EXHIBIT 10.2

 

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 24b-2

 

 

 

 

 

 

 

 

 

 

A350XWB FAMILY

 

P U R C H A S E   A G R E E M E N T

 

B E T W E E N

 

A I R B U S  S.A.S.

 

as Seller

 

 

A N D

 

AIR LEASE CORPORATION

 

as Buyer

 

 

 

 

 

 

 

 

 

 

 

Reference :    CLC-CT1103521

 

 

	
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C O N T E N T S

 

	
CLAUSES
    	
 
    	
TITLES
    
	
 
    	
 
    	
 
    
	
0
    	
 
    	
DEFINITIONS   AND INTERPRETATION
    
	
 
    	
 
    	
 
    
	
1
    	
 
    	
SALE AND PURCHASE
    
	
 
    	
 
    	
 
    
	
2
    	
 
    	
SPECIFICATION
    
	
 
    	
 
    	
 
    
	
3
    	
 
    	
PRICES
    
	
 
    	
 
    	
 
    
	
4
    	
 
    	
PRICE REVISION
    
	
 
    	
 
    	
 
    
	
5
    	
 
    	
PAYMENTS
    
	
 
    	
 
    	
 
    
	
6
    	
 
    	
MANUFACTURE   PROCEDURE - INSPECTION
    
	
 
    	
 
    	
 
    
	
7
    	
 
    	
CERTIFICATION
    
	
 
    	
 
    	
 
    
	
8
    	
 
    	
TECHNICAL ACCEPTANCE
    
	
 
    	
 
    	
 
    
	
9
    	
 
    	
DELIVERY
    
	
 
    	
 
    	
 
    
	
10
    	
 
    	
EXCUSABLE DELAY
    
	
 
    	
 
    	
 
    
	
11
    	
 
    	
INEXCUSABLE DELAY
    
	
 
    	
 
    	
 
    
	
12
    	
 
    	
WARRANTIES AND SERVICE LIFE   POLICY
    
	
 
    	
 
    	
 
    
	
13
    	
 
    	
PATENT AND COPYRIGHT   INDEMNITY
    
	
 
    	
 
    	
 
    
	
14
    	
 
    	
TECHNICAL DATA AND SOFTWARE   SERVICES
    
	
 
    	
 
    	
 
    
	
15
    	
 
    	
SELLER REPRESENTATIVES   SERVICES
    
	
 
    	
 
    	
 
    
	
16
    	
 
    	
TRAINING SUPPORT AND   SERVICES
    
	
 
    	
 
    	
 
    
	
17
    	
 
    	
SUPPLIER AND ACS SUPPLIER   PRODUCT SUPPORT
    
	
 
    	
 
    	
 
    
	
18
    	
 
    	
BUYER FURNISHED EQUIPMENT AND   AIRBUS CONTRACTED SUPPLIER EQUIPMENT
    
	
 
    	
 
    	
 
    
	
19
    	
 
    	
INDEMNIFICATION AND   INSURANCE
    
	
 
    	
 
    	
 
    
	
20
    	
 
    	
TERMINATION
    
	
 
    	
 
    	
 
    
	
21
    	
 
    	
ASSIGNMENTS AND TRANSFERS
    
	
 
    	
 
    	
 
    
	
22
    	
 
    	
MISCELLANEOUS PROVISIONS
    


 

 

	
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C O N T E N T S

 

 

 

	
EXHIBITS
    	
 
    	
TITLES
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Exhibit A
    	
 
    	
SPECIFICATION
    
	
 
    	
 
    	
A-1: A350-900 BASELINE   SPECIFICATION
    
	
 
    	
 
    	
A-2: A350-1000 BASELINE SPECIFICATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Exhibit B
    	
 
    	
B-1: FORM OF A   SPECIFICATION CHANGE NOTICE
    
	
 
    	
 
    	
B-2: FORM OF A   MANUFACTURER’S SPECIFICATION CHANGE NOTICE
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Exhibit C
    	
 
    	
AIRCRAFT PRICE REVISION   FORMULA
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Exhibit D
    	
 
    	
FORM OF CERTIFICATE OF   ACCEPTANCE
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Exhibit E
    	
 
    	
FORM OF BILL OF SALE
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Exhibit F
    	
 
    	
SERVICE LIFE POLICY — LIST   OF ITEMS
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Exhibit G
    	
 
    	
TECHNICAL DATA INDEX
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Exhibit H
    	
 
    	
MATERIAL SUPPLY AND   SERVICES
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Exhibit I
    	
 
    	
LICENSES AND ON LINE   SERVICES
    


 

 

	
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A350XWB FAMILY PURCHASE AGREEMENT

 

 

 

 

This A350XWB Family Purchase Agreement (the “Agreement”) is made this 1st day of February 2013

 

 

 

BETWEEN:

 

 

 

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

 

 

 

and

 

 

 

AIR LEASE CORPORATION a corporation organised and existing under the laws of the State of Delaware, U.S.A. having its principal place of business at  2000 Avenue of the Stars, Suite 1000N, Los Angeles, California 90067, U.S.A. (the “Buyer”).

 

 

 

 

 

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

 

 

NOW THEREFORE IT IS AGREED AS FOLLOWS:

 

 

	
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0 -        DEFINITIONS

 

For all purposes of this Agreement (defined below), except as otherwise expressly provided, the following terms will have the following meanings:

 

ACS Reference Price – as defined in Clause 3.2

 

Affiliate – means (a) with respect to the Buyer, any other person or entity directly or indirectly controlling, controlled by or under common control with the Buyer; and (b) with respect to the Seller, any other person or entity involved in the manufacture, product support, leasing or financing of Airbus aircraft, where such person or entity is directly or indirectly controlling, controlled by or under common control with the Seller.

 

Airbus Contracted Suppliers (ACS) Equipment has the meaning set out in Clause 12.3.2.1.2.

 

Airbus Contracted Suppliers Support Agreements has the meaning set out in Clause 12.3.2.1.3.

 

ACS Suppliers has the meaning set out in Clause 12.3.2.1.1.

 

Agreement - this Airbus A350 Family purchase agreement, including all exhibits and appendices attached hereto, as the same may be amended or modified and in effect from time to time.

 

AirbusWorld - as defined in Clause 14.10.1.

 

Aircraft - individually and/or collectively the A350-900 and/or the A350-1000 Aircraft.

 

A350-900 or A350-900 Aircraft - an Airbus A350-900 model aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, including the Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed in or on such aircraft at Delivery.

 

A350-1000 or A350-1000 Aircraft - an Airbus A350-1000 model aircraft to be sold by the Seller and purchased by the Buyer pursuant to this Agreement, including the Airframe, the Propulsion Systems, and any part, component, furnishing or equipment installed in or on such aircraft at Delivery.

 

A350XWB Family Aircraft Description Document - as the context requires, either A350XWB Family Aircraft Description Document – Issue 1.1, dated 22nd October 2012 or any subsequent issue thereof applicable at the time of equipment selection.

 

A350-900 Standard Specification - the A350-900 standard specification document Number V000.09000, Issue 1.2, dated 22nd October 2012, a copy of which has been annexed hereto as Exhibit A including the following design weights:

 

	
MTOW:
    	
268.0 metric tons
    
	
MLW:
    	
205.0 metric tons
    
	
MZFW:
    	
192.0 metric tons
    


 

A350-1000 Standard Specification has the meaning set forth in Clause 2.1.2.1 including the following weights:

 

	
MTOW:
    	
308.0 metric tons
    
	
MLW:
    	
233.0 metric tons
    
	
MZFW:
    	
220.0 metric tons
    


 

Aircraft Training Services - all 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

 

 

	
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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 - any A350-900 or A350-1000 Aircraft, excluding the Propulsion Systems therefor.

