIT
C

         

        
          	
                  PART
      4 

                	
                  PROPULSION SYSTEMS
      PRICE REVISION FORMULA 

                  ROLLS
      ROYCE

                


        

      

    

    


    
      
        	
                4

              	
                Revision
      Formula

              


      

    

    


    
      ***

    

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        A330
      - CSN – 09/07

                                      	
                                        Exhibit
      C - RR -

                                      	 
      
	
                                        CC-C
      337.0045/07

                                      	
                                        Page
      2/3

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      
         

        
          EXHIBIT
C

           

          
            	
                    PART
      4 

                  	
                    PROPULSION SYSTEMS
      PRICE REVISION FORMULA 

                    ROLLS
      ROYCE

                  


          

        

      

       

    

    
      
        	
                5

              	
                General
      Provisions

              


      

    

    


    
      ***

    

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        A330
      - CSN – 09/07

                                      	
                                        Exhibit
      C - RR -

                                      	 
      
	
                                        CC-C
      337.0045/07

                                      	
                                        Page
      3/3

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
D

    

     

    CERTIFICATE
OF ACCEPTANCE

    


    In
accordance with the terms of clause 8 of the purchase agreement dated [day] [month] [year] and made between China
Southern Airlines Company Ltd. (the “Customer”) and Airbus S.A.S.
as amended and supplemented from time to time (the “Purchase Agreement”), the
technical acceptance tests relating to one Airbus A330-200 aircraft, bearing
manufacturer’s serial number [·], and registration mark
[·](the “Aircraft”) have taken place in
Blagnac.

    


    In view
of said tests having been carried out with satisfactory results, the Customer,
hereby approves the Aircraft as being in conformity with the provisions of the
Purchase Agreement and accepts the Aircraft for delivery in accordance 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
irrevocably waived.

    


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

    


    CUSTOMER

    Name:

    Title:

    Signature:

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        A330
      - CSN – 09/07

                                      	
                                        Exhibit D

                                      	 
      
	
                                        CC-C
      337.0045/07

                                      	
                                        Page
      1/1

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
E

       

    

    BILL OF
SALE

    


    Know all
men by these presents that Airbus S.A.S, a Société par Actions
Simplifiée existing under French law and having its principal office at 1
rond-point Maurice Bellonte, 31707 Blagnac Cedex, FRANCE (the “Seller”), [was] this [day] [month] [year] the owner of the title
to the following airframe (the “Airframe”), the engines 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 A330-200 [Insert name of engine or propulsion system manufacturer] Model
[·]

      


      
        
          
            
              	
                      MANUFACTURER'SSERIAL
      NUMBER:

                    	
                      [·]

                    	
                      ENGINE
      SERIAL NUMBERS :

                    
	 
      	 
      	
                      LH:  [·]

                    
	 
      	 
      	
                      RH:
      [·]

                    


            

          

        

      

      


      
        
          
            	
                    REGISTRATION
      MARK:

                  	
                    [·]

                  


          

        

      

    

    


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

    


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

    


    
      CHINA
SOUTHERN AIRLNES COMPANY LIMITED

    

    
      Bai Yun
Airport

    

    
      Guangzhou
510405

    

    
      People’s
Republic of China

    

     (the
“Buyer”)

    


    The
Seller hereby warrants to the Buyer, its successors and assigns that it had 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 [same governing law as the Purchase
Agreement].

    


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

    


    AIRBUS
S.A.S.

    


    Name:

    Title:

    Signature
:

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        A330
      - CSN – 09/07

                                      	
                                        Exhibit E

                                      	 
      
	
                                        CC-C
      337.0045/07

                                      	
                                         

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
F

    

     

    
      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.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        	
                                                A330
      - CSN – 09/07

                                              	
                                                Exhibit F

                                              	 
      
	
                                                CC-C
      337.0045/07

                                              	
                                                Page
      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

            	
              ***

            


    

    


    
      	
              2.1

            	
              ***

            


    

    


    
      	
              2.2

            	
              ***

            


    

    


    
      	
              2.3

            	
              ***

            


    

     

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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        A330
      - CSN – 09/07

                                      	
                                        Exhibit F

                                      	 
      
	
                                        CC-C
      337.0045/07

                                      	
                                        Page
      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.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        A330
      - CSN – 09/07

                                      	
                                        Exhibit F

                                      	 
      
	
                                        CC-C
      337.0045/07

                                      	
                                        Page
      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.

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        A330
      - CSN – 09/07

                                      	
                                        Exhibit F

                                      	 
      
	
                                        CC-C
      337.0045/07

                                      	
                                        Page
      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.

     

    
      
        
          
            
              
                
                  	
                          A330
      - CSN – 09/07

                        	
                          Page
      1/14

                        	 
      
	
                          CC-C
      337.0045/07

                        	
                          Exhibit
      G

                        


                

              

            

          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
G

    

     

    TECHNICAL DATA
INDEX

    


    Where
applicable data will be established in general compliance with ATA Specification
2200 (iSpec2200),
Information Standards for Aviation Maintenance

    


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

    


    The
explanation of the table is as follows:

     

    
      
        
          
            
              	
                      NOMENCLATURE

                    	
                      Self-explanatory.

                    
	 
      	 
      
	
                      ABBREVIATED DESIGNATION
    (Abbr)

                    	
                      Self-explanatory.

                    


            

          

        

      

    

    


    AVAILABILITY
(Avail)

    


    Technical
Data can be made available :

     

    
      	
              -

            	
              ON-LINE
      (ON) through the relevant service on
  Airbus|World,

            


    

     

    and /
or

     

    
      	
              -

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

            


    

    


    FORMAT
(Form)

    


    Following
Technical Data formats may be used:

     

    
      	
              -

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

            


    

     

    
      	
              -

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

            


    

     

    
      	
              -

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

            


    

     

    
      	
              -

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

            


    

     

    
      	
              -

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

            


    

     

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

     

    
      
        
          
            
              
                	
                        A330
      - CSN – 09/07

                      	
                        
                          Page
      2/14

                        

                      	 
      
	
                        CC-C
      337.0045/07

                      	
                        
                          Exhibit
      G

                        

                      


              

            

          

        

      

       

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT G

     

    
      	
              -

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

            


    

    


    
      	
              - 

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

            


    

    


    
      	
              TYPE

            	
              C

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

            


    

    


    
      
        	 	
                G

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

              


      

    

     

    
      
        	 	
                E

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

              


      

    

    


    
      	
              QUANTITY
      (Qty)

            	
              Self-explanatory
      for physical media.

            


    

    


    
      
        	
                DELIVERY
      (Deliv)

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

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

              


      

    

     

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

     

    
      
        
          
            
              
                
                  	
                          A330
      - CSN – 09/07

                        	
                          
                            Page
      3/14

                          

                        	 
      
	
                          CC-C
      337.0045/07

                        	
                          
                            Exhibit
      G

                          

                        


                

              

            

          

        

         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT
G

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          	
                                  NOMENCLATURE

                                	 
      	
                                  Abbr

                                	 
      	
                                  Avail

                                	 
      	
                                  Form

                                	 
      	
                                  Type

                                	 
      	
                                  Qty

                                	 
      	
                                  Deliv

                                	 
      	
                                  Comments

                                
	
                                  OPERATIONAL
      MANUALS AND DATA

                                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                  Flight
      Crew Operating Manual

                                	 
      	
                                  FCOM

                                	 
      	
                                  OFF

                                	 
      	
                                  P2

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	
                                  Electronic
      dispatch, update and consultation of operating manuals through  
      

                                
	 
      	 
      	
                                  FCOM

                                	 
      	
                                  OFF

                                	 
      	
                                  CD-P

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	e–documentation
      modules is the Airbus “ Less Paper in the Cockpit”  (LPC) 
      
	 
      	 
      	
                                  FCOM

                                	 
      	
                                  ON

                                	 
      	
                                  PDF

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	standard
      ( FCOM, MEL and airline designed documents).  
	 
      	 
      	
                                  FCOM

                                	 
      	
                                  ON

                                	 
      	
                                  Advanced

                                  Consultation

                                  Tool

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	
                                  Paper FCOM ( *** per
      aircraft at dlivery ) shall
      only be supplied if no electronic dispatch, update and onboard
      consultation of the required regulatory operating
      manuals.

                                
	 
      	 
      	
                                  FCOM

                                	 
      	
                                  OFF

                                	 
      	
                                  Advanced

                                  Consultation

                                  Tool

                                  on
      CD

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	
                                  PDF
      is fallback solution to paper / suitable for on-ground reference
      only.

                                
	 
      	 
      	
                                  FCOM

                                	 
      	
                                  OFF

                                	 
      	
                                  SGML

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	
                                  FCOMOn-Line
      Advanced Consultation Tool  refers to electronic FCOM/OEB
      consultation, OEB download and FCOM customization process through the LPC
      administrator tool, for electronic onboard aircraft consultation in the
      LPC context

                                   

                                  SGML
      shall be used to process Buyer’s own FCOM for delivery to flight
      crew

                                
	
                                  Flight
      Crew Training Manual

                                	 
      	
                                  FCTM

                                	 
      	
                                  OFF

                                	 
      	
                                  CD-P

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

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

                                
	 
      	 
      	
                                  FCTM

                                	 
      	
                                  ON

                                	 
      	
                                  PDF

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	 
      
	 
      	 
      	
                                  FCTM

                                	 
      	
                                  OFF

                                	 
      	
                                  XML

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	
                                  XML
      data for further processing/customization by the Buyer

                                
	
                                  Cabin
      Crew Operating Manual

                                	 
      	
                                  CCOM

                                	 
      	
                                  OFF

                                	 
      	
                                  CD-P

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

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

                                
	 
      	 
      	 
      	 
      	
                                  ON

                                	 
      	
                                  PDF

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

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

                                	 
      	
                                  XML

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

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

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

                                  XML
      data are for further processing by the Buyer 
  

                                
	
                                  Flight
      Manual

                                	 
      	
                                  FM

                                	 
      	
                                  OFF

                                	 
      	
                                  P2

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	
                                  Plus
      *** copy per Aircraft at Delivery

                                
	 
      	 
      	
                                  FM

                                	 
      	
                                  OFF

                                	 
      	
                                  CD-P

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	 
      
	 
      	 
      	
                                  FM

                                	 
      	
                                  ON

                                	 
      	
                                  PDF

                                	 
      	
                                  C

                                	 
      	
                                  ***

                                	 
      	
                                  ***

                                	 
      	 
      


                        

                      

                    

                  

                

              

            

          

        

      

    

    


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

    


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

     

    
      
        
          
            
              	
                      A330
      - CSN – 09/07

                    	
                      Exhibit
      G

                    	 
      
	
                      CC-C
      337.0045/07

                    	
                      Page
      4/14

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT G

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                NOMENCLATURE

                              	 
      	
                                Abbr

                              	 
      	
                                Avail

                              	 
      	
                                Form

                              	 
      	
                                Type

                              	 
      	
                                Qty

                              	 
      	
                                Deliv

                              	 
      	
                                Comments

                              
	
                                OPERATIONAL
      MANUALS AND DATA

                              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                Master
      Minimum Equipment List

                              	 
      	
                                MMEL

                              	 
      	
                                OFF

                              	 
      	
                                P2

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                 Plus
      *** copy per Aircraft at Delivery

                              
	 
      	 
      	
                                MMEL

                              	 
      	
                                OFF

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                PDF
      CD  is fallback solution to paper for on-ground consultation
      only    (For Temporary Revisions refer to
      paper)

                              
	 
      	 
      	
                                MMEL

                              	 
      	
                                ON

                              	 
      	
                                PDF

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	 
      	 
      	
                                MMEL

                              	 
      	
                                OFF

                              	 
      	
                                SGML

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                SGML
      data, including Parts 1 and 2, for further processing by the
      Buyer.

                                SGML
      is recommended for  issue of the Customer MEL

                                Note:
      Airbus Starter Pack for conversion of SGML Data to Adobe. Framemaker or MS
      Word RTF format  is available with relevant training
      .

                              
	
                                Quick
      Reference Handbook

                              	 
      	
                                QRH

                              	 
      	
                                OFF

                              	 
      	
                                P2

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	
                                Per
      crew quantity / Plus *** copy per Aircraft at Delivery

                              
	 
      	 
      	
                                QRH

                              	 
      	
                                OFF

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	 
      	 
      	
                                QRH

                              	 
      	
                                ON

                              	 
      	
                                PDF

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Trim
      Sheet

                              	 
      	
                                TS

                              	 
      	
                                OFF

                              	 
      	
                                WordDoc

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                0

                              	 
      	
                                Office
      Automation format (.doc) for further processing by the
    Buyer

                              
	
                                Weight
      and Balance Manual

                              	 
      	
                                WBM

                              	 
      	
                                OFF

                              	 
      	
                                P1

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                0

                              	 
      	
                                Fleet
      customized WBM for reference in central Library

                                (*)
      plus *** copy per Aircraft at Delivery. For the WBM the flight deck copy
      is an advance copy only of the customized  manual, not subject
      to revision or updating. Weighing Equipment List delivered two weeks after
      Aircraft Delivery

                              
	 
      	 
      	
                                WBM

                              	 
      	
                                OFF

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                0

                              	 
      	 
      
	 
      	 
      	
                                WBM

                              	 
      	
                                ON

                              	 
      	
                                PDF

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                0

                              	 
      	 
      
	
                                Performance
      Engineer's Programs

                              	 
      	
                                PEP

                              	 
      	
                                ON

                              	 
      	
                                Performance

                                Computation

                                Tool

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                ***

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

                              
	 
      	 
      	
                                PEP

                              	 
      	
                                OFF

                              	 
      	
                                Performance

                                Computation

                                Tool
      on CD

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                ***

                              	 
      	 
      
	
                                Performance
      Programs Manual

                              	 
      	
                                PPM

                              	 
      	
                                OFF

                              	 
      	
                                CD-P

                              	 
      	
                                C

                              	 
      	
                                ***

                              	 
      	
                                ***

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

                              


                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      
        
          
            
              	
                      A330
      - CSN – 09/07

                    	
                      Exhibit
      G

                    	 
      
	
                      CC-C
      337.0045/07

                    	
                      Page
      5/14

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT G

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              	
                                      NOMENCLATURE

                                    	 
      	
                                      Abbr

                                    	 
      	
                                      Avail

                                    	 
      	
                                      Form

                                    	 
      	
                                      Type

                                    	 
      	
                                      Qty

                                    	 
      	
                                      Deliv

                                    	 
      	
                                      Comments

                                    
	
                                      MAINTENANCE
      AND ASSOCIATED MANUALS

                                    	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                      AirN@v
      / Maintenance , including :

                                      Aircraft
      Maintenance Manual - AMM

                                    	 
      	
                                      AirN@v

                                       

                                    	 
      	
                                      ON

                                    	 
      	
                                      Advanced

                                      Consultation

                                      Tool

                                    	 
      	
                                      C

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	
                                      Illustrated
      Parts Catalog (Airframe)- IPC

                                      Illustrated
      Parts Catalog ( Powerplant )- PIPC*

                                      Trouble
      Shooting Manual - TSM

                                      Aircraft
      Schematics Manual - ASM

                                      Aircraft
      Wiring Lists - AWL

                                      Aircraft
      Wiring Manual- AWM

                                      Electrical
      Standard Practices Manual-ESPM

                                    	 
      	
                                      AirN@v

                                       

                                    	 
      	
                                      OFF

                                    	 
      	
                                      Advanced

                                      Consultation

                                      Tool  on
      DVD

                                    	 
      	
                                      C

                                       

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      Recommended
      basic delivery quantity

                                      *PIPC
      is integrated in the SA aircraft IPC for IAE V2500 A1/A3 Engines
      .

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

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

                                    
	
                                      AirN@v
      / Associated Data

                                      Consumable
      Material List – CML

                                      Standards
      Manual  - SM

                                    	 
      	
                                      AirN@v

                                    	 
      	
                                      ON

                                    	 
      	
                                      Advanced

                                      Consultation

                                      Tool

                                    	 
      	
                                      G

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      Tooling
      Data invcludes the previous Tool and Equipment Manual (
      TEM)   Support Equipment Summary ( SES) and Tool and
      Equipment Index (TEI ) information.

                                    
	
                                      Electrical
      Standard Practices Manual - ESPM

                                      Tooling
      Data – TD (*)

                                    	 
      	
                                      AirN@v

                                    	 
      	
                                      OFF

                                    	 
      	
                                      Advanced

                                      Consultation

                                      Tool  on
      DVD

                                    	 
      	
                                      G

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      Tooling
      Data first issue in AirN@v /Associated Data scheduled for end
      2007.

                                    
	
                                      Technical
      Follow-up

                                    	 
      	
                                      TFU

                                    	 
      	
                                      OFF

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      E

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

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

                                    
	
                                      Aircraft  Maintenance
      Manual

                                    	 
      	
                                      AMM

                                    	 
      	
                                      ON

                                    	 
      	
                                      PDF

                                    	 
      	
                                      C

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	 
      	 
      	
                                      AMM

                                    	 
      	
                                      OFF

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      C

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      Fallback
      solution to AirN@v /
      Maintenance

                                    
	 
      	 
      	
                                      AMM

                                    	 
      	
                                      OFF

                                    	 
      	
                                      SGML

                                    	 
      	
                                      C

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      If
      selected by the Buyer, SGML format will not be automatically supplied .
      Effective delivery will only take place at the time of explicit
      request from the Buyer

                                       Graphics
      in CGM, in general compliance with iSpec
      2200

                                    
	
                                      Aircraft
      Schematics Manual

                                    	 
      	
                                      ASM

                                    	 
      	
                                      ON

                                    	 
      	
                                      PDF

                                    	 
      	
                                      C

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	 
      
	 
      	 
      	
                                      ASM

                                    	 
      	
                                      OFF

                                    	 
      	
                                      CD-P

                                    	 
      	
                                      C

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      Fallback
      solution to AirN@v /
      Maintenance :

                                    
	 
      	 
      	
                                      ASM

                                    	 
      	
                                      OFF

                                    	 
      	
                                      SGML

                                    	 
      	
                                      C

                                    	 
      	
                                      ***

                                    	 
      	
                                      ***

                                    	 
      	
                                      If
      selected by the Buyer, SGML format will not be automatically supplied .
      Effective delivery will only take place at the time of explicit
      request from the Buyer

                                       Graphics
      in CGM, in general compliance with iSpec
      2200

                                    


                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      
        
          
            
              	
                      A330
      - CSN – 09/07

                    	
                      Exhibit
      G

                    	 
      
	
                      CC-C
      337.0045/07

                    	
                      Page
      6/14

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT G

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        NOMENCLATURE

                                      	 
      	
                                        Abbr

                                      	 
      	
                                        Avail

                                      	 
      	
                                        Form

                                      	 
      	
                                        Type

                                      	 
      	
                                        Qty

                                      	 
      	
                                        Deliv

                                      	 
      	
                                        Comments

                                      
	
                                        MAINTENANCE
      AND ASSOCIATED MANUALS (Cont’d)

                                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                        Aircraft
      Wiring List

                                      	 
      	
                                        AWL

                                      	 
      	
                                        ON

                                      	 
      	
                                        PDF

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	 
      
	 
      	 
      	
                                        AWL

                                      	 
      	
                                        OFF

                                      	 
      	
                                        CD-P

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	
                                        Fallback
      solution to AirN@v /
      Maintenance.

                                        AWL
      PDF will be discontinued  in 2009 after implementation
      of  the AirN@v / Maintenance  Technical
      Data  Upgrade programme.

                                      
	 
      	 
      	
                                        AWL

                                      	 
      	
                                        OFF

                                      	 
      	
                                        SGML

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	
                                        If
      selected by the Buyer, SGML format will not be automatically supplied .
      Effective delivery will only take place at the time of explicit
      request from the Buyer

                                        (Graphics
      in CGM, in general compliance with iSpec
      2200 )

                                      
	
                                        Aircraft
      Wiring Manual

                                      	 
      	
                                        AWM

                                      	 
      	
                                        ON

                                      	 
      	
                                        PDF

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	 
      
	 
      	 
      	
                                        AWM

                                      	 
      	
                                        OFF

                                      	 
      	
                                        CD-P

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	
                                        Fallback
      solution to AirN@v /
      Maintenance

                                      
	 
      	 
      	
                                        AWM

                                      	 
      	
                                        OFF

                                      	 
      	
                                        SGML

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	
                                        If
      selected by the Buyer, SGML format will not be automatically supplied
      .

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

                                        (Graphics
      in CGM, in general compliance with iSpec
      2200 )

                                      
	
                                        Consumable
      Material List

                                      	 
      	
                                        CML

                                      	 
      	
                                        OFF

                                      	 
      	
                                        SGML

                                      	 
      	
                                        G

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	
                                        If selected by the
      Buyer, SGML format will not be automatically supplied . Effective delivery
      will only take place at
      the time of explicit request from the
      Buyer

                                      
	
                                        Ecam
      System Logic Data

                                      	 
      	
                                        ESLD

                                      	 
      	
                                        ON

                                      	 
      	
                                        PDF

                                      	 
      	
                                        E

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	 
      
	 
      	 
      	
                                        ESLD

                                      	 
      	
                                        OFF

                                      	 
      	
                                        CD-P

                                      	 
      	
                                        E

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	 
      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      
        
          
            
              	
                      A330
      - CSN – 09/07

                    	
                      Exhibit
      G

                    	 
      
	
                      CC-C
      337.0045/07

                    	
                      Page
      7/14

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    EXHIBIT G

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                	
                                        NOMENCLATURE

                                      	 
      	
                                        Abbr

                                      	 
      	
                                        Avail

                                      	 
      	
                                        Form

                                      	 
      	
                                        Type

                                      	 
      	
                                        Qty

                                      	 
      	
                                        Deliv

                                      	 
      	
                                        Comments

                                      
	
                                        MAINTENANCE
      AND ASSOCIATED MANUALS (Cont’d)

                                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                        Electrical
      Load Analysis

                                      	 
      	
                                        ELA

                                      	 
      	
                                        OFF

                                      	 
      	
                                        PDF/RTF/

                                        Excel

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

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

                                      
	
                                        Electrical  Standard
      Practices Manual

                                      	 
      	
                                        ESPM

                                      	 
      	
                                        OFF

                                      	 
      	
                                        SGML

                                      	 
      	
                                        G

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	
                                        If
      selected by the Buyer, SGML format will not be automatically
      supplied.

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

                                        (Graphics
      in CGM, in general compliance with iSpec
      2200 )

                                      
	
                                        Electrical
      Standard Practices booklet

                                      	 
      	
                                        ESP

                                      	 
      	
                                        OFF

                                      	 
      	
                                        P2*

                                      	 
      	
                                        G

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	
                                        *Pocket
      size format booklets, which provide maintenance personnel with quick and
      easy access for identifying of electrical equipment and required
      tooling

                                      
	
                                        Flight
      Data Recording Parameter Library

                                      	 
      	
                                        FDRPL

                                      	 
      	
                                        OFF

                                      	 
      	
                                        Advanced

                                        Consultation

                                        Tool
      on CD

                                      	 
      	
                                        E

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	 
      
	
                                        Illustrated
      Parts Catalog (Airframe)

                                      	 
      	
                                        IPC

                                      	 
      	
                                        ON

                                      	 
      	
                                        PDF

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	 
      
	 
      	 
      	
                                        IPC

                                      	 
      	
                                        OFF

                                      	 
      	
                                        CD-P

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	
                                        Fallback
      solution to AirN@v /
      Maintenance

                                        IPC
      PDF will be discontinued  in 2009 after implementation
      of  the AirN@v / Maintenance  Technical
      Data  Upgrade programme.

                                      
	 
      	 
      	
                                        IPC

                                      	 
      	
                                        OFF

                                      	 
      	
                                        SGML

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	
                                        If
      selected by the Buyer, SGML format will not be automatically supplied.
      Effective delivery will only take place at
      the time of explicit request from the Buyer (Graphics in CGM, in
      general compliance with iSpec
      2200 )

                                      
	
                                        Illustrated
      Parts Catalog  (Powerplant)

                                      	 
      	
                                        PIPC

                                      	 
      	
                                        ON

                                      	 
      	
                                        PDF

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

                                      	 
      	 
      
	 
      	 
      	
                                        PIPC

                                      	 
      	
                                        OFF

                                      	 
      	
                                        CD-P

                                      	 
      	
                                        C

                                      	 
      	
                                        ***

                                      	 
      	
                                        ***

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

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

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

                                      


                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

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

     

    
      
        
          
            
              	
                      A330
      - CSN – 09/07

                    	
                      Exhibit
      G

                    	 
      
	
                      CC-C
      337.0045/07

                    	
                      Page
      8/14

                    


            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    


    EXHIBIT
G

    


    
      
        
          
            
              
                	
                        NOMENCLATURE

                      	 
      	
                        Abbr

                      	 
      	
                        Avail

                      	 
      	
                        Form

                      	 
      	
                        Type

                      	 
      	
                        Qty

                      	 
      	
                        Deliv

                      	 
      	
                        Comments

                      
	
                        MAINTENANCE
      AND ASSOCIATED MANUALS (Cont’d)

                      
	
                        AirN@v
      / Planning ,
      including

                        Maintenance
      Planning Document – MPD

                      	 
      	
                        AirN@v

                      	 
      	
                        ON

                      	 
      	
                        Advanced

                        Consultation

                        Tool

                      	 
      	
                        E

                      	 
      	
                        ***

                      	 
      	
                        ***

                      	 
      	
                         The
      application also includes MPD data in PDF, MS Excel and TSDF / Text
      Structured Data File formats +  SGML file for further processing
      by the Buyer

                      
	 
      	 
      	
                        AirN@v

                      	 
      	
                        OFF

                      	 
      	
                        Advanced

                        Consultation

                        Tool
      on DVD

                      	 
      	
                        E

                      	 
      	
                        ***

                      	 
      	
                        ***

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

                      
	
                        Scheduled  Maintenance
      Data, including

                      	 
      	
                        SMD

                      	 
      	
                        ON

                      	 
      	
                        PDF

                      	 
      	
                        E

                      	 
      	
                        ***

                      	 
      	
                        ***

                      	 
      	 
      
	
                        Maintenance
      Review Board Report –MRBR

                      	 
      	
                        SMD

                      	 
      	
                        OFF

                      	 
      	
                        CD-P

                      	 
      	
                        E

                      	 
      	
                        ***

                      	 
      	
                        ***

                      	 
      	 
      
	
                        Airworthiness
      Limitation Section – ALS

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                         
      

                      	 
      	
                         
      

                      	 
      	 
      
	
                        Tool
      & Equipment Bulletins

                      	 
      	
                        TEB

                      	 
      	
                        OFF

                      	 
      	
                        P2

                      	 
      	
                        E

                      	 
      	
                        ***

                      	 
      	
                        ***

                      	 
      	 
      
	
                        Tool
      and Equipment Drawings

                      	 
      	
                        TED

                      	 
      	
                        ON

                      	 
      	
                        Advanced

                        Consultation

                        Tool

                      	 
      	
                        E

                      	 
      	
                        ***

                      	 
      	
                        ***

                      	 
      	
                        On-line
      Consultation from Engineering Drawings Service

                      
	
                        AirN@v
      / Engineering , including:

                        Airworthiness
      Directives / AD  

                        Consignes
      de Navigabilite / CN ( French DGAC )

                      	 
      	
                        Enginerring

                        Technical

                        Data

                        Service

                      	 
      	
                        ON

                      	 
      	
                        Advanced

                        Consultation

                        Tool

                      	 
      	
                        C

                      	 
      	
                        ***

                      	 
      	
                        ***

                      	 
      	 
      
	
                        All
      Operator Telex / AOT

                      	 
      	
                        AirN@v

                      	 
      	
                        OFF

                      	 
      	
                        Advanced

                        
                          Consultation

                        

                      	 
      	
                        C

                      	 
      	
                        ***

                      	 
      	
                        ***

                      	 
      	
                        Outstations
      with no On-Line connection to Airbus|World
      to be supplied with one DVD

                      
	
                        Operator
      Information Telex / OIT

                      	 
      	 
      	 
      	 
      	 
      	
                        
                          Tool  on
      DVD

                        

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	set
	
                        Flight
      Operator Telex / FOT

                      	 
      	 
      	 
      	 
      	 
      	
                         

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Modification
      / MOD

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Modification
      Proposal / MP

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Service
      Bulletin / SB

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Service
      Information Letter / SIL

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Technical
      Follow-Up / TFU

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Vendor
      Service Bulletin / VSB

                      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                        Trouble
      Shooting Manual

                      	 
      	
                        TSM

                      	 
      	
                        ON

                      	 
      	
                        PDF

                      	 
      	
                        C

                      	 
      	
                        ***

                      	 
      	
                        ***

                      	 
      	 
      
	 
      	 
      	
                        TSM

                      	 
      	
                        OFF

                      	 
      	
                        CD-P

                      	 
      	
                        C

                      	 
      	
                        ***

                      	 
      	
                        ***

                      	 
      	
                        Fallback
      solution to AirN@v / Maintenance

                      
	 
      	 
      	
                        TSM

                      	 
      	
                        OFF

                      	 
      	
                        SGML

                      	 
      	
                        C

                      	 
      	
                        ***

                      	 
      	
                        ***

                      	 
      	
                        If selected by the
      Buyer, SGML format will not be automatically supplied .Effective delivery
      will only take place at
      the time of explicit request from the
      Buyer

                        (Graphics
      in CGM, in general compliance  with iSpec
      2200
)

                      


              

            

          

        

      

    

     

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

     

    
      
        
          
            
              
                
                  	
                          A330
      - CSN – 09/07

                        	
                          Exhibit
      G

                        	 
      
	
                          CC-C
      337.0045/07

                        	
                          Page
      9/14

                        


                

              

            

          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G


    


    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            
                              
                                
                                  
                                    
                                      
                                        
                                          
                                            	
                                                    NOMENCLATURE

                                                  	 
      	
                                                    Abbr

                                                  	 
      	
                                                    Avail

                                                  	 
      	
                                                    Form

                                                  	 
      	
                                                    Type

                                                  	 
      	
                                                    Qty

                                                  	 
      	
                                                    Deliv

                                                  	 
      	
                                                    Comments

                                                  
	
                                                     STRUCTURAL
      MANUALS

                                                  
	
                                                    AirN@v
      / Repair , including:

                                                    Structural
      Repair Manual (*) - SRM

                                                  	 
      	
                                                    AirN@v

                                                  	 
      	
                                                    ON

                                                  	 
      	
                                                    Advanced
      Consultation

                                                    Tool

                                                  	 
      	
                                                    E

                                                  	 
      	
                                                    ***

                                                  	 
      	
                                                    ***

                                                  	 
      	
                                                    AirN@v
      / Repair first issue scheduled for *** ( LR aircraft ), end 2008 ( SA
      aircraft ) and  will include:

                                                  
	
                                                    Non
      Destructive Testing Manual - NTM

                                                  	 
      	 
      	 
      	
                                                    OFF

                                                  	 
      	
                                                    Advanced
      Consultation

                                                    
                                                      Tool
      on DVD

                                                    

                                                  	 
      	
                                                    E

                                                  	 
      	