 

Aircraft Base Price has the meaning set out in Clause 3.1.

 

Aircraft Price Revision Formula is set out in Exhibit C.

 

ATA Specification - recommended specifications developed by the Air Transport Association of America reflecting consensus in the commercial Aviation industry on accepted means of communicating information, conducting business, performing operations and adhering to accepted practices.

 

Aviation Authority - when used with respect to any jurisdiction, the government entity that, under the laws of such jurisdiction, has control over civil aviation or the registration, airworthiness or operation of civil aircraft in such jurisdiction.

 

Balance of the Final Price has the meaning set out in Clause 5.4.

 

Basic ADD has the meaning set out in Clause 2.1.2.1.

 

BFE Engineering Definition has the meaning set out in Clause 18.1.2.1.

 

BFE Premium Class Seats has the meaning set out in Clause 18.1.10.

 

Bill of Sale has the meaning set out in Clause 9.2.2.

 

Business Day - with respect to any action to be taken hereunder, a day other than a Saturday, Sunday or other day designated as a holiday in the jurisdiction in which such action is required to be taken.

 

Buyer Furnished Equipment (BFE) - as defined in Clause 18.1.1.

 

Certificate of Acceptance - as defined in Clause 8.3.

 

Contractual Definition Freeze or CDF - means in relation to any Aircraft, the date by which the contractual definition of an Aircraft must be finalized and all SCNs need to have been executed by the Buyer in order to enable their incorporation into the manufacturing of the Aircraft and Delivery of the Aircraft in the Scheduled Delivery Month..

 

Customization Milestones Chart - as defined in 2.4.

 

Declaration of Design and Performance or DDP - the documentation provided by an equipment manufacturer guaranteeing that the corresponding equipment meets the requirements of the Specification, the interface documentation as well as all the relevant certification requirements.

 

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

 

Delivery Date - the date on which Delivery occurs.

 

Delivery Location - the facilities of the Seller at the location of final assembly of the Aircraft.

 

Development Changes - as defined in Clause 2.2.2.

 

 

	
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DGAC - the Direction Générale de l’Aviation Civile of France or any successor thereto.

 

EASA - European Aviation Safety Agency or any successor thereto.

 

Excusable Delay - as defined in Clause 10.1.

 

Export Certificate of Airworthiness - an export certificate of airworthiness and/or Statement of Conformity issued by the Aviation Authority of the Delivery Location.

 

FAA - the U.S. Federal Aviation Administration or any successor thereto.

 

Final Price - as defined in Clause 3.3.

 

Goods and Services - any goods, excluding Aircraft, and services that may be purchased by the Buyer from the Seller or its designee.

 

Ground Training Services - 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.

 

GTC - means the General Terms and Conditions of Access to and Use of AirbusWorld set forth in Part 2 to Exhibit I.

 

Inexcusable Delay - as defined in Clause 11.1.

 

Initial Operator - the first operator of an Aircraft following Delivery to it hereunder.

 

LBA - Luftfahrt-Bundesamt of Germany or any successor thereto.

 

Major ACS - means ACS seats, ACS IFE and ACS connectivity equipment selectable as ACS Equipments from the A350XWB Family Aircraft Description Document.

 

Manufacture Facilities - the various manufacture facilities of the Seller, its Affiliates or any subcontractor, where the Airframe or its parts are manufactured or assembled.

 

Manufacturer Specification Change Notice (MSCN) - as defined in Clause 2.2.2.1.

 

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

 

Operator - any operator of any Aircraft following Delivery hereunder

 

Predelivery Payment - any of the payments made or to be made pursuant to Clause 5.3.

 

Predelivery Payment Reference Price - as defined in Clause 5.3.2.

 

Propulsion Systems - as set out in Clause 2.3.

 

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

 

Qualification Date - means, in relation to any relevant Aircraft, the deadline required by the Seller in the relevant Aircraft customization milestones chart or an alternative date as mutually agreed by the Seller, the Buyer and the ACS Supplier by which the Buyer must ensure that it has provided or caused the respective ACS Suppliers to provide the Seller with the BFE Engineering Definition in respect of the BFE Premium Class Seats and the DDP in respect of the Branded ACS Equipment.

 

 

	
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Ready for Delivery — with respect to any Aircraft, the time when (i) the Technical Acceptance Process has been completed in accordance with Clause 8 and (ii) all technical conditions required for the issuance of the Export Airworthiness Certificate and/or Statement of Conformity, as applicable, have been satisfied.

 

Scheduled Delivery Month - as defined in Clause 9.1.

 

Secured Area of Airbus World – as defined in Clause 14.10

 

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

 

Seller’s Representatives - the representatives of the Seller referred to in Clause 15.

 

Seller Representatives Services - the services provided by the Seller to the Buyer and from the Buyer to the Seller pursuant to Clause 15.

 

Seller Service Life Policy - as defined in Clause 12.2.

 

Spare Parts - the items of equipment and material that may be provided pursuant to Exhibit H.

 

Specification – 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.

 

Specification Change Notice (SCN) - as defined in Clause 2.2.1.

 

Standard Specification –the A350-900 Standard Specification or the A350-1000 Standard Specification, as applicable.

 

Supplier - any supplier of Supplier Parts.

 

Supplier Part - as defined in 12.3.1.1.2.

 

Supplier Product Support Agreement - as defined in 12.3.1.1.3.

 

Technical Coordination Meeting — has the meaning set out in Clause 18.2.3.

 

Technical Data - as defined in Clause 14.1.

 

Termination Event - as defined in Clause 20.1.

 

Total Loss - as defined in Clause 10.4

 

Training Conference - as defined in Clause 16.1.3.

 

Type Certificate - as defined in Clause 7.1

 

Warranted Part - as defined in Clause 12.1.1.

 

The definition of a singular in this Clause 0 will apply to plurals of the same words.

 

Except as provided in Clause 22.6.4, references in this Agreement to an exhibit, schedule, article, section, subsection or clause refer to the appropriate exhibit or schedule to, or article, section, subsection or clause in this Agreement.

 

 

	
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Each agreement defined in this Clause 0 will include all appendixes, exhibits and schedules thereto. If the prior written consent of any person is required hereunder for an amendment, restatement, supplement or other modification to any such agreement and the consent of each such person is obtained, references in this Agreement to such agreement will be to such agreement as so amended, restated, supplemented or modified.

 

References in this Agreement to any statute will be to such statute as amended or modified and in effect at the time any such reference is operative.

 

The term “including” when used in this Agreement means “including without limitation” except when used in the computation of time periods.

 

Technical and trade terms not otherwise defined herein will have the meanings assigned to them as generally accepted in the aircraft manufacturing industry.

 

 

	
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1 -
    	
 
    	
SALE   AND PURCHASE
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will sell and deliver to the Buyer, and the Buyer will   purchase and take delivery of the Aircraft from the Seller, subject to the   terms and conditions contained in this Agreement.
    


 

 

	
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2
    	
 
    	
SPECIFICATION
    
	
 
    	
 
    	
 
    
	
2.1
    	
 
    	
Aircraft   Specification
    
	
 
    	
 
    	
 
    
	
2.1.1
    	
 
    	
A350-900   Aircraft Specification
    
	
 
    	
 
    	
 
    
	
2.1.1.1
    	
 
    	
The Aircraft will be manufactured in   accordance with the A350-900 Standard Specification, a copy of which has been   annexed hereto as Exhibit A, as may already have been modified or varied   prior to the date of this Agreement by the Specification Change Notices   listed in Exhibit A-1.
    