                                                    ***

                                                  	 
      	
                                                    ***

                                                  	 
      	
                                                    
                                                      ·

                                                    

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

                                                  
	 
      	 
      	 
      	 
      	 
      	 
      	
                                                     

                                                  	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                                                    
                                                      ·

                                                    

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

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

                                                  
	 
      	 
      	
                                                    SRM

                                                  	 
      	
                                                    OFF

                                                  	 
      	
                                                    SGML

                                                  	 
      	
                                                    E

                                                  	 
      	
                                                    ***

                                                  	 
      	
                                                    ***

                                                  	 
      	
                                                    If
      selected by the Buyer, SGML format will not be automatically supplied.
      Effective delivery will only take place at the time of explicit
      request from the Buyer

                                                    (Graphics
      in CGM, in general compliance with iSpec
      2200 )

                                                  
	
                                                    Structural
      Repair Manual

                                                  	 
      	
                                                    SRM

                                                  	 
      	
                                                    ON

                                                  	 
      	
                                                    PDF

                                                  	 
      	
                                                    E

                                                  	 
      	
                                                    ***

                                                  	 
      	
                                                    ***

                                                  	 
      	 
      
	 
      	 
      	 
      	 
      	
                                                    OFF

                                                  	 
      	
                                                    CD-P

                                                  	 
      	
                                                    E

                                                  	 
      	
                                                    ***

                                                  	 
      	
                                                    ***

                                                  	 
      	
                                                    Fallback
      solution to AirN@v- Repair

                                                  
	
                                                    Non
      Destructive Testing Manual

                                                  	 
      	
                                                    NTM

                                                  	 
      	
                                                    ON

                                                  	 
      	
                                                    PDF

                                                  	 
      	
                                                    E

                                                  	 
      	
                                                    ***

                                                  	 
      	
                                                    ***

                                                  	 
      	 
      
	 
      	
                                                      

                                                  	 
      	
                                                      

                                                  	
                                                    OFF

                                                  	
                                                      

                                                  	
                                                    CD-P

                                                  	
                                                      

                                                  	
                                                    E

                                                  	
                                                      

                                                  	
                                                    ***

                                                  	
                                                      

                                                  	
                                                    ***

                                                  	
                                                      

                                                  	
                                                    Fallback
      solution to AirN@v-
Repair

                                                  


                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

    


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

     

    
      
        
          
            
              
                
                  
                    	
                            A330
      - CSN – 09/07

                          	
                            Exhibit
      G

                          	 
      
	
                            CC-C
      337.0045/07

                          	
                            Page
      10/16

                          


                  

                

              

            

          

        

      

    

    


    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G

    


    
      
        
          	
                  NOMENCLATURE

                	 
      	
                  Abbr

                	 
      	
                  Avail

                	 
      	
                  Form

                	 
      	
                  Type

                	 
      	
                  Qty

                	 
      	
                  Deliv

                	 
      	
                  Comments

                
	
                  OVERHAUL
      DATA

                
	
                  AirN@v
      / Workshop, including:

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Component
      Maintenance Manual – Manufacturer

                  CMMM

                	 
      	
                  AirN@v

                   

                	 
      	
                  ON

                	 
      	
                  Advanced

                  Consultation

                  Tool

                	 
      	
                  N/A

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	
                  AirN@v
      / Workshop  first issue scheduled for early 2008 (LR aircraft ),
      end early 2009 (SA  aircraft ).

                
	
                  Duct
      Fuel Pipe Repair Manual-  DFPRM

                   

                	 
      	 
      	 
      	
                  OFF

                	 
      	
                  Advanced

                  Consultation

                  Tool
      on DVD

                	 
      	
                  5

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	 
      
	
                  Component
      Maintenance Manual – Manufacturer

                	 
      	
                  CMMM

                	 
      	
                  ON

                	 
      	
                  PDF

                	 
      	
                  N/A

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	 
      
	
                  CMMM

                	 
      	 
      	 
      	
                  OFF

                	 
      	
                  CD-P

                	 
      	
                  1

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	
                  Fallback
      solution to AirN@v / Workshop

                
	
                  Component
      Maintenance Manual – Vendor

                	 
      	
                  CMMV

                   

                	 
      	
                  OFF

                	 
      	
                  CD-P

                	 
      	
                  1

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	
                  PDF
      on CD  to be provided by Vendors. If more than one Airbus
      aircraft type in operation with the Buyer, dispatch of the “common” CMMV
      only

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	
                  CMMV

                	 
      	
                  ON

                	 
      	
                  PDF

                	 
      	
                  N/A

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	
                  Available
      from the “Supplier Technical  Documentation “ Service in
      

                
	
                   

                	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	
                  Airbus|World

                
	
                  Component
      Documentation Status

                	 
      	
                  CDS

                	 
      	
                  OFF

                	 
      	
                  CD

                	 
      	
                  5

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	
                  Revised
      *** after Aircraft Delivery

                
	
                  Component
      Evolution List

                	 
      	
                  CEL

                	 
      	
                  ON

                	 
      	
                  PDF

                	 
      	
                  N/A

                	 
      	
                  ***

                	 
      	
                  ***

                	 
      	 
      
	 
      	
                    

                	
                  CEL

                	
                    

                	
                  OFF

                	 
      	
                  CD-P

                	 
      	
                  1

                	 
      	
                  ***

                	 
      	
                  ***

                	
                    

                	
                  Delivered
      as follow-on for CDS.

                


        

      

    

    


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

     

    
      
        
          
            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	
                              Exhibit
      G

                            	 
      
	
                              CC-C
      337.0045/07

                            	
                              Page
      11/14

                            


                    

                  

                

              

               

            

          

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
G

    


    
      
        	
                NOMENCLATURE

              	 
      	
                Abbr

              	 
      	
                Avail

              	 
      	
                Form

              	 
      	
                Type

              	 
      	
                Qty

              	 
      	
                Deliv

              	 
      	
                Comments

              
	
                ENGINEERING
      DOCUMENTS

              
	
                Mechanical  Drawings

              	 
      	
                MD

              	 
      	
                ON

              	 
      	
                Advanced
      Consultation

                Tool

              	 
      	
                C

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                On-line
      Consultation from Engineering Drawings Service

                 

                Note:  Repair
      drawings are supplied upon specific Buyer
      request.

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

              
	
                Parts
      Usage (Effectivity)

              	 
      	
                PU

              	 
      	
                ON

              	 
      	
                Advanced
      Consultation

                Tool

              	 
      	
                C

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                On-line
      Consultation from Engineering Drawings Service

              
	
                Parts
      List

              	 
      	
                PL

              	 
      	
                ON

              	 
      	
                Advanced
      Consultation Tool

              	 
      	
                C

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                On-line
      Consultation from Engineering Drawings Service

              
	
                Standards
      Manual

              	 
      	
                SM

              	 
      	
                OFF

              	 
      	
                SGML

              	 
      	
                G

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                If
      selected by the Buyer, SGML format will not be automatically
      supplied.

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

              
	
                Process
      and Material Specification

              	 
      	
                PMS

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                G

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	 
      	
                  

              	
                PMS

              	
                  

              	
                OFF

              	
                  

              	
                CD-P

              	
                  

              	
                G

              	 
      	
                ***

              	 
      	
                ***

              	
                  

              	 
      


      

    

    


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

     

    
      
        
          
            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	
                              Exhibit
      G

                            	 
      
	
                              CC-C
      337.0045/07

                            	
                              Page
      12/14

                            


                    

                  

                

              

               

            

          

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
G

    

    


    
      
        	
                NOMENCLATURE

              	 
      	
                Abbr

              	 
      	
                Avail

              	 
      	
                Form

              	 
      	
                Type

              	 
      	
                Qty

              	 
      	
                Deliv

              	 
      	
                Comments

              
	
                MISCELLANEOUS
      PUBLICATIONS

              
	
                Airplane
      Characteristics for Airport Planning- AC

              	 
      	
                AC/MFP

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                Available
      On-Line from the  Airbus | World

              
	
                Maintenance
      Facility Planning – MFP

              	 
      	
                AC/
      MFP

              	 
      	
                OFF

              	 
      	
                CD-P

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                AC,
      MFP are grouped on one single CD

                Fallback
      solution to on-line AC / MFP

              
	
                ATA
      100 Breakdown

              	 
      	
                ATAB

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                  6
      Digits ATA 100 Breakdown

              
	 
      	 
      	 
      	 
      	
                OFF

              	 
      	
                CD-P

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	
                C@DETS
      /Technical Data Training Course Ware Software

              	 
      	
                C@DETS

              	 
      	
                OFF

              	 
      	
                Advanced
      Consultation

                Tool  on
      CD

              	 
      	
                G

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                Training
      Course applicable to major  Maintenance , Material , Repair
      Technical Data

              
	 
      	 
      	
                C@DETS

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                G

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	
                Aircraft
      Recovery Manual

              	 
      	
                ARM

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	 
      	 
      	
                ARM

              	 
      	
                OFF

              	 
      	
                CD-P

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	
                Aircraft
      Rescue & Firefighting Chart

              	 
      	
                ARFC

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                Available
      On-Line from the Airbus | World

              
	
                Crash
      Crew Chart

              	 
      	
                CCC

              	 
      	
                OFF

              	 
      	
                P1

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	
                Cargo
      Loading System Manual

              	 
      	
                CLS

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	 
      	 
      	
                CLS

              	 
      	
                OFF

              	 
      	
                CD-P

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                One
      CLS per delivered Aircraft

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                List
      of Effective Technical Data

              	 
      	
                LETD

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                C

              	 
      	
                ***

              	 
      	
                ***

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

                -
      Applicable issue and revision date,

                -
      Shipping information with search functions

                  
      by manual or delivery address
      criteria,

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      of shipments through the Carrier

                 
      Website.

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                List
      of Radioactive and Hazardous Elements

              	 
      	
                LRE

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                G

              	 
      	
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                LRE

              	 
      	
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                CD-P

              	 
      	
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                ***

              	 
      	
                ***

              	 
      	 
      
	
                Livestock
      Transportation Manual

              	 
      	
                LTM

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                E

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	 
      	 
      	
                LTM

              	 
      	
                OFF

              	 
      	
                CD-P

              	 
      	
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                ***

              	 
      	
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                Service
      Bulletins

              	 
      	
                SB

              	 
      	
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                Advanced
      Consultation

                Tool

              	 
      	
                C

              	 
      	
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                ***

              	 
      	
                Full
      SB content and SB search functions available from the ETDS / Engineering
      Technical Documentation Service in Airbus | World /

                Note:
      SB cross reference Index available  from  AirN@v /
      Engineering  on DVD

              
	 
      	
                  

              	
                SB

              	 
      	
                OFF

              	 
      	
                CD-P

              	 
      	
                C

              	 
      	
                ***

              	 
      	
                ***

              	
                  

              	
                One
      CD for every SB issued and/or
revised

              


      

    

    


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

     

    
      
        
          
            
              
                
                  
                    
                      
                        	
                                A330
      - CSN – 09/07

                              	
                                Exhibit
      G

                              	 
      
	
                                CC-C
      337.0045/07

                              	
                                Page
      13/14

                              


                      

                    

                  

                

                 

              

            

          

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
G

    

    


    
      
        	
                NOMENCLATURE

              	 
      	
                Abbr

              	 
      	
                Avail

              	 
      	
                Form

              	 
      	
                Type

              	 
      	
                Qty

              	 
      	
                Deliv

              	 
      	
                Comments

              
	
                MISCELLANEOUS
      PUBLICATIONS

              	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Supplier
      Product Support Agreements 2000

              	 
      	
                SPSA

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                G

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                The
      SPSA contains all the GCP 2000 issue 04 Agreements signed by Airbus SFE
      Suppliers.

              
	 
      	 
      	
                SPSA

              	 
      	
                OFF

              	 
      	
                CD-P

              	 
      	
                G

              	 
      	
                ***

              	 
      	
                ***

              	 
      	
                The
      GCP 2000 is an Agreement signed by Airbus and its Suppliers which
      specifies:

                Airbus
      Support Standards

                The
      individual Supplier’s contractual support commitments

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Transportability
      Manual

              	 
      	
                TM

              	 
      	
                OFF

              	 
      	
                CD-P

              	 
      	
                G

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	
                Vendor
      Information Manual

                 

              	 
      	
                VIM

              	 
      	
                ON

              	 
      	
                Advanced

                Consultation

                Tool

              	 
      	
                G

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	 
      	 
      	
                VIM

              	 
      	
                OFF

              	 
      	
                Advanced

                Consultation

                Tool
      on CD

              	 
      	
                G

              	 
      	
                ***

              	 
      	
                ***

              	 
      	 
      
	
                Ground
      Support Equipment Vendor Information Manual / GSE VIM

              	
                  

              	
                GSE
      VIM

              	 
      	
                ON

              	 
      	
                PDF

              	 
      	
                G

              	 
      	
                ***

              	 
      	
                ***

              	
                  

              	 
      


      

    

    


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

     

    
      
        
          
            
              
                
                  
                    
                      
                        
                          
                            	
                                    A330
      - CSN – 09/07

                                  	
                                    Exhibit
      G

                                  	 
      
	
                                    CC-C
      337.0045/07

                                  	
                                    Page
      14/14

                                  


                          

                        

                      

                    

                  

                   

                

              

            

          

        

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      EXHIBIT
"H"

    

     

    
      EXHIBIT "
H "

    

     

    
      MATERIAL

    

     

    
      SUPPLY
AND SERVICES

    

     

    


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

    


    
      
        
          	
                  A330
      - CSN – 09/07

                	 
      	 
      
	
                  CC-C
      337.0045/07

                	
                  Exhibit
      H

                	
                  Page
      1/20

                


        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

       

    

    
      	
              1. 

            	
              GENERAL

            


    

    


    
      	
              1.1

            	
              Scope
      of Material Support

            


    

    


    
      	
              1.1.1

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

            


    

    


    
      	  	
              - 

            	
              Initial
      provisioning data and Material,

            


    

    
      	  	
              - 

            	
              Replenishment
      of Material,

            


    

    
      	
               
      

            	
              -

            	
              Lease
      of certain Seller Parts,

            


    

    
      	
               
      

            	
              -

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

            


    

    
      
        	  	
                -

              	
                Repair
      of certain Seller Parts.

              


      

    

    


    
      
        	
                1.1.2

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

              


      

    

    


    
      	
              1.1.3

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

            


    

     

    
      	
              1.2

            	
              Material
      Categories

            


    

    


    
      	
              1.2.1

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

            


    

    


    
      
        	
              	
                (i)

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

              


      

    

    


    
      
        	
              	
                (ii)

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

              


      

    

    


    
      
        	
              	
                (iii)

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

              


      

    

    


    
      
        	
              	
                (iv)

              	
                Ground
      Support Equipment and Specific (To Type)
Tools;

              


      

    

    


    
      
        	
              	
                (v)

              	
                Hardware
      and standard material, when provided as a
  package;

              


      

    

    


    
      
        	
              	
                (vi)

              	
                Consumables
      and raw material, when provided as a
package.

              


      

    

    


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

    


    
      
        	
                1.2.2

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

              


      

    

    


    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.

     

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

     

    
      
        	
                A330
      - CSN – 09/07

              	 
      	 
      
	
                CC-C
      337.0045/07

              	
                Exhibit
      H

              	
                Page
      2/20

              


      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    
       

      EXHIBIT
"H"

       

    

    
      	
              1.3

            	
              Term

            


    

    


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

    

    


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

     

    
      	
              1.4

            	
              Airbus
      Spares Support and Services

            


    

    


    
      1.4.1          
The
Seller has established its spares headquarters in Hamburg, Germany (the "Airbus Spares Center") and
shall, during the Term, maintain, or have maintained on its behalf, a central
store of Seller Parts.

    

    


    
      	
              1.4.2

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

            


    

    


    
      	
              1.4.3

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

            


    

    


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

    

    


    
      	
              1.5

            	
              Customer
      Order Desk

            


    

    


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

    


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

    -
Management of order changes and cancellations;

    -
Administration of Buyer’s routing and shipping instructions;

    -
Administration of Material returns;

    -
Clarification of delivery discrepancies;

    -
Issuance of credit and debit Notes.

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

    


    
      
        	
                1.6

              	
                ***

              


      

    

     

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

     

    
      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      3/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      	
              1.7 

            	
              Agreements
      of the Buyer

            


    

    


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

    


    
      	
              1.7.2

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

            


    

    


    
      	
              1.7.2.1

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

            


    

    


    
      	
              1.7.2.2

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

            


    

    


    
      	
              1.7.2.3

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

            


    

    


    
      	
              1.7.3.1

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

            


    

    


    
      	
              1.7.3.2

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

            


    

    


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

    

    


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

    

    
       

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

       

      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      4/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    
      	
              1.7.4

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

            


    

    


    
      	
              1.7.5

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

            


    

     

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

     

    
      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      5/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    2.                  INITIAL
PROVISIONING AND REPLENISHMENT

     

    
      	
              2.1

            	
              Initial
      Provisioning

            


    

     

    
      	
              2.1.1

            	
              Period

            


    

    


    
      The Initial Provisioning Period is
defined as *** under the Agreement.

    

     

    
      	
              2.1.2

            	
              Pre-Provisioning
      Meeting

            


    

    


    
      	
              2.1.2.1

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

            


    

    


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

    


    
      	
              2.1.2.2

            	
              The
      date of the meeting shall be *** for the Initial Provisioning Conference
      referred to in Article 2.1.3 below.

            


    

     

    
      	
              2.1.3 

            	
              Initial
      Provisioning Conference

            


    

    


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

    

    


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

    

    


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

     

    
      	
              2.1.4 

            	
              Initial
      Provisioning Data

            


    

    


    
      	
              2.1.4.1

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

            


    

    


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

    

    


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

    


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

     

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

     

    
      
        
          	
                  A330
      - CSN – 09/07

                	 
      	 
      
	
                  CC-C
      337.0045/07

                	
                  Exhibit
      H

                	
                  Page
      6/20

                


        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

       

    

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

    


    This
provision shall not cover:

     

    
      
        
          	
                	
                  -

                	
                  Buyer
      modifications not known to the
Seller,

                


        

      

    

    
      
        	
              	
                - 

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

              


      

    

     

    
      	
              2.1.4.2

            	
              Supplier-Supplied
      Data

            


    

    


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

    

    


    
      	
              2.1.4.3

            	
              Supplementary
      Data

            


    

    


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

     

    
      	
              2.1.5 

            	
              Commercial
      Offer

            


    

    


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

    


    
      
        	
                2.1.6

              	
                Delivery
      of Initial Provisioning
Material

              


      

    

    


    
      	
              2.1.6.1

            	
              To
      cover the requirements in Material for entry into service of the Aircraft,
      the Seller shall use its reasonable efforts to deliver Material ordered
      during the Initial Provisioning Period against the Buyer's orders and
      according to a mutually agreed schedule. Such deliveries shall cover the
      Material requirements in line with the Aircraft fleet build up, only up to
      that portion of the ordered quantity that is recommended for the number of
      Aircraft operated during the Initial Provisioning
  Period.

            


    

    


    
      The
Seller shall in addition use its reasonable efforts to cause Suppliers to
provide to the Buyer a similar service for their items.

    

    


    
      	
              2.1.6.2

            	
              The
      Buyer may, subject to the Seller's agreement, cancel or modify Initial
      Provisioning orders placed with the Seller, with no cancellation charge,
      provided such modification or cancellation occurs no later than the
      published lead-time before the scheduled delivery of said
      Material.

            


    

     

    
      	
              2.1.6.3

            	
              The
      delivery of Material described in Articles 1.2.1 (ii) through (vi) shall
      take place as set forth in Article 2.2
hereof.

            


    

     

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

     

    
      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      7/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      	
              2.1.6.4

            	
              The
      delivery of Material described in Articles 1.2.1 (ii) through (vi) shall
      take place as set forth in Article 2.2
hereof.

            


    

     

    
      	
              2.1.7

            	
              Initial
      Provisioning Data for ***

            


    

    


    If the
Seller has granted the Buyer ***

     

    
      	
              2.1.8

            	
              Buy-Back

            


    

    


    
      	
              2.1.8.1

            	
              Buy-Back
      of Obsolete Parts

            


    

    


    
      The
Seller agrees to buy back unused Seller Parts as per Article 1.2.1 (i) (“Buy Back”) which become
obsolete before Delivery of the first Aircraft to the Buyer as a result of
mandatory modifications required by the Buyer’s or the Seller's Aviation
Authorities, subject to the following:

    

    


    
      
        	
              	
                a)

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

              


      

    

    


    
      
        	
              	
                b)

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

              


      

    

    


    
      
        	
              	
                c)

              	
                The
      Seller shall use its reasonable efforts to obtain for the Buyer the same
      protection from Suppliers for Supplier
Parts.

              


      

    

     

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

     

    
      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      8/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      
        	
                2.1.8.2

              	
                Buy-Back
      Period and Buy-Back of Initial Provisioning Surplus
    Material

              


      

    

    


    
      
        	
              	
                a)

              	
                The
      Buy-Back Period is defined as the period starting *** to the
      Buyer.

              


      

    

    


    
      
        	
              	
                b) 

              	
                At
      any time during the Buy-Back Period, the Buyer shall have the right to
      return to the Seller any Seller Parts as per Article 1.2.1 (i) or Supplier
      Parts as per Article 1.2.1 (ii), subject to the conditions defined
      hereunder.

              


      

    

    


    
      	
              
              

            	
              c) 

            	
              A
      part as set forth in Article b) above shall be eligible for Buy-Back
      if:

            


    

    


    
      
        	
              	
                i)

              	
                The
      part is unused and undamaged and is accompanied by the Seller's original
      documentation (tag,
certificates);

              


      

    

    


    
      
        	
              	
                ii)

              	
                The
      Seller originally provided the Buyer with a positive Initial Provisioning
      recommendation for the part at the time of purchase based upon a
      ***;

              


      

    

    


    
      
        	
              	
                iii)

              	
                The
      part was purchased for Initial Provisioning purposes by the Buyer directly
      from the Seller;

              


      

    

    


    
      
        	
              	
                iv) 

              	
                 The
      part is not shelf life limited, nor does it contain any shelf life limited
      components with *** shelf life remaining when
  returned;

              


      

    

    


    
      
        	
              	
                v)

              	
                The
      parts are returned to the Seller by the Buyer so the parts have
      effectively been received and accepted by the Seller before the end of the
      Buy-Back Period.

              


      

    

    


    
      
        	
              	
                d)

              	
                If
      a part is accepted for Buy-Back, the Seller shall credit the Buyer as
      follows:

              


      

    

    


    
      
        	
              	
                -

              	
                For
      Seller Parts as per Article 1.2.1 (i) the Seller *** of the price
      originally paid;

              


      

    

    


    
      
        	
              	
                -

              	
                For
      Supplier Parts as per Article 1.2.1 (ii) the ***of the original Supplier
      list price valid at the time of order
placement.

              


      

    

    


    
      	
               
      

            	
              e)

            	
              In
      the event of the Buyer electing to procure Material in excess of the
      Seller's recommendation, the Buyer shall notify the Seller thereof in
      writing, with due reference to the present Article. The Seller's
      acknowledgement and agreement in writing shall be necessary before any
      Material in excess of the Seller's Initial Provisioning recommendation
      shall be considered for Buy-Back.

            


    

    


    
      	
               
      

            	
              f)

            	
              It
      is expressly understood and agreed that all
***.

            


    

    


    
      	
               
      

            	
              g)

            	
              Transportation
      costs for the agreed return of Material under this Article 2.1.8.2 shall
      ***.

            


    

     

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

     

    
      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      9/20

                  


          

        

         

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      	
              2.2 

            	
              REPLENISHMENT
      AND DELIVERY

            


    

    


    
      	
              2.2.1 

            	
              General

            


    

    


    
      For the
purpose of clarification, it is expressly stated that the provisions of
Article 2.2.2 do not apply to Initial Provisioning Data and Material as
described in Article 2.1. Delivery conditions shall be as set forth in Article
4.1.1.

    

     

    
      	
              2.2.2 

            	
              Lead
      times

            


    

    


    
      In
general, lead times shall be in accordance with the provisions of the latest
edition of the  "World Airlines and Suppliers'
Guide".

    

    


    
      	
              2.2.2.1

            	
              Seller
      Parts as per Article 1.2.1 (i) listed in the Seller's Spare Parts Price
      Catalog or on Airbus|Spares can be dispatched within the lead times
      published in the Seller’s Spare Parts Price
  Catalog.

            


    

    


    Lead times for Seller Parts as per
Article 1.2.1 (i), which are not published in the Seller's Spare Parts Price
Catalog or on Airbus|Spares, shall be quoted upon request.

    


    
      	
              2.2.2.2

            	
              Material
      defined in Articles 1.2.1 (ii) through 1.2.1 (vi) can be dispatched within
      the Supplier's lead time augmented by the Seller's own order and delivery
      administration time.

            


    

    


    
      	
              2.2.2.3 

            	
              Expedite
      Service

            


    

    


    
      The
Seller shall provide a twenty-four (24) hours a day / seven (7) days a week
expedite service to provide for the supply of critically required parts (the
“Expedite
Service”).

    

    


    
      	
              2.2.2.3.1

            	
              The
      Expedite Service is operated in accordance with the "World Airlines and
      Suppliers Guide" and the Seller shall notify the Buyer of the action taken
      to satisfy an expedite order received from the Buyer
    within:

            


    

    


    
      
        	
              	
                -

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

              


      

    

     

    
      
        	
              	
                -

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

              


      

    

     

    
      
        	
              	
                -

              	
                ***
      after receipt of an Expedite Order (urgent stock
      replenishment).

              


      

    

    


    
      	
              2.2.2.3.2

            	
              The
      Seller shall deliver Material requested by the Buyer by telephone, fax or
      telex on an AOG basis only if such request is confirmed by a subsequent
      purchase order from the Buyer by the end of the next Business
      Day.

            


    

     

    
      	
              2.2.3 

            	
              Delivery
      Status

            


    

    


    
      The
Seller shall make available to the Buyer on the Airbus|Spares a “Delivery Status
Report”.

    

     

    
      	
              2.2.4 

            	
              Shortages,
      Overshipments, Non-Conformity in
Orders

            


    

     

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

     

    
      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      10/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      	
              2.2.4.1 

            	
              The
      Buyer shall, *** pursuant to a purchase order, advise the
      Seller:

            


    

    


    
      
        	
              	
                a)

              	
                of
      any alleged shortages or
overshipments,

              


      

    

    


    
      
        	
              	
                b)

              	
                of
      any non-conformities of delivered
Material.

              


      

    

    


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

    

    


    
      	
              2.2.4.2

            	
              In
      the event of the Buyer reporting overshipments or non-conformity to the
      specifications within the period defined in Article 2.2.4.1 the Seller
      shall, if the Seller recognizes such overshipment or non-conformity,
      either replace the concerned Material or credit the Buyer for the returned
      Material, if the Buyer chooses to return the Material subject of an
      overshipment or
  non-conformity.   ***

            


    

     

    
      	
              2.2.5 

            	
              Packaging

            


    

    


    
      All
Material shall be packaged in accordance with ATA 300
Specification.

    

    


    
      	
              2.2.6

            	
              Cessation
      of Deliveries

            


    

    


    
      The
Seller reserves the right to restrict, stop or otherwise suspend deliveries if
the Buyer fails to meet its obligations defined in Articles 4.2 through
4.4.

    

     

    
      	
              2.2.7 

            	
              Material
      Consumption Data

            


    

    


    The Buyer
undertakes to provide periodically to the Seller a quantitative list of the
Material used for maintenance and overhaul of the Aircraft. Such list shall
cover Material used for both scheduled and unscheduled maintenance. The format
and frequency of this list shall be as mutually agreed between the Seller and
the Buyer during the Initial Provisioning Conference.

     

    
      	
              2.3

            	
              Warranties

            


    

     

    
      	
              2.3.1

            	
              Seller
      Parts

            


    

    


    Subject to the limitations and
conditions as hereinafter provided, the Seller warrants to the Buyer that all
Seller Parts as per Article 1.2.1 (i) shall at delivery to the
Buyer:

    


    
      
        	
              	
                (i)

              	
                be
      free from defects in
material,

              


      

    

    


    
      
        	
              	
                (ii)

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

              


      

    

    


    
      
        	
              	
                (iii)

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

              


      

    

    
       

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

       

      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      11/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      	
              2.3.2

            	
              Warranty
      Period

            


    

    


    
      	
              2.3.2.1

            	
              The
      warranty period for Seller Parts is *** for new Seller Parts and *** for
      used Seller Parts from delivery of such parts to the
  Buyer.

            


    

     

    
      	
              2.3.2.2

            	
              Whenever
      any Seller Part, which contains a defect for which the Seller is liable
      under Clause 2.3, has been corrected, replaced or repaired pursuant to the
      terms of this Clause 2.3, the period of the Seller's warranty with respect
      to such corrected, repaired or replacement Seller Part, whichever the case
      may be, shall be ***, whichever is
longer.

            


    

     

    
      	
              2.3.3 

            	
              Buyer's
      Remedy and Seller's Obligation

            


    

    


    The Buyer's remedy and Seller's
obligation and liability under this Article 2.3 are limited to the repair,
replacement or correction, at the Seller's expense and option, of any Seller
Part that is defective.

    


    
      The
Seller may alternatively furnish to the Buyer’s account with the Seller a credit
equal to the price at which the Buyer is entitled to purchase a replacement for
the defective Seller Part.

    

    


    The provisions of Clauses 12.1.5
through 12.1.11 of the Agreement shall apply to this Article 2.3 of this Exhibit
"H".

    


    
      	
              2.3.4

            	
              Supplier
      Parts

            


    

    


    
      With
respect to Supplier Parts to be delivered to the Buyer under this Exhibit H, the
Seller agrees to transfer to the Buyer any warranties which the Seller may have
obtained from the corresponding Suppliers.

    

    


    
      
        	
                2.3.5

              	
                Waiver,
      Release and Renunciation

              


      

    

    


    THE
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER (AS DEFINED HEREIN FOR THE
PURPOSES OF THIS EXHIBIT H) AND REMEDIES OF THE BUYER SET FORTH IN THIS ARTICLE
2.3 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES
AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER
AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR
IMPLIED, ARISING BY LAW, CONTRACT OR OTHERWISE, WITH RESPECT TO ANY
NON-CONFORMITY OR DEFECT OF ANY KIND, IN ANY MATERIAL AND/OR SERVICES DELIVERED
UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

     

    
      	
            	
              F. 

            	
              ANY
      WARRANTY AGAINST HIDDEN DEFECTS;

            


    

     

    
      	
            	
              G. 

            	
              ANY
      IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS;

            


    

     

    
      	
            	
              H. 

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

            


    

     

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

     

    
      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      12/20

                  


          

        

         

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      
        	
              	
                I.

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

              


      

    

     

    
      
        	
              	
                J.

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

              


      

    

     

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

     

    FOR THE
PURPOSES OF THIS ARTICLE 2.3.5, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE
SELLER, ANY OF ITS SUPPLIERS AND SUBCONTRACTORS AND ITS AFFILIATES.

    
       

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

       

      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      13/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      
        	
                3.