	
 
    	
 
    	
 
    
	
2.1.1.2
    	
 
    	
[*]
    
	
 
    	
 
    	
 
    
	
2.1.1.3
    	
 
    	
The Seller agrees to inform the Buyer of   any Standard Specification evolutions that the Seller is offering for   incorporation in the A350-900 aircraft.
    
	
 
    	
 
    	
 
    
	
2.1.2
    	
 
    	
A350-1000 ADD —   Basic Features
    
	
 
    	
 
    	
 
    
	
2.1.2.1
    	
 
    	
The Buyer acknowledges that, at the date   of signature of this Agreement, the design development of the A350-1000 is in   the process of being finalized and that the Aircraft definition corresponding   to the Aircraft Base Price set forth in Clause 3 of the Agreement is   reflected by the basic aircraft features and functionalities set forth in the   Seller’s current reference document for the A350-1000 model, A350-1000 Aircraft Description Document — Basic   Features, Issue K dated as of 22nd October 2012 (the “Basic   ADD”), as may already have been modified or varied prior to the   date of this Agreement by the Specification Change Notices listed in   Exhibit A-2 (“ADD SCNs”).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, it is   understood that each such Basic ADD will be superseded by an initial “A350-1000 Standard Specification”, and   that the Aircraft will be manufactured in accordance with such Standard   Specification, as may already have been modified or varied by the ADD SCNs.   It is understood that, subject to the Seller’s certification, industrial and   commercial constraints, some equipment currently set forth in the Basic ADDs   may be replaced by equipment with equivalent functions, but that in no event   will such Standard Specification contain any fewer equivalent basic aircraft   features and functionalities than the Basic ADD.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
[*]
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller agrees to inform the Buyer of   any Standard Specification evolutions that the Seller is offering for   incorporation in the A350-1000 aircraft.
    
	
 
    	
 
    	
 
    
	
2.1.2.2
    	
 
    	
A350XWB   Aircraft — Comprehensive Offer
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In addition to the A350-900 Standard   Specification and the A350-1000 Basic ADD, and for the purpose of offering a   comprehensive view of the available standard and optional A350XWB aircraft   features for all three (3) models at the current stage of the development   process, the Seller has also issued an A350XWB   Family Aircraft Description Document. This document includes, in   addition to the basic aircraft features and functionalities set forth in the   A350-900 Standard Specification and the Basic ADD, under sections marked   “Customization”, the options foreseen at the date hereof. For the sake of   clarity, it is agreed and understood that such options
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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constitute the Seller’s customization offer. When such options call   for the installation of equipment, such equipment will be either SFE, ACS   Equipment or BFE.
    
	
 
    	
 
    	
 
    
	
2.1.2.3
    	
 
    	
In each of the A350-900 Standard Specification and the Basic ADD, an   appendix lists equipment that will be Airbus Contracted Suppliers (ACS) Equipment   to be fitted on the Aircraft. Such ACS Equipment will be supplied by   manufacturers qualified by the Seller as ACS Suppliers. Those contracted at   the date hereof are listed in the A350XWB Family Aircraft Description   Document.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer may proceed with the definition of the cabin exclusively   through the selection of catalogue cabin solutions and options (“Catalogue Items”) developed by the Seller in the then   applicable A350XWB Family Aircraft Description Document at the time of   customization, or may in addition thereto elect to opt for BFE Premium   Class Seats, as defined in Clause 18.1.11 hereunder.
    
	
 
    	
 
    	
 
    
	
2.1.2.4
    	
 
    	
Without prejudice to Clause 22.13 of the Agreement, in the event of   any inconsistency between the terms of this Agreement and the terms contained   in the A350-900 Standard Specification or the Basic ADD, the terms of this   Agreement will prevail over the terms of the A350-900 Standard Specification   or the Basic ADD, as applicable, to the extent of such inconsistency. For the   purpose of this Clause 2.1, the term Agreement will not include the A350-900   Standard Specification or the Basic ADD, as applicable.
    
	
 
    	
 
    	
 
    
	
2.1.3
    	
 
    	
Specification
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Aircraft will be manufactured in accordance with the   Specification.
    
	
 
    	
 
    	
 
    
	
2.2
    	
 
    	
Specification Amendment
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The parties understand and agree that the Specification may be further   amended following signature of this Agreement in accordance with the terms of   this Clause 2.
    
	
 
    	
 
    	
 
    
	
2.2.1
    	
 
    	
Specification Change Notice
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Specification may be amended by written agreement between the   parties in a Specification Change Notice (SCN). Each SCN will be   substantially in the form set out in Exhibit B1 and will set out the   SCN’s Aircraft embodiment rank and will 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. An SCN may result in   an adjustment of the Aircraft Base Price, which adjustment, if any, will 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 in this   Clause 2.
    
	
 
    	
 
    	
 
    
	
2.2.2.1
    	
 
    	
Manufacturer Specification Changes Notices
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Specification may be amended by the Seller through a Manufacturer   Specification Change Notice (“MSCN”), which will be substantially in the form   set out in Exhibit B2 hereto and will set out the MSCN’s Aircraft   embodiment rank as well as, in detail, the particular change to be made to   the Specification and the effect, if any, of such change on performance,   weight, Aircraft Base Price, Delivery Date of the Aircraft
    


 

 

	
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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 will be   accomplished without requiring the Buyer’s consent, if the MSCN adversely   affects the performance, weight, Aircraft Base Price, Delivery Date of the   Aircraft affected thereby or the interchangeability or replaceability   requirements under the Specification, the Seller will 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 will be deemed accepted by the Buyer and the   corresponding modification will be accomplished.
    
	
 
    	
 
    	
 
    
	
2.2.2.2
    	
 
    	
In the event of the Seller revising the Specification to incorporate   Development Changes, which have no adverse effect on any of the elements as   set forth in 2.2.2.1 above, such revision will be performed by the Seller   without the Buyer’s consent.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In such cases, the Buyer will have access to the details of such   changes through the relevant application in AirbusWorld.
    
	
 
    	
 
    	
 
    
	
2.3
    	
 
    	
Propulsion Systems
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Airframe will be equipped with a set   of two Rolls Royce Trent XWB engines (the “Propulsion   Systems”).
    


 

	
 
    	
 
    	
 
    	
 
    	
 

Rolls Royce Trent XWB

 
    	
 
    
	
 
    	
 
    	
 
    	
 

A350-900

 
    	
 

Rolls Royce Trent XWB84 (84,000 lbs thrust)

 
    	
 
    
	
 
    	
 
    	
 
    	
 

A350-1000

 
    	
 

Rolls Royce Trent XWB97 (97,000 lbs thrust)

 
    	
 
    


 

	
 
    	
 
    	
 
    


 

	
2.4
    	
 
    	
Customization Milestones Chart
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Within a reasonable period following signature of the Agreement, the   Seller will provide the Buyer with a customization milestones chart (the   “Customization Milestone Chart”), setting out how far in advance of the   Scheduled Delivery Month of the Aircraft:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
the Buyer needs to take certain decisions and actions; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
the Buyer needs to provide certain information and documentation; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
the Buyer shall select ACS Equipment and/or BFE Premium   Class Seats; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
the TCM for ACS Equipment or ITCM for BFE Premium Class Seats, if   applicable, shall be held; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
Qualification Date, if applicable, shall occur; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
·
    	
CDF shall occur.
    