              	
                OTHER
      MATERIAL SUPPORT

              


      

    

    


    
      
        	
                3.1

              	
                Seller
      Parts Leasing

              


      

    

     

    
      	
              3.1.1 

            	
              General

            


    

    


    
      The
Seller offers the Buyer the option to lease Seller Parts as listed in Appendix A
to this Exhibit “H” (hereinafter collectively "Leased Parts" or individually
a "Leased
Part").

    

    


    
      For the
purposes of this Article 3.1, the term "Lessor" refers to the Seller
and the term "Lessee"
refers to the Buyer.

    

    


    
      	
              3.1.1.1

            	
              The
      terms and conditions of the lease of Leased Parts as set forth in this
      Article 3.1 shall be supplemented by the conditions as published annually
      by the Lessor in the ”Airbus Spare Parts Price
      Catalogue and Repair Guide”.

            


    

    


    
      	
              3.1.1.2

            	
              The
      Lessor shall provide the Lessee with copies of the current version of such
      Airbus Proprietary Parts Repair Guide on an annual
  basis.

            


    

    


    
      	
              3.1.1.3

            	
              The
      terms and conditions set out in said document shall prevail over all other
      terms and conditions appearing on any order form or other document
      pertaining to Leased Parts, with the exception of this Article 3.1, which,
      for the avoidance of doubt, shall prevail in the event of any
      inconsistency between this Article and the Airbus Proprietary Parts Repair
      Guide.

            


    

    


    
      	
              3.1.1.4

            	
              Additional
      Seller Parts not listed in Appendix A to this Exhibit “H” may be available
      for lease by the Lessor to the Lessee under terms and conditions as
      described in the latest version of the Airbus Proprietary Parts Repair
      Guide.

            


    

    


    
      	
              3.1.1.5

            	
              Capitalized
      terms used in this Article 3.1 and not otherwise defined in this Exhibit
      “H” shall have the meanings assigned thereto in the Airbus Proprietary
      Parts Repair Guide.

            


    

     

    
      	
              3.1.2 

            	
              Title

            


    

    


    Title to
each Leased Part shall remain with the Lessor at all times unless the Lessee
exercises its option to purchase in accordance with clause 3.1.3 herein, in
which case title shall pass to the Lessee upon receipt by the Lessor of the
payment for the purchased Leased Part.  The terms and conditions of
the purchasing of said Leased Parts shall be as published by the Lessor in the
then current version of the Airbus Proprietary Parts Repair Guide .

     

    
      	
              3.1.3 

            	
              Option
      to Purchase

            


    

    


    3.1.3.1    The
Lessee may at its option, exercisable by written notice given to the Lessor
during the Lease Period, elect to purchase the Leased Part, in which case the
then current sales price for such Leased Part as set forth in the Seller's Spare
Parts Price Catalog shall be paid by the Lessee to the Lessor. Should the Lessee
exercise such option, *** pursuant to sub-Clause 3.1.1.1 *** of the Leased
Part.

    
       

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

       

      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      14/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      	
              3.1.3.2

            	
              In
      the event of purchase, the Leased Part shall be warranted in accordance
      with Clause 2.3 as though such Leased Part were a Seller Part, but the
      warranty period shall be deemed to have commenced on the date such part
      was first installed on any Aircraft; provided, however, that in no event
      shall such warranty period be less than *** from the date of purchase of
      such Leased Part. A warranty granted under this Clause 3.1.3.2 shall be in
      substitution for the warranty granted under Clause 3.1.4 at the
      commencement of the Lease Period.

            


    

     

    
      
        	
                3.1.4 

              	
                Warranties

              


      

    

    


    
      	
              3.1.4.1

            	
              The
      Lessor warrants that each Leased Part shall at the time of delivery be
      free from defects in material and workmanship that could materially impair
      the utility of the Leased Part.

            


    

    


    
      	
              3.1.4.2 

            	
              Warranty
      and Notice Periods

            


    

    


    
      The
Lessee's remedy and the Lessor's obligation and liability under this Article
3.1.4, with respect to each defect, are conditional upon:

    

    


    
      
        	
              	
                (i)

              	
                the
      defect having become apparent to the Lessee within the Lease Period;
      and

              


      

    

    


    
      
        	
              	
                (ii)

              	
                the
      Lessee returning *** to the return location specified in the applicable
      Lease, or such other place as may be mutually agreed upon, the Leased Part
      claimed to be defective; and

              


      

    

    


    
      
        	
              	
                (iii)

              	
                the
      Lessor having received written notice of the defect from the Lessee within
      *** to the Lessee, with reasonable proof that the claimed defect is due to
      a matter embraced within the Lessor's warranty under this Article 3.1.4
      and that such defect did not result from any act or omission of the
      Lessee, including but not limited to any failure to operate or maintain
      the Leased Part claimed to be defective or the Aircraft in which it was
      installed in accordance with applicable Aviation Authority
      requirements  and the Lessor's applicable written
      instructions.

              


      

    

     

    
      
        	
                3.1.4.3

              	
                Lessee's
      Remedy and Lessor's
Obligation

              


      

    

    


    
      The
Lessee's remedy and the Lessor's obligation and liability under this Article
3.1.4  are limited to the repair or correction of any Leased Part in
which a defect appears, or, as may be mutually agreed, the replacement of such
Leased Part with a similar part free from defect.

    

    


    
      Any
replacement part furnished under this Article 3.1.4.3 shall be deemed to be the
Leased Part so replaced.

    

    


    
      	
              3.1.4.4

            	
              Suspension
      and Transportation Costs

            


    

     

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

     

    
      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      15/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      	
              3.1.4.4.1

            	
              If
      a Leased Part covered by this Article 3.1.4 is found to be defective, the
      Lease period as defined under the Airbus Proprietary
      Parts Repair Guide (the “Lease Period”) and the
      Lessee's obligation to pay rental charges shall be suspended from the date
      upon which the Lessee notifies the Lessor of such defect until the date
      upon which the Lessor has repaired, corrected or replaced the defective
      Leased Part, provided however that the Lessee has, promptly after giving
      such notice to the Lessor, withdrawn such defective Leased Part from use.
      If the defective Leased Part is replaced, such replaced part shall be
      deemed to no longer be a Leased Part under the Lease as of the date upon
      which such part was received by the Lessor at the return location
      specified in the applicable Lease.

            


    

    


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

    


    
      	
              3.1.4.5 

            	
              Wear
      and Tear

            


    

    


    
      Normal
wear and tear and the need for regular maintenance and overhaul shall not
constitute a defect or non-conformity under this Article
3.1.4.

    

    
      	
              3.1.4.6 

            	
              Waiver,
      Release and Renunciation

            


    

    


    
      It is
agreed that Article 2.3.5 hereof “Waiver, Release and Renunciation” shall apply
to the Material support to be provided under the present Article
3.1.

    

     

    
      	
              3.2

            	
              Tools
      and Ground Support Equipment

            


    

    


    
      The
Seller shall provide the Buyer with a range of Ground Support Equipment and
Tools, as defined in 1.2.1 (iv), support services including:

    

     

    
      
        	
              	
                -

              	
                Sale
      of single tools;

              


      

    

     

    
      
        	
              	
                -

              	
                Sale
      of tool packages;

              


      

    

     

    
      
        	
              	
                -

              	
                Loan
      of tooling for Airbus
Aircraft.

              


      

    

    


    
      The terms
and conditions applicable to such services shall be as published by the Seller
on an annual basis in its “Tools for Loan Catalog”. The Seller shall provide the
Buyer with copies of this publication on an annual basis.

    

     

    
      	
              3.3

            	
              Seller
      Parts Repair

            


    

    


    
      The
Seller may offer the Buyer a service whereby the Seller shall manage the repair
of Seller Parts as defined in Article 1.2.1 (i) above.

    

    


    
      The full
terms, conditions and guarantees for the repair of said Seller Parts shall be as
published annually by the Seller in its ”Airbus Spare Parts Price Catalogue
and Repair Guide”.

    

     

    
      	
              4. 

            	
              COMMERCIAL
      CONDITIONS

            


    

     

    
      	
              4.1 

            	
              Price

            


    

    


    
      
        	
                4.1.1

              	
                All
      quoted Material prices shall
be:

              


      

    

     

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

     

    
      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      16/20

                  


          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      
        	
              	
                -

              	
                Free
      Carrier (FCA) Airbus Spares
Center;

              


      

    

    


    
      
        	
              	
                -

              	
                Free
      Carrier (FCA) Seller’s Regional Satellite
  Stores;

              


      

    

    


    
      
        	
              	
                -

              	
                Ex
      Works (EXW) Seller’s or Supplier’s facility for deliveries from any other
      Seller or Supplier
facilities.

              


      

    

    


    
      At the
request of the Buyer, the Seller can arrange and manage the delivery of Material
to the Buyer’s facilities on a Delivered Duty Unpaid (DDU) basis. The terms and
conditions of such a service shall be subject to a separate agreement to be made
between the Buyer and Seller.

    

    


    
      The terms
Free Carrier (FCA), Ex Works (EXW) and Delivered Duty Unpaid (DDU) are as
defined by publication n° 560 of the International
Chamber of Commerce, published in January 2000.

    

    
       

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

         

      

      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      17/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      	
              4.1.2

            	
              Notwithstanding
      the provisions of Article 2.1.5 above for Initial Provisioning, all prices
      shall be the Seller's sales prices valid on the date of receipt of the
      order (subject to reasonable quantities and delivery time) and shall be
      expressed in US Dollars. Invoices for freight charges and other delivery
      services shall be in Euros.

            


    

    


    
      	
              4.1.3

            	
              The
      prices of Seller Parts shall be as set forth in the then current Seller's
      Spare Parts Price Catalog and shall be firm for each calendar year. The
      Seller however reserves the right to revise the prices of said Seller
      Parts during the course of the calendar year in case of any of the
      following:

            


    

    


    
      
        	
              	
                -

              	
                significant
      revision in the manufacturing costs and purchase price of
      materials,

              


      

    

    


    
      
        	
              	
                -

              	
                significant
      variation of exchange rates,

              


      

    

    


    
      
        	
              	
                -

              	
                significant
      error in the estimation or expression of any
  price.

              


      

    

    


    4.1.4                     The
Seller’s prices for all other Material shall be the Supplier’s list prices valid
on the date of receipt of the order, supplemented by the Seller's handling
charge. The percentage of such handling charge shall vary with the Material's
value and shall be determined on a per item basis.

     

    
      	
              4.2

            	
              Payment
      Procedures and Conditions

            


    

    


    
      	
              4.2.1

            	
              All
      payment under this Exhibit “H” shall be made in accordance with the terms
      and conditions set forth in the then current Seller Parts Price Catalog
      and Repair Guide.

            


    

    


    4.2.5                     ***

    


    
      	
              4.3 

            	
              Credit
      Assurance

            


    

    


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

    

     

    
      	
              4.4 

            	
              Title

            


    

    


    
      With the
exception of Material to be supplied under Article 3 above, title to any
Material purchased under this Exhibit "H" shall remain with the Seller until
full payment of the invoices and interest thereon, if any, has been received by
the Seller.

    

    


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

    

    
       

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

       

      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      18/20

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
"H"

    

     

    
      	
              5.

            	
              EXCUSABLE
      DELAY

            


    

    


    Clause
10.1 of the Agreement shall apply to all Material support provided under this
Exhibit “H”.

     

    
      	
              6.

            	
              TERMINATION
      OF SPARES PROCUREMENT COMMITMENTS

            


    

    


    
      	
              6.1

            	
              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 Article 6.2 below.

            


    

     

    
      	
              6.2

            	
              Any
      termination under Clauses 10, 11 or 20 of the Agreement shall discharge
      the parties of all obligations and liabilities hereunder with respect to
      undelivered spare parts, services, data or other items to be purchased
      hereunder and which are applicable to those Aircraft for which the
      Agreement has been terminated. Unused Material in excess of the Buyer's
      requirements due to such Aircraft cancellation may be repurchased by the
      Seller at the Seller’s option as provided for in Article
      2.1.8.2.

            


    

     

    
      	
              7.

            	
              INCONSISTENCY

            


    

     

    
      In the
event of any inconsistency between this Exhibit “H” and the “Spare Parts Price
Catalog” or the “Airbus Proprietary Parts Repair Guide” or the “Tools for Loan
Catalog” or any order placed by the Buyer, this Exhibit “H” shall prevail to the
extent of such inconsistency.

    

    
       

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

       

      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      H

                  	
                    Page
      19/20

                  


          

        

         

      

    

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    EXHIBIT "H"

     

    
      APPENDIX "A" TO ARTICLE 3.1 OF EXHIBIT
“H”

    

     

    
      SELLER
PARTS AVAILABLE FOR LEASING

    

     

    ***

     

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

     

    
      
        
          	
                  A330
      - CSN – 09/07

                	 
      	 
      
	
                  CC-C
      337.0045/07

                	
                  Exhibit
      H

                	
                  Page
      20/20

                


        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    


    EXHIBIT
I

    


    EXHIBIT
I

    


    LICENSES
AND ON LINE SERVICES

    


    
      	
              Part 1 

            	
              License  for
      Use of Software

            


    

    


    
      	
              Part 2

            	
              Airbus
      Customer Portal : Airbus|World

            


    

    


    
      	
              Part 3

            	
              Airbus|World
      ***

            


    

    


    
      	
              Part 4

            	
              General
      Terms and Conditions of Access to and Use of the Secure Area of
      Airbus|World

            


    

     

    
      	
              Part 5

            	
              License
      for the Use of Airbus Computer Based
Training

            


    

     

    (Airbus
CBT)

     

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

     

    
      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Exhibit
      I

                  	
                    Page
      1/12

                  


          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
I

       

    

    
      Part
1

    

     

    
      LICENCE
FOR USE OF SOFTWARE

    

     

    1.       ***

    


    2.       ***

    


    3.       ***

    


    4.       ***

     

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

     

    
      
        
          
            
              	
                      A330
      - CSN – 09/07

                    	 
      	 
      
	
                      CC-C
      337.0045/07

                    	
                      Exhibit
      I

                    	
                      Page
      2/12

                    


            

          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

     

    
      EXHIBIT
I

    

     

    5.       ***

    


    6.       ***

     

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

     

    
      
        
          
            
              	
                      A330
      - CSN – 09/07

                    	 
      	 
      
	
                      CC-C
      337.0045/07

                    	
                      Exhibit
      I

                    	
                      Page
      3/12

                    


            

          

        

      

    

     

    
      
        
           


        

        
           


          
            

          

        

        
           


        

      

    

    

      
        	
                 
      

              	
                EXHIBIT
      I

              


      

      


      7.       ***

      


      8.       ***

      


      9.       ***

      


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

         

        
          
            
              	
                      A330
      – CSN – 09/07

                    	 
      	 
      
	
                      CC
      – C 337.0045/07

                    	
                      Exhibit
      I

                    	
                      Page  4/12

                    


            

          

          

            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            


            
              	
                       
      

                    	
                      EXHIBIT
      I

                    


            

          

        

      

       

      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 License grant for a period of ten (10)
years.

      


      11.      ***


       


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

        
          
             

            
              
                
                  	
                          A330
      – CSN – 09/07

                        	 
      	 
      
	
                          CC
      – C 337.0045/07

                        	
                          Exhibit
      I

                        	
                          Page  5/12

                        


                

              

            

          

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

          


            
              	
                       
      

                    	
                      EXHIBIT
      I

                    


            

          

        

      

      


      
        	
                12.

              	
                ***

              


      

       

      
        13.   
 ***

      

       

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

        
          
             

            
              
                
                  	
                          A330
      – CSN – 09/07

                        	 
      	 
      
	
                          CC
      – C 337.0045/07

                        	
                          Exhibit
      I

                        	
                          Page  6/12

                        


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


        
          	
                   
      

                	
                  EXHIBIT
      I

                


        



      
        14.     
***

      

      


      
        	
                15.

              	
                General
      Provisions

              


      

      


      
        
          	
                  15.1

                	
                  This
      Software License 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 License to any of the Licensor’s
      Affiliates.

                


        

      

      


      
        
          	
                  15.2

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

                


        

      

      


      
        
          	
                  15.3

                	
                  In
      the event that any provision of this Software License should for any
      reason be held ineffective, the remainder of this Software License 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.

      
        
          
             

            
              
                
                  	
                          A330
      – CSN – 09/07

                        	 
      	 
      
	
                          CC
      – C 337.0045/07

                        	
                          Exhibit
      I

                        	
                          Page  7/12

                        


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      
        


          
            	
                     
      

                  	
                    EXHIBIT
      I

                  


          

        



      
        	
                PART
      2

              


      

      


      AIRBUS CUSTOMER PORTAL:
AIRBUS|WORLD

      


      ***

       

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

        
          
             

            
              
                
                  	
                          A330
      – CSN – 09/07

                        	 
      	 
      
	
                          CC
      – C 337.0045/07

                        	
                          Exhibit
      I

                        	
                          Page  8/12

                        


                

              

            

          

           

        

      

      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


        
          	
                   
      

                	
                  EXHIBIT
      I

                


        

      

      


      
         
PART
3

      

      


      
         
AIRBUS|WORLD
***

         

      

      ***

       

      [***Following
two pages omitted***]


       


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

        
          
             

            
              
                
                  	
                          A330
      – CSN – 09/07

                        	 
      	 
      
	
                          CC
      – C 337.0045/07

                        	
                          Exhibit
      I

                        	
                          Page  9/12

                        


                

              

            

          

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

          
            


              
                	
                         
      

                      	
                        EXHIBIT
      I

                      


              

            

          

        

      

      


      PART
4

      


      

      


      


      GENERAL
TERMS AND CONDITIONS OF ACCESS TO

      AND
USE OF THE

      SECURE
AREA OF AIRBUS|WORLD

      


      This
document and all information contained herein is the sole property of AIRBUS
S.A.S. No intellectual property rights are granted by the delivery of this
document or the disclosure of its content. This document shall not be reproduced
or disclosed to a third party without the express written consent of AIRBUS
S.A.S. This document and its content shall not be used for any purpose other
than that for which it is supplied.

       


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

        
          
             

            
              
                
                  	
                          A330
      – CSN – 09/07

                        	 
      	 
      
	
                          CC
      – C 337.0045/07

                        	
                          Exhibit
      I

                        	
                          Page  10/12

                        


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


        
          	
                   
      

                	
                  EXHIBIT
      I

                


        

      

      


      Preamble

      


      For the
purposes of the General Terms and Conditions of Access to and Use of the Secure
Area of Airbus|World only, the Buyer and the Seller hereby agree that in such
GTC:

      


      “The
Seller” shall be referred to as AIRBUS S.A.S.,

      


      “The
Buyer” shall be referred to as “the Company”,

      


      “The
Agreement” shall have the meaning assigned thereto in the GTC.

      


      “The
Agreement” as defined in the Clause 00B shall be referred to in the GTC with the
meaning assigned thereto under the definition of “Contracts”

      


      
        	
                GENERAL
      TERMS AND CONDITIONS OF ACCESS TO AND USE OF

              
	 
      
	
                THE
      SECURE AREA OF AIRBUS|WORLD

              


      

       

      ***

      [***Following eight
pages omitted***]


       


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

        
          
             

            
              
                
                  	
                          A330
      – CSN – 09/07

                        	 
      	 
      
	
                          CC
      – C 337.0045/07

                        	
                          Exhibit
      I

                        	
                          Page  11/12

                        


                

              

            

          

          

            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

          
            


              
                	
                         
      

                      	
                        EXHIBIT
      I

                      


              

               

            

          

        

      

      
        	
                 
      

              	
                PART
      5

              


      

       

      
         
LICENSE
FOR USE OF AIRBUS COMPUTER BASED TRAINING (AIRBUS CBT)

      

       

      ***

      


      
         
[***Following
four pages omitted***]

      

       


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

        
          
             

            
              
                
                  	
                          A330
      – CSN – 09/07

                        	 
      	 
      
	
                          CC
      – C 337.0045/07

                        	
                          Exhibit
      I

                        	
                          Page  12/12

                        


                

              

            

          

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          LETTER AGREEMENT No.
1

        

      

       

      CHINA
SOUTHERN AIRLINES COMPANY LIMITED

      Baiyun
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 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 A330 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.

        
          
             

            
              
                
                  	
                          A330
      – CSN – 09/07

                        	 
      	 
      
	
                          CC
      – C 337.0045/07

                        	
                          
                            Letter 
      Agreement No. 1

                          

                        	
                          Page  1/3

                        


                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      LETTER AGREEMENT No.
1

       

      
        	
                1.

              	
                ***

              


      

      


          ***

       

      [*** The following page omitted]

      


      
        	
                2.

              	
                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.


      


      
        	
                3.

              	
                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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 1

                            

                          	
                            Page  2/3

                          


                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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

              	
                AIRBUS
      S.A.S.

              
	
                AIRLINES
      COMPANY LIMITED

              	 
      


      

      


      
        
          
            
              	
                      By

                    	
                      :

                    	
                      /s/
      Xu Jiebo

                    	 	
                      By

                    	
                      :

                    	
                      /s/
      Christophe Mourey

                    
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                      Name

                    	
                      :

                    	
                      Xu
      Jiebo

                    	 	
                      Name

                    	
                      :

                    	
                      Christophe
      Mourey

                    
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                      Its

                    	: 
      	
                        

                    	 	
                      Its

                    	: 	
                      Senior
      Vice President Contracts

                    
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                      Date

                    	
                      :

                    	
                      October
      24, 2007

                    	 	
                      Date

                    	
                      :

                    	
                      October
      24, 2007

                    


            

          

        

      

      


      
        CHINA
SOUTHERN AIRLINES (GROUP)

      

      
        IMPORT
AND EXPORT TRADING CORPORATION

      

      


      
        	
                By:

              	
                /s/
      Zeng Zixiang

              	 
      
	 
      	 
      	 
      
	
                Name:

              	
                 
      Zeng Zixiang

              	 
      
	 
      	 
      	 
      
	
                Its:

              	
                  

              	 
      
	 
      	 
      	 
      
	
                Date:

              	
                October
      24, 2007

              	 
      


      

       


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

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 1

                            

                          	
                            Page  3/3

                          


                  

                

              

            

          

          

            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

        

      

      
        LETTER
AGREEMENT No. 2

      

      


      CHINA
SOUTHERN AIRLINES COMPANY LIMITED

      Baiyun
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 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 A330 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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 2

                            

                          	
                            Page  1/3

                          


                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      LETTER AGREEMENT No.
2

      


      1.             
  ***

      


      
        	
                2.

              	
                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.


      


      
        	
                3.

              	
                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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 2

                            

                          	
                            Page  2/3

                          


                  

                

              

            

          

          

            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

        

      

       

      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

              	
                AIRBUS
      S.A.S.

              
	
                AIRLINES
      COMPANY LIMITED

              	 
      


      

      


      
        
          
            	
                    By

                  	
                    :

                  	
                    /s/
      Xu Jiebo

                  	 	
                    By

                  	
                    :

                  	
                    /s/
      Christophe Mourey

                  
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                    Name

                  	
                    :

                  	
                    Xu
      Jiebo

                  	 	
                    Name

                  	
                    :

                  	
                    Christophe
      Mourey

                  
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                    Its

                  	
                    :

                  	
                      

                  	 	
                    Its

                  	
                    :

                  	
                    Senior
      Vice President Contracts

                  
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                    Date

                  	
                    :

                  	
                    October
      24, 2007

                  	 	
                    Date

                  	
                    :

                  	
                    October
      24, 2007

                  


          

        

      

      


      
        CHINA
SOUTHERN AIRLINES (GROUP)

      

      
        IMPORT
AND EXPORT TRADING CORPORATION

      

      


      
        
          
            	
                    By: /s/
      Zeng Zixiang

                  
	 
      
	
                    Name: Zeng
      Zixiang

                  
	 
      
	
                    Its:

                  	 	
                      

                  
	 
      
	
                    Date: October
      24, 2007

                  


          

        

      

       


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

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 2

                            

                          	
                            Page  3/3

                          


                  

                

              

            

          

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          LETTER AGREEMENT No.
3

        

      

      


      CHINA
SOUTHERN AIRLINES COMPANY LIMITED

      Baiyun
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 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 A330 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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 3

                            

                          	
                            Page  1/4

                          


                  

                

              

            

          

          

            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

        

      

       

      LETTER AGREEMENT No.
3

      


      
        
          	
                  1.

                	
                  ***

                


        

      

       


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

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 3

                            

                          	
                            Page  2/4

                          


                  

                

              

            

          

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          LETTER AGREEMENT No.
3

        

      

      


      
        	
                2.

              	
                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.

              


      

      


      
        	
                3.

              	
                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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 3

                            

                          	
                            Page  3/4

                          


                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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

              	
                AIRBUS
      S.A.S.

              
	
                AIRLINES
      COMPANY LIMITED

              	 
      


      

      


      
        
          
            	
                    By

                  	
                    :

                  	
                    /s/
      Xu Jiebo

                  	 	
                    By

                  	
                    :

                  	
                    /s/
      Christophe Mourey

                  
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                    Name

                  	
                    :

                  	
                    Xu
      Jiebo

                  	 	
                    Name

                  	
                    :

                  	
                    Christophe
      Mourey

                  
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                    Its

                  	
                    :

                  	
                      

                  	 	
                    Its

                  	
                    :

                  	
                    Senior
      Vice President Contracts

                  
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                    Date

                  	
                    :

                  	
                    October
      24, 2007

                  	 	
                    Date

                  	
                    :

                  	
                    October
      24, 2007

                  


          

        

      

      


      
        CHINA
SOUTHERN AIRLINES (GROUP)

      

      
        IMPORT
AND EXPORT TRADING CORPORATION

      

      


      
        
          
            	
                    By: 
      /s/ Zeng Zixiang

                  
	 
      
	
                    Name: Zeng
      Zixiang

                  
	 
      
	
                    Its:

                  	 	
                      

                  
	 
      
	
                    Date: October
      24, 2007

                  


          

        

      

       

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

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 3

                            

                          	
                            Page  4/4

                          


                  

                

              

            

          

          

            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

        

      

      LETTER AGREEMENT No.
4A

      


      CHINA
SOUTHERN AIRLINES COMPANY LIMITED

      Baiyun
Airport, Guangzhou 510405

      People’s
Republic of China

      


      
        Subject
: A330-200 AIRCRAFT PERFORMANCE GUARANTEES GE

      

      


      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 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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4A

                            

                          	
                            Page  1/6

                          


                  

                

              

            

          

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          LETTER AGREEMENT No.
4A

        

      

      


      
        	
                1.

              	
                AIRCRAFT
      CONFIGURATION

              


      

      


      The
guarantees defined below ("the Guarantees") are applicable to the A330-200
Aircraft as described in the Technical Specification ***, as amended by the
Specification Change Notices ("SCN's") for:

      


      i)       implementation
of engines: GENERAL ELECTRIC CF6-80E1A3

      


      (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 (Average SR) 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 : Average SR ***

      


      
        	
                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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4A

                            

                          	
                            Page  2/6

                          


                  

                

              

            

          

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          LETTER AGREEMENT No.
4A

        

      

      


      
        	
                2.5

              	
                ***

              


      

      


      
        	
                2.6

              	
                ***

              


      

      


      
        	
                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.

              


      

      


      
        	
                4.1.

              	
                For
      the determination of JAR take-off and landing performance a hard level dry
      runway surface with no runway strength limitations, no line-up allowance,
      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.

              


      

      


      
        	
                4.1.1.

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

              


      

      


      
        	
                4.1.2.

              	
                When
      establishing en-route one engine inoperative climb performance the air
      conditioning bleed shall be on but no air will be bled from the engines
      for anti-icing.

              


      

      


      
        	
                4.2.

              	
                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
***.

      


      
        	
                4.3.

              	
                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.

              


      

       

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

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4A

                            

                          	
                            Page  3/6

                          


                  

                

              

            

          

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          LETTER AGREEMENT No.
4A

        

      

      


      
        	
                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) A330-200 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 A330-200
    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 :

              


      

      


      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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4A

                            

                          	
                            Page  4/6

                          


                  

                

              

            

          

           

        

      

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT No.
4A

      


      
        	
                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.

      


      
        	
                8.

              	
                ***

              


      

      


      
        	
                9.

              	
                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.

              


      

      


      
        	
                10.

              	
                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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4A

                            

                          	
                            Page  5/6

                          


                  

                

              

            

          

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          LETTER AGREEMENT No.
4A

        

      

      


      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

              	
                AIRBUS
      S.A.S.

              
	
                AIRLINES
      COMPANY LIMITED

              	 
      


      

      


      
        
          
            	
                    By

                  	
                    :

                  	
                    /s/
      Xu Jiebo

                  	 	
                    By

                  	
                    :

                  	
                    /s/
      Christophe Mourey

                  
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                    Name

                  	
                    :

                  	
                    Xu
      Jiebo

                  	 	
                    Name

                  	
                    :

                  	
                    Christophe
      Mourey

                  
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                    Its

                  	
                    :

                  	
                      

                  	  	
                    Its

                  	
                    :

                  	
                    Senior
      Vice President Contracts

                  
	 
      	 
      	 
      	 	 
      	 
      	 
      
	
                    Date

                  	
                    :

                  	
                    October
      24, 2007

                  	 	
                    Date

                  	
                    :

                  	
                    October
      24, 2007

                  


          

        

      

      


      
        CHINA
SOUTHERN AIRLINES (GROUP)

      

      
        IMPORT
AND EXPORT TRADING CORPORATION

      

      


      
        	
                By: /s/
      Zeng Zixiang

              	 
      
	 
      	 
      
	
                Name: Zeng
      Zixiang

              	 
      
	 
      	 
      
	
                Its:

              	
                  

              	 
      
	 
      	 
      	 
      
	
                Date:

              	
                October
      24, 2007

              	 
      


      

       

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

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4A

                            

                          	
                            Page  6/6

                          


                  

                

              

            

          

          

            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            



        

      

      LETTER AGREEMENT No.
4B

      


      CHINA
SOUTHERN AIRLINES COMPANY LIMITED

      Baiyun
Airport, Guangzhou 510405

      People’s
Republic of China

      


      
        Subject
: A330-200 AIRCRAFT PERFORMANCE GUARANTEES PW

      

      


      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 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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4B

                            

                          	
                            Page  1/6

                          


                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT No.
4B

      


      
        	
                1.

              	
                AIRCRAFT
      CONFIGURATION

              


      

      


      The
guarantees defined below ("the Guarantees") are applicable to the A330-200
Aircraft as described in the Technical Specification ***, as amended by the
Specification Change Notices ("SCN's") for:

      


      
        	
                 
      

              	
                ii)

              	
                implementation
      of  PRATT&WHITNEY PW4168A
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 (Average SR) 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 : Average SR = ***

      


      
        	
                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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4B

                            

                          	
                            Page  2/6

                          


                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT No.
4B

      


      
        	
                2.5

              	
                ***

              


      

      


      
        	
                2.6

              	
                ***

              


      

      


      
        	
                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 line-up allowance,
      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.

              


      

      


      
        	
                4.2.2.