 

 

	
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3
    	
 
    	
PRICES
    
	
 
    	
 
    	
 
    
	
3.1
    	
 
    	
Aircraft Base Price
    
	
 
    	
 
    	
 
    
	
3.1.1
    	
 
    	
The Aircraft Base Price is the sum of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
the base price of the Aircraft as defined in the Standard   Specification for A350-900 or Basic ADD for A350-1000 (excluding Buyer   Furnished Equipment and ACS Equipment), which is :
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
US $ [*]
    	
for A350-900
    
	
 
    	
 
    	
 
    	
US $ [*]
    	
for A350-1000
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
the sum of the base prices of any and all SCNs set forth in   Exhibit A-1 or Exhibit A-2, as applicable, which is :
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
US $ [*]
    	
for A350-900
    
	
 
    	
 
    	
 
    	
US $ [*]
    	
for A350-1000
    
	
 
    	
 
    	
 
    
	
3.1.2
    	
 
    	
The Aircraft Base Price has been established in accordance with the   average economic conditions prevailing in December 2010, January 2011,   February 2011 and corresponding to a theoretical delivery in   January 2012.
    
	
 
    	
 
    	
 
    
	
3.2
    	
 
    	
ACS Equipment Price
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The price and, if applicable, the price revision of ACS Equipment for   the Aircraft will be the subject of an agreement between the ACS Suppliers   and the Buyer and communicated to the Seller in accordance with Clause 18.2.4   of this Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, it is understood that ACS Equipment for   the Aircraft will be purchased by the Seller, in accordance with the agreed   terms as set forth in Clause 18.2.4, and invoiced to the Buyer in accordance   with Clause 3.3.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The following reference amounts (the   “ACS Reference Price”) may be used as a budgetary guide for the   ACS Equipment for the Buyer’s Aircraft:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
ACS Pax Seats and IFE Equipment:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
US $ [*]
    	
for A350-900
    
	
 
    	
 
    	
US $ [*]
    	
for A350-1000
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
at economic conditions prevailing for a theoretical delivery in   January 2012.
    
	
 
    	
 
    	
 
    
	
3.3
    	
 
    	
Final Price
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Final Price of the Aircraft will be the sum of:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
the Aircraft Base Price as adjusted to the applicable Delivery Date of   such Aircraft in accordance with Clause 4; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
the aggregate of all increases or decreases to the Aircraft Base Price   as agreed in any Specification Change Notice or part thereof applicable to   the
    
						


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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Aircraft subsequent to the date of this Agreement as adjusted to the   Delivery Date of such Aircraft in accordance with Clause 4; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
the price of any and all ACS Equipment selected by the Buyer in the   applicable Seller’s A350XWB Family   Aircraft Description Document and purchased by the Seller, either at   the then applicable catalogue price or in accordance with the terms and   conditions agreed between the Buyer and the ACS Suppliers and communicated to   the Seller as described in Clause 18.2.4; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iv)
    	
any other amount resulting from any other provisions of this Agreement   and/or any other written agreement between the Buyer and the Seller relating   to the Aircraft.
    


 

 

	
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4
    	
 
    	
PRICE REVISION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Aircraft Base Price and the base price of the SCNs relating to the   Airframe are subject to revision up to and including the Delivery Date in   accordance with the Aircraft Price Revision Formula, as set forth in   Exhibit “C”.
    


 

 

	
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5
    	
 
    	
PAYMENT TERMS
    
	
 
    	
 
    	
 
    
	
5.1
    	
 
    	
Seller’s Account
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer will pay the Predelivery Payments, the Balance of the Final   Price and any other amount due by the Buyer in immediately available funds in   United States dollars to:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Beneficiary Name: AIRBUS
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
account identification:  [*]
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
with:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
BNP PARIBAS
    
	
 
    	
 
    	
SWIFT: BNPAUS3NXXX
    
	
 
    	
 
    	
ABA: 026007689
    
	
 
    	
 
    	
Corporate Banking 787
    
	
 
    	
 
    	
Seventh Avenue
    
	
 
    	
 
    	
New York, NY 10019
    
	
 
    	
 
    	
USA
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
or to such other account as may be designated by the Seller in   writing.
    
	
 
    	
 
    	
 
    
	
5.2
    	
 
    	
INTENTIONALLY LEFT BLANK
    
	
 
    	
 
    	
 
    
	
5.3
    	
 
    	
Predelivery Payments
    
	
 
    	
 
    	
 
    
	
5.3.1
    	
 
    	
Predelivery Payments are nonrefundable (although amounts equal to   Predelivery Payments may be paid to the Buyer pursuant to Clause 11.3) and   will be paid by the Buyer to the Seller for the Aircraft.
    
	
 
    	
 
    	
 
    
	
5.3.2
    	
 
    	
The Predelivery Payment Reference Price for an Aircraft to be   delivered in calendar year T is determined in accordance with the following   formula:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
A =      [*]
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
where
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
A =      the predelivery payment   reference price for an Aircraft to be delivered in calendar year T;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Pb =     the Aircraft Base Price plus the ACS   Reference Price;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
N =      (T – 2012)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
T =      the year of Delivery of such   Aircraft.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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5.3.3
    	
 
    	
Predelivery Payments will be paid according to the following schedule:
    


 

	
 

Payment Date
    	
 
    	
 
    	
 
    	
Percentage of
   Predelivery Payment
    Reference Price
    
	
1st Payment
    	
 
    	
On signature of this Agreement
    	
 
    	
[*]%
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
No later than the first Business Day of each of the following months:
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
2nd Payment
    	
 
    	
-The [*] month before the Scheduled Delivery Month of each Aircraft
    	
 
    	
[*]%
    
	
3rd Payment
    	
 
    	
-The [*] month before the Scheduled Delivery Month of each Aircraft
    	
 
    	
[*]%
    
	
4th Payment
    	
 
    	
-The [*] month before the Scheduled Delivery Month of each Aircraft
    	
 
    	
[*]%
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
5th Payment
    	
 
    	
-The [*] month before the Scheduled Delivery Month of each Aircraft
    	
 
    	
[*]%
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
TOTAL PAYMENT PRIOR TO   DELIVERY
    	
 
    	
[*]%
    


 

	
 
    	
 
    	
In the event of the above schedule resulting in any Predelivery   Payment falling due prior to the date of signature of the Agreement, such   Predelivery Payments will be made upon signature of this Agreement.
    
	
 
    	
 
    	
 
    
	
5.3.4
    	
 
    	
The Seller will   be entitled to hold and use any Predelivery Payment as absolute owner   thereof, subject only to the obligation (such obligation itself subject to   the provisions of Clause 5.6) to deduct an amount equal to Predelivery   Payments from the Final Price of the Aircraft, when calculating the Balance   of the Final Price of the Aircraft. The Seller will be under no obligation to   segregate any Predelivery Payment, or any amount equal thereto, from the   Seller’s funds generally.
    
	
 
    	
 
    	
 
    
	
5.3.5
    	
 
    	
If (i) Predelivery Payment(s) [*] is overdue [*] (the “Late Predelivery Payment”); the Seller will have, in   addition to any remedy under the Agreement, no obligation to deliver any or   all of the Aircraft remaining to be delivered under the Agreement within   their respective Scheduled Delivery Month(s).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upon receipt of the full amount of all delayed Predelivery Payments,   together with any amount due pursuant to Clause 5.7, the Seller will inform   the Buyer of new Scheduled Delivery Month(s) consistent with the   Seller’s other commitments and production capabilities.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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5.4
    	
 
    	
Payment of Balance of the Final Price of the Aircraft
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Before the   Delivery Date or concurrent with the Delivery of each Aircraft, the Buyer   will pay to the Seller the Final Price of such Aircraft less the full amount   of all Predelivery Payments received by the Seller for such Aircraft (the   “Balance of the Final Price”)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller’s   receipt of the full amount of all Predelivery Payments and of the Balance of   the Final Price of the Aircraft, including any amounts due under Clause 5.8,   are a condition precedent to the Seller’s obligation to deliver such Aircraft   to the Buyer.
    