              	
                When
      establishing en-route one engine inoperative climb performance the air
      conditioning bleed shall be on but no air will be bled from the engines
      for 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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4B

                            

                          	
                            Page  3/6

                          


                  

                

              

            

          

          


          
            
              
                 


              

              
                 


                
                  

                

              

              
                 


              

            

          

           

          LETTER AGREEMENT No.
4B

        

      

      


      
        	
                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) A330-200 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 A330-200
    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

       

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

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4B

                            

                          	
                            Page  4/6

                          


                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT No.
4B

      


      
        	
                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.

      


      
        	
                8.

              	
                ***

              


      

      


      
        	
                9.

              	
                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.

              


      

      


      
        
          	
                  10.

                	
                   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.

        
          
            
               

              
                
                  
                    	
                            A330
      – CSN – 09/07

                          	 
      	 
      
	
                            CC
      – C 337.0045/07

                          	
                            
                              Letter 
      Agreement No. 4B

                            

                          	
                            Page  5/12

                          


                  

                

              

            

          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      



    
      
        
          
            LETTER AGREEMENT No.
4B

            


            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

                                  	 
      	
                                    AIRBUS
      S.A.S.

                                  
	
                                    AIRLINES
      COMPANY LIMITED

                                  	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                    By

                                  	
                                    :

                                  	
                                    /s/
      Xu Jiebo

                                  	 
      	 
      	
                                    By

                                  	
                                    :

                                  	
                                    /s/
      Christophe Mourey

                                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                    Name

                                  	
                                    :

                                  	
                                    Xu
      Jiebo

                                  	 
      	 
      	
                                    Name

                                  	
                                    :

                                  	
                                    Christophe
      Mourey

                                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                    Its

                                  	
                                    :

                                  	
                                    
                                      ___________________________

                                    

                                  	 
      	 
      	
                                    Its

                                  	:
      Senior
      Vice President Contracts
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                                    Date

                                  	
                                    :

                                  	
                                    October
      24, 2007

                                  	 
      	 
      	
                                    Date

                                  	
                                    :

                                  	
                                    October
      24,
2007

                                  


                          

                        

                      

                    

                  

                

              

            

            


            
              
                	
                        CHINA
      SOUTHERN AIRLINES (GROUP)

                      
	
                        IMPORT
      AND EXPORT TRADING CORPORATION

                      
	 
      	 
      
	
                        By:

                      	
                        /s/
      Zeng Zixiang

                      
	 
      	 
      
	
                        Name:

                      	
                        Zeng
      Zixiang

                      
	 
      	 
      
	
                        Its:

                      	
                        ___________________________

                      
	 
      	 
      
	
                        Date:

                      	
                        October
      24, 2007

                      


              

            

            


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

                


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 4B

                            	
                              Page
      6/6

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER AGREEMENT No.
4C

            


            CHINA
SOUTHERN AIRLINES COMPANY LIMITED

            Baiyun
Airport, Guangzhou 510405

            People’s
Republic of China

            


            
              Subject
: A330-200 AIRCRAFT PERFORMANCE GUARANTEES RR

            

            


            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 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.

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 4C

                            	
                              Page
      1/6

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              LETTER
AGREEMENT No. 4C

            

            


            
              	
                      1.

                    	
                      AIRCRAFT
      CONFIGURATION

                    


            

            


            The
guarantees defined below ("the Guarantees") are applicable to the A330-200
Aircraft as described in the Technical Specification ***, as amended by the
Specification Change Notices (“SCN’s”) for:

            


            
              	
                    	
                      (i) 

                    	
                      implementation
      of Rolls Royce RR TRENT 772B
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 35,000
ft 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

                      
	
                        ***

                      	 
      	
                        ***

                      
	
                        ***

                      	 
      	
                        ***

                      
	
                        ***

                      	 
      	
                        ***

                      
	
                        ***

                      	 
      	
                        ***

                      
	
                        ***

                      	 
      	
                        39,000
      ft

                      


              

            

            


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

            


            
              	
                      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.

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 4C

                            	
                              Page
      2/6

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER AGREEMENT No.
4C

            


            
              	
                      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

                    	
                      ***

                    


            

            


            
              	
                      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 line-up allowance,
      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.

                    


            

            


            
              	
                      4.2.2.

                    	
                      When
      establishing en-route one engine inoperative climb performance the air
      conditioning bleed shall be on but no air will be bled from the engines
      for 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.

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 4C

                            	
                              Page
      3/6

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER AGREEMENT No.
4C

            


            
              	
                      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) A330-200 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 A330-200
    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 :

                    


            

            


            
              	
                    	
                      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.

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 4C

                            	
                              Page
      4/6

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              LETTER AGREEMENT No.
4C

            

             

            
              	
                      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.

            


            
              	
                      8.

                    	
                      ***

                    


            

            


            
              	
                      9.

                    	
                      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.

                    


            

            


            
              
                	
                        10.

                      	
                        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.

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 4C

                            	
                              Page
      5/6

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER AGREEMENT No.
4C

            


            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

                          	 
      	
                            AIRBUS
      S.A.S.

                          
	
                            AIRLINES
      COMPANY LIMITED

                          	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            By

                          	
                            :

                          	
                            /s/
      Xu Jiebo

                          	 
      	 
      	
                            By

                          	
                            :

                          	
                            /s/
      Christophe Mourey

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            Name

                          	
                            :

                          	
                            Xu
      Jiebo

                          	 
      	 
      	
                            Name

                          	
                            :

                          	
                            Christophe
      Mourey

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            Its

                          	
                            :

                          	
                            ____________________

                          	 
      	 
      	
                            Its

                          	:
      Senior
      Vice President Contracts
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            Date

                          	
                            :

                          	
                            October
      24, 2007

                          	 
      	 
      	
                            Date

                          	
                            :

                          	
                            October
      24, 2007

                          


                  

                

              

            

            


            
              
                	
                        CHINA
      SOUTHERN AIRLINES (GROUP)

                      
	
                        IMPORT
      AND EXPORT TRADING CORPORATION

                      
	 
      	 
      
	
                        By:

                      	
                        /s/
      Zeng Zixiang

                      
	 
      	 
      
	
                        Name:

                      	
                        Zeng
      Zixiang

                      
	 
      	 
      
	
                        Its:

                      	
                        ___________________________

                      
	 
      	 
      
	
                        Date:

                      	
                        October
      24, 2007

                      


              

            

             

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

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 4C

                            	
                              Page
      6/6

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER
AGREEMENT Nο.
5

            


            CHINA
SOUTHERN AIRLINES COMPANY LIMITED

            Baiyun
Airport, Guangzhou 510405

            People’s
Republic of China

            


            
              Subject
: MISCELLANEOUS

            

            


            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 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.

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 5

                            	
                              Page
      1/8

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              LETTER
AGREEMENT Nο.
5

            

            


            
              	
                      1.

                    	
                      CLAUSE 5
      PAYMENTS

                    


            

            


            
              	
                      1.1

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

                    


            

            


            
              	
                      1.2

                    	
                      The
      Buyer and the Seller agree to delete sub-Clause 5.5 in its entirety and
      replace it with the following:

                    


            

            


            QUOTE

            
              
                5.5    ***

              

            

            


            ***

            UNQUOTE

            


            
              	
                      1.3

                    	
                      The
      Buyer and the Seller 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
      Buyer and the Seller agree to delete sub-Clause 5.10 in its entirety and
      replace it with the following:

                    


            

            


            QUOTE

            5.10           ***

            


            ***

            UNQUOTE

            


            
              	
                      1.5

                    	
                      1.4

                    	
                      The
      Buyer and the Seller agree to delete sub-Clause 5.11.1 in its entirety and
      replace it with the following:

                    


            

            


            QUOTE

            5.11.1        ***

            


            ***

            UNQUOTE

            


            
              	
                      1.6

                    	
                      The
      Buyer and the Seller agree to delete sub-Clause 5.11.2 in its entirety and
      replace it with the following:

                    


            

            


            QUOTE

            
              5.11.2
***

            

            


            
              UNQUOTE

            

            


            
              	
                      2.

                    	
                      CLAUSE 7
      CERTIFICATION

                    


            

            


            
              	
                       
      

                    	
                      2.1

                    	
                      Notwithstanding
      the terms of sub-Clause 7.3.1 (ii), the Buyer and the Seller agree to add
      the following sentence to sub-Clause 7.3.1
(ii):

                    


            

            


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

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 5

                            	
                              Page
      2/8

                            


                    

                  

                

              

            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER
AGREEMENT Nο.
5

            


            QUOTE

            ***

            QUOTE

            


            
              	
                      2.2

                    	
                      The
      Buyer and the Seller agree to add to Sub-Clause 7.4.1 the following
      sentence:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


            
              	
                      2.3

                    	
                      The
      Buyer and the Seller agree to delete sub-Clause 7.4.2 in its entirety and
      replace it with the following:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


            
              	
                      3.

                    	
                      CLAUSE 8 BUYER
      TECHNICAL ACCEPTANCE

                    


            

            


            
              	
                       
      

                    	
                      3.1

                    	
                      The
      Buyer and the Seller 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

                    	
                      ***

                    


            

            


            
              	
                      5.

                    	
                      CLAUSE 10 EXCUSABLE
      DELAY

                    


            

            


            
              	
                      5.1

                    	
                      The
      parties agree to delete sub-Clause 10.2 in its entirety and replace it
      with the following:

                    


            

            


            QUOTE

            
              	
                       
      

                    	
                      10.2

                    	
                      ***

                    


            

            UNQUOTE

            


            
              	
                      5.2

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

                    


            

            


            QUOTE

            
              	
                       
      

                    	
                      10.5

                    	
                      ***

                    


            

            UNQUOTE

            


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

            


            
              
                
                  
                    	
                            A330
      - CSN – 09/07

                          	 
      	 
      
	
                            CC-C
      337.0045/07

                          	
                            Letter
      Agreement No. 5

                          	
                            Page
      3/8

                          


                  

                

              

            

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER
AGREEMENT Nο.
5

            


            
              	
                      5.3

                    	
                      The
      Buyer and the Seller agree to add a new Clause
  10.6:

                    


            

            


            QUOTE

            
              	
                       
      

                    	
                      10.6

                    	
                      ***

                    


            

            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

            11.1               ***

            UNQUOTE

            


            
              	
                      6.2

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

                    


            

            


            QUOTE

            11.3               ***

            


            UNQUOTE

            


            
              	
                      6.3

                    	
                      The
      parties agree to add a new sub-Clause
11.5:

                    


            

            


            QUOTE

            
              	
                       
      

                    	
                      11.5

                    	
                      ***

                    


            

            UNQUOTE

            


            
              	
                      7.

                    	
                      CLAUSE 12
      WARRANTY

                    


            

            


            
              	
                      7.1

                    	
                      The
      parties agree to add the following sentence to sub-Clause
      12.1.3:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


            
              	
                      7.2

                    	
                      The
      parties agree to delete sub-Clause 12.1.4.2 in its entirety and replace it
      with the following:

                    


            

            


            QUOTE

            
              12.1.4.2 
***

            

            


            UNQUOTE

            


            
              	
                      7.3

                    	
                      The
      parties agree to add the following sentence to sub-Clause
      12.1.6.2:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


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

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 5

                            	
                              Page
      4/8

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER
AGREEMENT Nο.
5

            


            
              	
                      7.4

                    	
                      The
      parties agree to delete sub-Clause 12.1.6.3 in its entirety and replace it
      with the following:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


            
              	
                      7.5

                    	
                      The
      parties agree to delete the first paragraph of sub-Clause 12.1.6.4 and add
      the following sentence to sub-Clause
12.1.6.4:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


            
              	
                      7.6

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

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


            
              	
                      8.

                    	
                      CLAUSE 14 TECHNICAL
      DATA AND SOFTWARE SERVICES

                    


            

            


            
              	
                       
      

                    	
                      8.1

                    	
                      The
      parties agree to delete sub-Clause 14A.5 in its entirety and replace it
      with the following:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


            
              	
                       
      

                    	
                      8.2

                    	
                      The
      parties agree to add the following sentence to sub-Clause
      14A.7:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


            
              	
                       
      

                    	
                      8.3

                    	
                      The
      parties agree to add to sub-Clause 14A.9.3 the following
      sentence:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


            9.           CLAUSE 15 SELLER
REPRESENTATIVE

            


            
              	
                      9.1

                    	
                      The
      Buyer and the Seller acknowledge that sub-Clauses15.3.2, 15.3.3, 15.3.4
      and 15.3.7 of this Agreement shall not be
  applicable.

                    


            

            


            
              	
                      10.

                    	
                      CLAUSE 16 TRAINING AND
      TRAINING AIDS

                    


            

            


            
              	
                      10.1

                    	
                      The
      Seller and the Buyer agree to add a new
  sub-Clause16.3.5.4:

                    


            

            


            QUOTE

            
              16.3.5.4
***

            

            


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

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 5

                            	
                              Page
      5/8

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER
AGREEMENT Nο.
5

            


            UNQUOTE

            


            
              	
                       
      

                    	
                      16.4

                    	
                      The
      parties agree to delete sub-Clause 16.5.2.2 and 16.5.2.3 in their entirety
      and replace it with the following:

                    


            

            


            QUOTE

            
              16.5.2.2
***

            

            UNQUOTE

            


            
              	
                       
      

                    	
                      16.5

                    	
                      The
      parties agree to add to sub-Clause 16.7.2 the following
      sentences:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


            11           CLAUSE 20
TERMINATION

            


            
              	
                      11.1

                    	
                      The
      parties agree to delete sub-Clause 20.4 in its entirety and replace it
      with the following:

                    


            

            


            QUOTE

            
              20.4  
***

            

            UNQUOTE

            


            12           CLAUSE 22 MISCELANEOUS
PROVISIONS

            


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

            


            QUOTE

            ***

            UNQUOTE

            


            13.           EXHIBIT H MATERIAL SUPPLY
AND SERVICES

            


            
              	
                      13.1

                    	
                      The
      parties agree to delete sub-Clause 4.1.4 of the Exhibit H in its entirety
      and replace it with the following:

                    


            

            


            
               
QUOTE

            

            
              	
                       
      

                    	
                      4.1.4

                    	
                      ***

                    


            

            
               
UNQUOTE

            

            


            
              	
                      13.2

                    	
                      The
      parties agree to delete the second paragraph of sub-Clause 3.3 and replace
      it with the following:

                    


            

            


            QUOTE

            ***

            UNQUOTE

            


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

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 5

                            	
                              Page
      6/8

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER
AGREEMENT Nο.
5

            


            
              	
                      14.

                    	
                      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.

                    


            

            


            
              
                	
                        15.

                      	
                        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.

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 5

                            	
                              Page
      7/8

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            LETTER
AGREEMENT Nο.
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

                          	 
      	
                            AIRBUS
      S.A.S.