	
 
    	
 
    	
 
    
	
5.5
    	
 
    	
Taxes
    
	
 
    	
 
    	
 
    
	
5.5.1
    	
 
    	
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 country of the delivery location of the   Aircraft and accordingly the Buyer shall pay any VAT chargeable in respect of   supplies to the Buyer as contemplated by this Agreement.
    
	
 
    	
 
    	
 
    
	
5.5.2
    	
 
    	
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 of any of the Aircraft, services, instructions and data delivered or   furnished under the Agreement provided such charges have been promulgated and   are enforceable under the laws of the country of the delivery location of the   Aircraft.
    
	
 
    	
 
    	
 
    
	
5.5.3
    	
 
    	
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 5.6.2 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 or   the relevant lessee’s country, as applicable, and/or any withholdings or   deductions levied or required in the Buyer’s country in respect of the   payment to the Seller of any amount due by the Buyer under this Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
[*]
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Taxes” means any present or future   tax, stamp or other taxes, levies, imposts, duties, charges, fees, deductions   or withholdings, now or hereafter imposed, levied, collected, withheld or   assessed by any governmental authority or any political subdivision or taxing   authority thereof or therein.
    
	
 
    	
 
    	
 
    
	
5.6
    	
 
    	
Application of Payments
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding   any other rights the Seller may have at contract or at law, the Buyer and the   Seller hereby agree that should any amount (whether under this Agreement or   under any other agreement between the Buyer and its Affiliates on the one   hand and the Seller and its Affiliates on the other hand and whether at the   stated maturity of such amount, by acceleration or otherwise) become due and   payable by the Buyer or its Affiliates, and not be paid in full in   immediately available funds on the date due, then the Seller will have the   right to debit and apply, in whole or in part, the Predelivery Payments paid   to the Seller by the Buyer against such unpaid amount. The Seller will   promptly notify the Buyer in writing after such debiting and application, and   the Buyer will immediately pay to the Seller the amount required to comply   with Clause 5.3.3.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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5.7
    	
 
    	
Overdue Payments
    
	
 
    	
 
    	
 
    
	
5.7.1
    	
 
    	
If any payment due to the Seller under this Agreement including but   not limited to any Predelivery Payment, commitment fee, option fee 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 will be entitled to claim from the Buyer, and the Buyer will promptly   pay to the Seller upon receipt of such claim, an agreed fixed amount destined   to compensate the Seller for the negative consequences, costs, losses and   expenses, that the Seller may suffer as a result of such late payment. The   amount of such compensation will be calculated using [*] on the amount of such overdue payment, counting from and including   the due date of payment up to the day prior to the date when the payment is   received by the Seller. The Seller’s right to receive such interest will be   in addition to any other rights of the Seller hereunder or at law.
    
	
 
    	
 
    	
 
    
	
5.8
    	
 
    	
Proprietary Interest
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding   any provision of law to the contrary, the Buyer will 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.
    
	
 
    	
 
    	
 
    
	
5.9
    	
 
    	
Payment in Full
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer’s   obligation to make payments to the Seller hereunder will not be affected by   and will be determined without regard to any setoff, counterclaim,   recoupment, defense or other right that the Buyer may have against the Seller   or any other person and all such payments will be made without deduction or   withholding of any kind. The Buyer will ensure that the sums received by the   Seller under this Agreement will 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, duties or charges of   whatever nature, except that if the Buyer is compelled by law to make any   such deduction or withholding the Buyer will pay such additional amounts to   the Seller as may be necessary so that the net amount received by the Seller   after such deduction or withholding will equal the amounts that would have   been received in the absence of such deduction or withholding.
    
	
 
    	
 
    	
 
    
	
5.10
    	
 
    	
Other Charges
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Unless expressly   stipulated otherwise, any charges due under this Agreement other than those   set out in Clauses 5.2, 5.3 and 5.8 will be paid by the Buyer at the same   time as payment of the Balance of the Final Price or, if invoiced after the   Delivery Date, within thirty (30) days after the invoice date.
    
	
 
    	
 
    	
 
    
	
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 purchase   agreement for aircraft between the Buyer and the Seller and/or any of their   respective Affiliates (the “Other Agreement”), the Seller may:
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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(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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The rights granted to the Seller in the preceding paragraphs   (i) and (ii) are without prejudice and are in addition to and will   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.
    
	
 
    	
 
    	
 
    
	
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   will notify the Buyer to that effect. Within three (3) working days of issuance   of such notification, the Buyer will 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, will entitle the   Seller to (i) collect interest on such unpaid amount in accordance with   Clause 5.8.1 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 will be   entitled to the remedies available under Clause 20.2 of the Agreement.
    


 

 

	
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6
    	
 
    	
MANUFACTURE PROCEDURE - INSPECTION
    
	
 
    	
 
    	
 
    
	
6.1
    	
 
    	
Manufacture Procedures
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Airframe will be manufactured in accordance with all of the   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 authorized representatives (the “Buyer’s Inspector(s)”) will be entitled to inspect the   manufacture of the Airframe and all materials and parts obtained by the   Seller for the manufacture of the Airframe (the “Inspection”)   on the following terms and conditions;
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
any Inspection will be conducted pursuant to the Seller’s system of   inspection and the relevant Airbus procedures, as developed under the   supervision of the relevant Aviation Authority;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
the Buyer’s Inspector(s) will have access to such relevant   technical documentation 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) will be at reasonable   times during business hours and will take place in the presence of the   relevant inspection department personnel of the Seller;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iv)
    	
the Inspections will 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) will 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 will 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 starting from a mutually   agreed date until the Delivery Date, the Seller will furnish without   additional charge suitable space and office equipment in or conveniently   located with respect to the Delivery Location for the use of a reasonable number   of Buyer’s Inspector(s).
    


 

 

	
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7
    	
 
    	
CERTIFICATION
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Except as set forth in this Clause 7, the Seller will not be required   to obtain any certificate or approval with respect to the Aircraft.
    
	
 
    	
 
    	
 
    
	
7.1
    	
 
    	
Type Certification
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Aircraft have been type certificated under EASA and FAA procedures   for joint certification in the transport category. The Seller will obtain or   cause to be obtained the relevant type certificate (the “Type Certificate”) to allow the issuance   of the Export Certificate of Airworthiness or, as Aircraft are to be   registered in a Member State of the European Community, the Statement of   Conformity..
    
	
 
    	
 
    	
 
    
	
7.2
    	
 
    	
Export Certificate of Airworthiness
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Aircraft will be delivered to the Buyer with an Export Certificate   of Airworthiness and/or with a Statement of Conformity, as applicable.
    
	
7.2.1
    	
 
    	
Subject to the provisions of Clause 7.3, the Aircraft will be   delivered to the Buyer with an Export Certificate of Airworthiness and in a   condition enabling the Buyer to obtain at the time of Delivery a Standard   Airworthiness Certificate issued pursuant to Part 21 and Part 26 of   the US Federal Aviation Regulations and a Certificate of Sanitary   Construction issued by the U.S. Public Health Service of the Food and Drug   Administration. However, the Seller will have no obligation to make and will   not be responsible for any costs of alterations or modifications to such   Aircraft to enable such Aircraft to meet FAA Part 121 and Part 129   or U.S. Department of Transportation requirements for specific operation on   the Buyer’s and/or Initial Operator routes, whether before, at or after   Delivery of any Aircraft. [*]
    
	
 
    	
 
    	
 
    
	
7.2.2
    	
 
    	
If, any time before the date on which the Aircraft is Ready for   Delivery, any law, rule or regulation is enacted, promulgated, becomes   effective and/or an interpretation of any law, rule or regulation is   issued by the EASA that requires any change to the Specification for the   purposes of obtaining the Export Certificate of Airworthiness (a “Change in Law”), the Seller will make the required   modification and the parties hereto will sign an SCN 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 will 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, rule or regulation or   interpretation that could become a Change in Law, in order to minimize the   costs of changes to the Specification as a result of such proposed law, regulation   or interpretation becoming effective before the applicable Aircraft is Ready   for Delivery.
    
	
 
    	
 
    	
 
    
	
7.3
    	
 
    	
Cost of SCNs for Certification
    
	
 
    	
 
    	
 
    
	
7.3.1
    	
 
    	
The cost of implementing the required modifications referred to in   Clause 7.2.2 will be:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
for the account of the Seller if the Change in Law became effective   before the date of this Agreement, and
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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(ii)
    	
shared equally by the Seller and the Buyer if the Change in Law   becomes effective after the date of this Agreement but before the Aircraft is   Ready for Delivery.
    
	
 
    	
 
    	
 
    
	
7.3.2
    	
 
    	
Notwithstanding the provisions of Clause 7.3.1, if a Change in Law   relates to an item of BFE or to the Propulsion Systems the costs related   thereto will be borne in accordance with such arrangements as may be made   separately between the Buyer and the manufacturer of the BFE or the   Propulsion Systems, as applicable, and the Seller will have no obligation   with respect thereto.
    
	
 
    	
 
    	
 
    
	
7.4
    	
 
    	
Validation of Export Airworthiness   Certificate or Statement of Conformity
    
	
 
    	
 
    	
 
    
	
7.4.1
    	
 
    	
The Seller shall provide its best reasonable efforts to obtain the   validation of the Type Certificate by the Buyer’s or the Initial Operator’s   Aviation Authority.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upon the Buyer’s request, to be provided   to the Seller with adequate notice and no later than [*] months prior the Aircraft Delivery, the Seller   shall identify the changes that may be required in order for an Aircraft to   be eligible for a standard airworthiness certificate to be issued by the   airworthiness authority designated by the Buyer for the registration of such   Aircraft (the “Designated Airworthiness Authority”).
    
	
 
    	
 
    	
 
    
	
7.4.2
    	
 
    	
Where the Buyer’s or the Initial Operator’s Designated Airworthiness   Authority requires a modification to comply with additional import aviation   operational requirements and/or supply of additional data prior to the   issuance of the Export Airworthiness Certificate, the Seller shall   incorporate such modification at costs to be borne by the Buyer and/or   provide any such services/data at no charge to 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.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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8
    	
 
    	
TECHNICAL ACCEPTANCE
    
	
 
    	
 
    	
 
    
	
8.1
    	
 
    	
Technical Acceptance Process
    
	
 
    	
 
    	
 
    
	
8.1.1
    	
 
    	
Prior to Delivery, the Aircraft will undergo a technical acceptance   process developed by the Seller (the “Technical   Acceptance Process”). Completion of the Technical Acceptance   Process will demonstrate the satisfactory functioning of the Aircraft and   will 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 will 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 will:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
commence on a date notified by the Seller to the Buyer by no less than   ten (10) days notice,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
take place at the Delivery Location,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iii)
    	
be carried out by the personnel of the Seller, and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iv)
    	
include a technical acceptance flight which will not exceed three   (3) hours (the “Technical Acceptance   Flight”), [*].
    
	
 
    	
 
    	
 
    
	
8.2
    	
 
    	
Buyer’s Attendance
    
	
 
    	
 
    	
 
    
	
8.2.1
    	
 
    	
The Buyer will be entitled to attend the Technical Acceptance Process   and notification of the start of such Technical Acceptance Process will be   done in accordance with Clause 9.1.2.
    
	
 
    	
 
    	
 
    
	
8.2.2
    	
 
    	
If the Buyer elects to attend the Technical Acceptance Process, the   Buyer:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
will comply with the reasonable requirements of the Seller, with the   intention of completing the Technical Acceptance Process within seven   (7) Business Days after its commencement, and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
may have a maximum of six (6) of the Buyer’s representatives (no   more than three (3) of whom will have access to the cockpit at any one   time) accompany the Seller’s representatives on the Technical Acceptance   Flight, during which the Buyer’s representatives will comply with the   instructions of the Seller’s representatives.
    
	
 
    	
 
    	
 
    
	
8.2.3
    	
 
    	
If the Buyer does not attend or fails to cooperate in the Technical   Acceptance Process, the Seller will be entitled to complete the Technical   Acceptance Process and the Buyer will be deemed to have accepted the   Technical Acceptance Process as satisfactory in all respects.
    
	
 
    	
 
    	
 
    
	
8.3
    	
 
    	
Certificate of Acceptance
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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Upon successful completion of the Technical Acceptance Process, the   Buyer will, 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
    	
 
    	
Finality of Acceptance
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer’s signature of the Certificate of Acceptance for the   Aircraft will constitute waiver by the Buyer of any right it may have, under   the Uniform Commercial Code as adopted by the State of New York or otherwise,   to revoke acceptance of the Aircraft for any reason, whether known or unknown   to the Buyer at the time of acceptance.
    
	
 
    	
 
    	
 
    
	
8.5
    	
 
    	
Aircraft Utilization
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will, 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. Such use will not limit the   Buyer’s obligation to accept Delivery of the Aircraft hereunder.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
[*]
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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9
    	
 
    	
DELIVERY
    
	
 
    	
 
    	
 
    
	
9.1
    	
 
    	
Delivery Schedule
    
	
 
    	
 
    	
 
    
	
9.1.1
    	
 
    	
Subject to Clauses 2, 7, 8, 10 and 18, the Seller will have the   Aircraft Ready for Delivery at the Delivery Location within the following   months:
    


 

	
Aircraft
    	
 
    	
Delivery Month
    	
 
    	
Aircraft Type
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Aircraft N°1
    	
 
    	
[*]
    	
2018
    	
 
    	
A350-900
    
	
Aircraft N°2
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°3
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°4
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°5
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°6
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°7
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°8
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°9
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°10
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°11
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°12
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°13
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°14
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°15
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°16
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°17
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-1000
    
	
Aircraft N°18
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°19
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°20
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-1000
    
	
Aircraft N°21
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°22
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-900
    
	
Aircraft N°23
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-1000
    
	
Aircraft N°24
    	
 
    	
[*]
    	
[*]
    	
 
    	
A350-1000
    
	
Aircraft N°25
    	
 
    	
[*]
    	
2022
    	
 
    	
A350-1000
    


 

	
 
    	
 
    	
Each of such months will be, with respect   to the corresponding Aircraft, the “Scheduled   Delivery Month”.
    
	
 
    	
 
    	
 
    
	
9.1.2
    	
 
    	
[*]
    
	
 
    	
 
    	
 
    
	
9.1.3
    	
 
    	
[*]
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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[*]
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
9.2
    	
 
    	
Delivery
    
	
 
    	
 
    	
 
    
	
9.2.1
    	
 
    	
The Buyer will send its representatives to the Delivery Location to   take Delivery of, and collect, the Aircraft within seven (7) days after   the date on which the Aircraft is Ready for Delivery and will pay the Balance   of the Final Price on or before the Delivery Date.
    