                          
	
                            AIRLINES
      COMPANY LIMITED

                          	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            By

                          	
                            :

                          	
                            /s/
      Xu Jiebo

                          	 
      	 
      	
                            By

                          	
                            :

                          	
                            /s/
      Christophe Mourey

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            Name

                          	
                            :

                          	
                            Xu
      Jiebo

                          	 
      	 
      	
                            Name

                          	
                            :

                          	
                            Christophe
      Mourey

                          
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            Its

                          	
                            :

                          	
                            ____________________

                          	 
      	 
      	
                            Its

                          	:
      Senior
      Vice President Contracts
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                            Date

                          	
                            :

                          	
                            October
      24, 2007

                          	 
      	 
      	
                            Date

                          	
                            :

                          	
                            October
      24, 2007

                          


                  

                

              

            

            


            
              
                	
                        CHINA
      SOUTHERN AIRLINES (GROUP)

                      
	
                        IMPORT
      AND EXPORT TRADING CORPORATION

                      
	 
      	 
      
	
                        By:

                      	
                        /s/
      Zeng Zixiang

                      
	 
      	 
      
	
                        Name:

                      	
                        Zeng
      Zixiang

                      
	 
      	 
      
	
                        Its:

                      	
                        ___________________________

                      
	 
      	 
      
	
                        Date:

                      	
                        October
      24, 2007

                      


              

            

            


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

            


            
              
                
                  
                    
                      	
                              A330
      - CSN – 09/07

                            	 
      	 
      
	
                              CC-C
      337.0045/07

                            	
                              Letter
      Agreement No. 5

                            	
                              Page
      8/8

                            


                    

                  

                

              

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

          

        

      

    

    
      


      LETTER AGREEMENT N°
6

      


      CHINA
SOUTHERN AIRLINES COMPANY LIMITED

      Baiyun
Airport, Guangzhou 510405

      People’s
Republic of China

      


      
        SUBJECT: ADDITIONNAL
SOFTWARE SERVICES

      

      


      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 a Purchase Agreement
(the "Agreement") dated as of even date
herewith, which covers, among other things, the manufacture and the
sale by the Seller and the purchase by the Buyer of the Aircraft, under the terms and conditions in said
Agreement. The Buyer and the Seller have agreed to set forth in this Letter
Agreement N° (the “Letter Agreement”) certain additional terms and conditions regarding the
sale of the Aircraft.

      


      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 hereof, shall constitute an integral,
nonseverable part of said Agreement and shall be governed by all the provisions of
the Agreement, as such provisions have been specifically amended pursuant
to this Letter Agreement. If there is any
inconsistency between the provisions of the Agreement and the provisions of this
Letter Agreement then the provisions of this Letter Agreement will
govern.

      


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

      


      
        
          
            	
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      - CSN – 09/07

                  	 
      	 
      
	
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      Agreement No. 6

                  	
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      1/9

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT N°
6

      


      The
Seller has developed a range of products, which are aimed at supporting the
Buyer in the operation of the Aircraft.

      


      The
Seller shall provide to the Buyer the products and services described hereafter
at the conditions defined herein (hereinafter referred to as “Additional
Software”).

      


      
        	
                1.

              	
                AIRMAN

              


      

      


      
        	
                1.1

              	
                Description

              


      

      


      Airman is
a ground software dedicated to maintenance operations for aircraft equipped with
on-board monitoring systems.

      


      The three
major functions of Airman are line maintenance, hangar maintenance and
engineering, as further described hereunder.

      


      
        	
                1.1.1

              	
                Line
      Maintenance Function (Transit
check)

              


      

      


      The line
maintenance function provides a real time direct access to all maintenance data
related to an Aircraft event. It therefore guides line maintenance personnel
when troubleshooting the Aircraft. It also allows line mechanics to prepare the
maintenance actions while the Aircraft is still flying.

      


      
        	
                1.1.2

              	
                Hangar
      Functions (Daily check)

              


      

      


      With the
use of this function of Airman, the Buyer shall be able to anticipate
non-scheduled maintenance actions, which can be performed during night checks or
integrated into a scheduled maintenance visit.

      


      
        	
                1.1.3

              	
                Engineering
      functions

              


      

      


      By
accessing the maintenance history, which is stored in Airman, detailed reports
can be generated to monitor parameters that affect Aircraft reliability and
maintenance efficiency. The data can be analysed per fleet, per system, per type
of report and for any period of time. This enables the tool to be used to
analyse trends and to identify issues that are affecting the operation of the
fleet.

      


      
        	
                1.2

              	
                Commercial
      Conditions

              


      

      


      Airman
shall be provided to the Buyer ***

      


      
        	
                 
      

              	
                (i)

              	
                the
      Buyer’s fleet of A330 aircraft already in operation with the Buyer and
      still to be delivered in accordance with existing valid purchase
      agreements between the Buyer and the Seller as of signature of this Letter
      Agreement, and for;

              


      

      


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

      


      
        
          
            	
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      - CSN – 09/07

                  	 
      	 
      
	
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      2/9

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT N°
6

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Aircraft of the Agreement.

              


      

      


      The ***
will start from the date of installation of Airman.

      


      After said ***, Airman shall be
provided in accordance with the terms and conditions set forth in the Seller’s
then current Customer Services Catalog.


      


      
        	
                1.3

              	
                Delivery
      and Installation

              


      

      


      The
prerequisites to the functioning of Airman and conditions of site preparation
shall be indicated by the Seller to the Buyer, who shall be sole responsible for
ensuring that all hardware and/or equipment necessary for installing Airman is
available and operative.

      


      Airman
shall be delivered in digital media form. Delivery shall be mutually scheduled
and agreed between the parties.

      


      
        Airman
shall be installed by the personnel of the Buyer and/or the Seller and/or its
subcontractors, as the case may be.

      

      


      The
Seller may assist the Buyer with the installation of Airman at the Buyer’s
facilities upon the Buyer’s request and subject to conditions to be specified by
the Seller, including but not limited to transportation costs and living
expenses for representatives of the Seller assisting with such installation.
Such assistance shall follow notification in writing that the prerequisites to
such installation, as notified by the Seller, are met to enable the
installation.

      


      
        	
                 
      

              	
                The
      Seller, its Affiliates and/or their respective subcontractors, shall be
      held harmless from any and all damage to any person (except employees of
      the Seller, and/or their respective subcontractors) and/or to property
      (except the property of the Seller, its Affiliates and/or their respective
      subcontractors) caused by or in any way connected to the handling and/or
      installation of Airman.

              


      

       

      
        	
                1.4

              	
                Training

              


      

      


      Regular
administrator training sessions on Airman features are organised at the Seller’s
training facilities.

      


      Such
training shall be subject to the terms and conditions under Clause 16 of the
Agreement.

      


      Additionally,
the ***

      


      
        	
                1.5

              	
                Licence

              


      

      


      The
licensing conditions for the use of Airman shall be as set forth in Exhibit I of
the Agreement, “License 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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      - CSN – 09/07

                  	 
      	 
      
	
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                    Page
      3/9

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT N°
6

      


      
        	
                2.

              	
                LESS
      PAPER IN THE COCKPIT (LPC)

              


      

      


      
        	
                2.1

              	
                Description

              


      

      


      Less
Paper in the Cockpit (LPC) is an Airbus software provided in digital media form
enabling the Buyer to consult Airbus Aircraft performance programs and the
operational Technical Data for the Airbus Aircraft.

      


      The
modules covered by the LPC package and selected by the Buyer are the
following:

      


      
        
          
            
              
                	
                        -

                      	
                        ***

                      
	 
      	 
      
	
                        -

                      	
                        ***

                      
	 
      	 
      
	
                        -

                      	
                        ***

                      
	 
      	 
      
	
                        -

                      	
                        ***

                      
	 
      	 
      
	
                        -

                      	
                        ***

                      
	 
      	 
      
	
                        -

                      	
                        ***

                      


              

            

          

        

      

       

      LPC shall be supplied to the Buyer
together with administration tools to be specified by the Seller such as the
MMEL Starter Pack enabling the conversion of SGML format format to either
FrameMaker format or RTF format.

      


      
        	
                2.2

              	
                Commercial
      Conditions

              


      

      


      The LPC
modules shall be provided to the Buyer ***for:

      


      
        	
                 
      

              	
                (i)

              	
                the
      Buyer’s fleet of A330 aircraft already in operation with the Buyer and
      still to be delivered in accordance with existing valid purchase
      agreements between the Buyer and the Seller as of signature of this Letter
      Agreement, and for;

              


      

      
        	
                 
      

              	
                (ii)

              	
                the
      Aircraft of the Agreement.

              


      

      


      The ***
will start from the date of installation of LPC.

      


      
        After
said ***, the LPC Modules shall be provided in accordance with the terms and
conditions set forth in the Seller’s then current Customer Services
Catalog.

      

      


      
        	
                2.3

              	
                Deliveries
      and Installation

              


      

      


      The
prerequisites to the functioning of LPC and conditions of site preparation,
including but not limited to the Aircraft installation/availability with flight
deck power supply, shall be indicated by the Seller to the Buyer, the latter
being solely responsible for ensuring that all hardware and/or equipment
necessary for installing LPC is available and operative.

      


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

      


      
        
          
            	
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      - CSN – 09/07

                  	 
      	 
      
	
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                    Page
      4/9

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT N°
6

      


      LPC shall
be delivered in digital media form. Delivery shall be mutually scheduled and
agreed between the parties.

      


      ***.

      


      LPC shall
be installed by the personnel of the Buyer.

      


      ***

      


      The
Seller its Affiliates and/or their respective subcontractors be shall be held
harmless from any and all damage to any person (except employees of the Seller,
its Affiliates and/or their respective subcontractors) and/or to property
(except he property of the Seller, its Affiliates and/or their respective
subcontractors) caused by or in any way connected to the handling and/or
installation of LPC.

      


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

      


      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
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      Agreement No. 6

                  	
                    Page
      5/9

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT N°
6

      


      
        	
                2.4

              	
                Training

              


      

      


      Regular
administrator training sessions on LPC features are organised at the Seller’s
training facilities.

      


      Such
training shall be subject to the terms and conditions under Clause 16 of this
Agreement.

      


      Additionally,
the ***.

      


      
        	
                2.5

              	
                Licence

              


      

      


      The
licensing conditions for the use of LPC shall be as set forth in Exhibit I,
“License for use of software”.

      


      
        	
                3.

              	
                AirFASE

              


      

      


      
        	
                3.1

              	
                Technical
      description

              


      

      


      AirFASE
is a measurement, analysis and reporting software tool that detects and analyses
flight operations, as well as deviation trends, by monitoring operational
performance.

      


      AirFASE
shall be provided with flight profiles applicable to the Aircraft.

      


      
        	
                3.2

              	
                Commercial
      Conditions

              


      

      


      AirFASE
shall be provided to the Buyer *** for:

      


      
        	
                 
      

              	
                (i)

              	
                the
      Buyer’s fleet of A330 aircraft already in operation with the Buyer and
      still to be delivered in accordance with existing valid purchase
      agreements between the Buyer and the Seller as of signature of this Letter
      Agreement, and for,

              


      

      
        	
                 
      

              	
                (ii)

              	
                the
      Aircraft of the Agreement.

              


      

      


      The ***
will start from the date of installation of AirFase.

      


      
        	
                 
      

              	
                After
      said ***, AirFASE shall be provided in accordance with the terms and
      conditions set forth in the Seller’s then current Customer Services
      Catalog.

              


      

      


      
        	
                3.3

              	
                Delivery
      and Installation

              


      

      


      The
prerequisites to the functioning of AirFASE and conditions of site preparation
shall be indicated by the Seller to the Buyer, the latter being the sole
responsible for ensuring that all hardware and/or equipment necessary for
installing AirFASE is available and operative.

      


      The
delivery of AirFASE shall be mutually scheduled and agreed between the parties.
AirFASE shall be delivered with a user guide.

      


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

      


      
        
          
            	
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      - CSN – 09/07

                  	 
      	 
      
	
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                    Page
      6/9

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT N°
6

      


      The
Seller, its Affiliates and/or their respective subcontractors shall be held
harmless from any  and all damage to any person (except employees of
the Seller, its Affiliates and/or their respective subcontractor) and/or to
property (except the property of the Seller and/or its Affiliates) caused by or
in any way connected to the handling and/or installation of
AirFASE.

      


      
        	
                3.4

              	
                Training

              


      

      


      Additionally,
the ***.

      


      ***

      


      
        	
                3.5

              	
                License

              


      

      


      The
licensing conditions for the use of AirFASE shall be as set forth in Exhibit I
of the  Agreement, “License for use of software”.

      


      
        	
                4.

              	
                SUPPORT

              


      

      


      A
description of the support and maintenance services for the Additional Software
is available in the Service Level Agreement (the “SLA”) as included in the
Seller’s Customer Services Catalog.

      


      
        Any
support, assistance or training over and above such services shall be provided
upon request
by the Buyer on a chargeable basis.

      

      


      Practical
information, such as hotline, telephone numbers or contact persons, shall be
given to the Buyer before installation and shall be updated on a regular
basis

      


      
        	
                5.

              	
                ASSIGNMENT

              


      

      


      Notwithstanding
any other provision of this Letter Agreement or of the Agreement, this Letter
Agreement and the rights and obligations of the Buyer hereunder shall not be
assigned or transferred in any manner without the prior written consent of the
Seller, and any attempted assignment or transfer in contravention of the
provisions of this Paragraph shall be void and of no force or
effect.

      


      


      
        	
                6.

              	
                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.

      


      
        
          
            	
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      - CSN – 09/07

                  	 
      	 
      
	
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      Agreement No. 6

                  	
                    Page
      7/9

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT N°
6

      


      
        	
                8.

              	
                COUNTERPARTS

              


      

      


      This
Letter Agreement may be signed in any number of separate
counterparts.  Each counterpart, when signed and delivered (including
counterparts delivered by facsimile transmission) shall be an original, and the
counterparts together shall constitute one and the same instrument.

      


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

      


      
        
          
            	
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      - CSN – 09/07

                  	 
      	 
      
	
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      Agreement No. 6

                  	
                    Page
      8/9

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      LETTER AGREEMENT N°
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

                	
                  AIRBUS
      S.A.S.

                
	
                  AIRLINES
      COMPANY LIMITED

                	 
      


        

      

      


      
        
          
            
              	
                      By

                    	
                      :

                    	
                      /s/
      Xu Jiebo

                    	
                      By

                    	
                      :

                    	
                      /s/
      Christophe Mourey

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Name

                    	
                      :

                    	
                      Xu
      Jiebo

                    	
                      Name

                    	
                      :

                    	
                      Christophe
      Mourey

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Its

                    	
                      :

                    	 
      	
                      Its

                    	
                      :

                    	
                      Senior
      Vice President Contracts

                    
	 
      	 
      	 
      	 
      	 
      	 
      
	
                      Date

                    	
                      :

                    	
                      October
      24, 2007

                    	
                      Date

                    	
                      :

                    	
                      October
      24, 2007

                    


            

          

        

      

      


      
        CHINA
SOUTHERN AIRLINES (GROUP)

      

      
        IMPORT
AND EXPORT TRADING CORPORATION

      

      


      
        
          
            	
                    By:

                  	
                    /s/
      Zeng Zixiang

                  
	 
      	 
      
	
                    Name:

                  	
                    Zeng
      Zixiang

                  
	 
      	 
      
	
                    Its:

                  	 
      
	 
      	 
      
	
                    Date:

                  	
                    October
      24, 2007

                  


          

        

      

      


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

      


      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
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                    Page
      9/9

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

       

      
        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 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 Side Letter shall have the
meanings assigned thereto in the Agreement.

      


      Both
parties agree that this Side Letter, 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
Side Letter.

      


      ***

      


      [***Following
page omitted***]

      


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

      


      
        
          
            	
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      - CSN – 09/07

                  	 
      	 
      
	
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                    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.

      


      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
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                    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 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.

      


      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Side Letter No. 2

                  	
                    Page
      1/2

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      


      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

                      


              

            

          

        

      

      


      
        	
                 
      

              	
                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.

      


      
        
          	
                  A330
      - CSN – 09/07

                	 
      	 
      
	
                  CC-C
      337.0045/07

                	
                  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
: ***

      


      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 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.

      


      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Side Letter No. 3

                  	
                    Page
      1/2

                  


          

        

      


      
        
           


        

        
           


          
            

          

        

        
           


        

      

      


      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

                        


                

              

            

          

        

      

      


      
        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.

      


      
        
          
            	
                    A330
      - CSN – 09/07

                  	 
      	 
      
	
                    CC-C
      337.0045/07

                  	
                    Side Letter No. 3

                  	
                    Page
      2/2