	
 
    	
 
    	
 
    
	
9.2.2
    	
 
    	
The Seller will deliver and transfer good title to the Aircraft to the   Buyer free and clear of all encumbrances (except any liens or encumbrances   created by or on behalf of the Buyer) provided that the Balance of the Final   Price of such Aircraft 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 will 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 of the Aircraft as may reasonably be   requested by the Buyer. Title to and risk of loss of or damage to the   Aircraft will pass to the Buyer contemporaneously with the delivery by the   Seller to the Buyer of such Bill of Sale.
    
	
9.2.3.1
    	
 
    	
Within the period set forth in Clause 9.2.1 above, if the Buyer fails   to (i) deliver the signed Certificate of Acceptance to the Seller, or   (ii) pay the Balance of the Final Price of the Aircraft to the Seller,   then the Buyer will be deemed to have rejected Delivery wrongfully when the   Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection   arises, and in addition to the remedies of Clause 5.7.1, (a) the Seller   will retain title to the Aircraft and (b) the Buyer will 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   the Buyer’s rejection (including but not limited to risk of loss of or damage   to the Aircraft), it being understood that the Seller will be under no duty   to the Buyer to store, park, insure or otherwise protect the Aircraft. These   rights of the Seller will be in addition to the Seller’s other rights and   remedies in this Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
9.3
    	
 
    	
Fly Away
    
	
 
    	
 
    	
 
    
	
9.3.1
    	
 
    	
The Buyer, the Initial Operator and the Seller will cooperate 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 will be borne by the Buyer or the Initial Operator, as applicable. The Buyer or the Initial Operator, as applicable, will make direct arrangements with the supplying companies for the fuel and oil required for all post-Delivery flights.

 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

                                                 

	
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10
    	
 
    	
EXCUSABLE DELAY AND TOTAL LOSS
    
	
 
    	
 
    	
 
    
	
10.1
    	
 
    	
The Seller and any Affiliate of the   Seller will not be responsible or be deemed to be in default of its   obligations under this Agreement on account of delays in delivery or failure   to deliver or other delays or failures in the performance of this Agreement,   any part hereof, due to causes reasonably beyond the Seller’s control or not   occasioned by the Seller’s fault or negligence of which Seller has notified   Buyer in accordance with this sub-Clause 10.1 (“Excusable   Delay”), including but not being limited to: acts of God or the   public enemy, natural disasters, fires, floods, explosions or earthquakes;   epidemics or quarantine restrictions; serious accidents; total or   constructive total loss; any law, decision, regulation, directive or other   act (whether or not having the force of law) of any government or of the   Council of the European Community or the Commission of the European Community   or of any national, Federal, State, municipal or other governmental   department, commission, board, bureau, agency, court or instrumentality,   domestic or foreign; governmental priorities or regulations or orders   affecting allocation of materials or facilities or a completed Aircraft; war,   civil war and warlike operations, terrorism, insurrection or riots; strikes   or labor troubles causing cessation, slow down or interruption of work; delay   after due and timely diligence in obtaining any airworthiness or type   certification; inability after due and timely diligence to procure materials,   accessories, equipment or parts; general hindrance in transportation. It is   expressly understood and agreed that (i) any delay in delivery or   otherwise in the performance of this Agreement by the Seller due in whole or   in part to any delay in or failure of the delivery of, or any other event or   circumstance relating to, the Propulsion Systems or Buyer Furnished Equipment   or (ii) any delay caused by the Buyer’s negligence or the Buyer’s fault   will each constitute Excusable Delay for the Seller. The Seller will as soon   as practicable after becoming aware of any delay falling within the   provisions of this sub-Clause 10.1 (i) exert all reasonable best efforts   to minimize the effects of such occurrence, (ii) notify the Buyer of   such delay and of the probable extent thereof and (iii) subject to the   following provisions, as soon as practicable after the removal of the cause   or causes for delay notify Buyer of the actual extent of the delay and resume   the performance of those obligations affected under this Agreement. Seller   will use due and timely diligence and all reasonable efforts to remove the   cause or causes for delay.
    
	
 
    	
 
    	
 
    
	
10.2
    	
 
    	
In the event that the delivery of an   Aircraft will be delayed by reason of an Excusable Delay for a period of more   than eighteen (18) months after the end of the calendar month in which   delivery is otherwise required hereunder, the Buyer will be entitled to   terminate this Agreement with respect to such Aircraft upon notice given to   the Seller within thirty (30) days after the expiration of such eighteen (18)   month period. In the event such delay will continue for an additional six   (6) month period after the expiration of such eighteen (18) month   period, either party will have the option to terminate this Agreement with   respect to such Aircraft upon notice given to the other within thirty (30)   days after the end of such additional six (6) month period. Such   termination will discharge all obligations and liabilities of the parties   hereunder with respect to such Aircraft, [*]. Notwithstanding the provisions of   Clause 19, the Buyer will not be entitled [*] to terminate this Agreement as to any   Aircraft under this Clause 10 by reason of an Excusable Delay if such delay   is caused by the negligence or fault of the Buyer or its representatives.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

                                                 

	
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10.3
    	
 
    	
If the Seller concludes, based on its   appraisal of the facts, that, due to Excusable Delay, delivery of an Aircraft   will be delayed for a period of more than eighteen (18) months after the end   of the calendar month in which delivery is otherwise required (unless the   Seller concludes that, by reason of any Excusable Delay, delivery of such   Aircraft will not occur), and as a result thereof in good faith and in   accordance with its normal scheduling procedures internally reschedules   delivery of such Aircraft to a date reflecting such delays, the Seller will   notify the Buyer in writing of such delay and rescheduling or, as the case   may be, of such non-delivery, (i) in the event of such delay or   non-delivery, Buyer may terminate this Agreement or (ii) in the event of   such non-delivery Seller may terminate this Agreement as to such Aircraft in   each case by giving written notice to the other party within thirty (30) days   after receipt by the Buyer of such notice of anticipated delay. Such   termination will discharge all obligations and liabilities of the Buyer and   Seller hereunder to the extent related to such Aircraft [*]. Notwithstanding the provisions of Clause 19,   the Buyer will not be entitled [*] to terminate this Agreement as to any Aircraft   under this Clause 10 by reason of an Excusable Delay if such delay is caused   by the negligence or fault of the Buyer or its representative.
    
	
 
    	
 
    	
 
    
	
10.4
    	
 
    	
If, following notice of an anticipated   delay under sub-Clause 10.3, this Agreement, with respect to the affected   Aircraft, is not terminated in accordance with the provisions of such   sub-Clause, then the time of delivery otherwise required hereunder will be   extended by a period equal to the delay specified in such notice.
    
	
 
    	
 
    	
 
    
	
10.5
    	
 
    	
If an event occurs prior to delivery of   an Aircraft which could result in such Aircraft being lost, destroyed or   damaged beyond economic repair (“Total Loss”),   the Seller will immediately notify Buyer of the occurrence of such event with   the understanding that the Seller is still making its determination of what   consequences such event has on the Aircraft. Should the Aircraft be subject   to a Total Loss prior to delivery further to such event, a further notice   will specify the earliest date reasonably possible, consistent with the   Seller’s other contractual commitments and production capabilities, by which   the Seller would be able to deliver a replacement for such Aircraft. This   Agreement will terminate as to such Aircraft unless the Buyer gives the   Seller written notice, within forty-five (45) days after receipt by the Buyer   of the notice from the Seller of such Total Loss, that the Buyer desires the   Seller to manufacture and deliver to the Buyer a replacement for such   Aircraft. If the Buyer gives such notice to the Seller, the Seller will   manufacture and deliver to the Buyer, at the earliest date reasonably   possible consistent with the Seller’s other contractual commitments and   production capabilities, an aircraft to replace the Aircraft subject to Total   Loss, and the parties will execute an amendment to the Agreement to which   such Aircraft subject to Total Loss related to evidence the delivery date for   such replacement aircraft; provided, however, that nothing herein will   obligate the Seller to manufacture and deliver such replacement aircraft if   such manufacture would require the reactivation of its production line for   the model of aircraft purchased hereunder. The terms and conditions of this   Agreement applicable to the Aircraft subject to Total Loss will apply to the   replacement aircraft. In the event of termination of this Agreement as to an   Aircraft subject to Total Loss, the obligations and liabilities of the   parties hereunder to the extent related to such Aircraft will be discharged. [*]
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

                                                 

	
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10.6
    	
 
    	
The termination provisions set forth in   this Clause 10 are in substitution for any other rights of termination set   forth in the Uniform Commercial Code or any other applicable law, statute or   regulation or otherwise by virtue of an Excusable Delay or the loss,   destruction or damage beyond economic repair of an Aircraft.
    
	
 
    	
 
    	
 
    
	
10.7
    	
 
    	
Termination Rights Exclusive
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If this Agreement is terminated as provided for under the terms of   Clauses 10.3 or 10.4, such termination will 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 under the Agreement.
    
	
 
    	
 
    	
 
    
	
10.8
    	
 
    	
Remedies
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER   FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE   COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT   WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT   LIMITATION, ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC   PERFORMANCE. THE BUYER WILL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE   THE BENEFITS PROVIDED IN THIS CLAUSE 10 WHERE THE DELAY REFERRED TO IN THIS   CLAUSE 10 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS   REPRESENTATIVES.
    


 

 

	
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11
    	
 
    	
INEXCUSABLE DELAY
    
	
 
    	
 
    	
 
    
	
11.1
    	
 
    	
Should an Aircraft not be ready for   delivery to the Buyer within thirty (30) days after the date specified in   Clause 9 hereof (as such date may be changed pursuant to this Agreement),   except as a result of such delays or failures to deliver as are covered by   Clause 10, the provisions of this Clause 11 will be applicable [*].
    
	
 
    	
 
    	
 
    
	
11.2
    	
 
    	
Except as provided for in any other part   of the Agreement, the total liability of the Seller under this Clause 11 with   respect to any Aircraft will in no event exceed the amount of [*] US Dollars (USD [*]) plus any amounts referred to in   sub-Clauses 11.3 or 11.4 if applicable.
    
	
 
    	
 
    	
 
    
	
11.3
    	
 
    	
In the event that an Aircraft is not   ready for delivery to the Buyer for a period in excess of fifteen (15) months after the date specified   in Clause 9.1.1 hereof (as such date may be changed pursuant to this   Agreement), the Buyer will have the further right, exercisable by written   notice to the Seller given not less than one (1) month nor more than two   (2) months after the expiration of such fifteen (15) month period, to terminate this Agreement in   respect only of the affected Aircraft; whereupon the Seller will pay the   Buyer, within one (1) month after receipt of such notice, an amount   equal to all Predelivery Payments made by the Buyer to the Seller in relation   to such Aircraft [*].
    
	
 
    	
 
    	
 
    
	
11.4
    	
 
    	
In the event that an Aircraft is not   ready for delivery to the Buyer for a period in excess of eighteen (18) months after the date   specified in clause 9.1.1 hereof (as such date may be changed pursuant to   this Agreement), either party will have the right, exercisable by written   notice to the other party given not less than one (1) month nor more   than two (2) months after expiration of such eighteen (18) month period, to terminate this Agreement in   respect only of the affected Aircraft whereupon the Seller will pay the   Buyer, within one (1) month after such notice, an amount equal to all   Predelivery Payments made by the Buyer to the Seller in relation to such   Aircraft [*].
    
	
 
    	
 
    	
 
    
	
11.5
    	
 
    	
Notwithstanding anything to the contrary   contained herein, the Buyer will have the right to direct the Seller to apply   any and all sums previously paid by the Buyer to the Seller with respect to   an Aircraft subject to the provisions of this Clause 11 first to the payment   of any other amounts owing from the Buyer to the Seller or any affiliate   thereof under any agreement between them.
    
	
 
    	
 
    	
 
    
	
11.6
    	
 
    	
Remedies
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
THIS CLAUSE 11, AS AMENDED BY THE PARTIES   IN WRITING, SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS   IN DELIVERY OR FAILURE TO DELIVER, OTHER THAN SUCH DELAYS AS ARE COVERED BY   CLAUSE 10, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE   BE ENTITLED IN RESPECT THEREOF, INCLUDING WITHOUT LIMITATION ANY RIGHTS   TO INCIDENTAL AND CONSEQUENTAIL DAMAGES OR SPECIFIC PERFORMANCE.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

                                                 

	
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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” will mean any Seller proprietary component,   equipment, accessory or part or software, which is installed on an Aircraft   at Delivery thereof and
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
which is manufactured to the detailed design of the Seller or a   subcontractor of the Seller and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
which bears a part number of the Seller at the time of such Delivery.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Subject to the conditions and limitations as hereinafter provided for   and except as provided for in Clause 12.1.2, the Seller warrants to the Buyer   that each Aircraft and each Warranted Part will 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   such portions are estimates or approximations or design aims.
    
	
 
    	
 
    	
 
    
	
12.1.2
    	
 
    	
Exclusions
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The warranties set forth in Clause 12.1.1 will 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, will 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, will 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
    


 

 

	
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The warranties set forth in Clauses 12.1.1 and 12.1.2 will be limited   to those defects that become apparent within [*] months   after Delivery of the affected Aircraft (the “Warranty Period”).
    
	
 
    	
 
    	
 
    
	
12.1.4
    	
 
    	
Limitations of Warranty
    
	
 
    	
 
    	
 
    
	
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 for the future purchase of goods and services (not including   Aircraft or aircraft) 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 will 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 will not be responsible, nor be deemed to be in   default on account of any delay in Delivery of any Aircraft or otherwise in   respect of the performance of this Agreement, due to the Seller’s undertaking   to make such correction and provided further
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
that, rather than accept a delay in the Delivery of any such Aircraft,   the Buyer and the Seller may agree to deliver such Aircraft with subsequent   correction of the defect by the Buyer at the Seller’s expense, or the Buyer   may elect to accept Delivery and thereafter file a Warranty Claim as though   the defect had become apparent immediately after Delivery of such Aircraft.
    
	
 
    	
 
    	
 
    
	
12.1.4.3
    	
 
    	
Cost of inspection
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In addition to the remedies set forth in Clauses 12.1.4.1 and   12.1.4.2, the Seller will reimburse the direct labor costs incurred 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 will 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 will be the Inhouse Warranty   Labor Rate, and
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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(iv)
    	
the manhours used to determine such reimbursement will 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 [*];
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iii)
    	
the Buyer having submitted to the Seller evidence reasonably   satisfactory to the Seller that the claimed defect is due to a matter covered   under the provisions of this Clause 12.1 and that such defect has not   resulted from any act or omission of the Buyer, including but not limited to,   any failure to operate and maintain the affected Aircraft or part thereof in   accordance with the standards set forth in Clause 12.1.10 or from any act or   omission of any third party;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iv)
    	
the Seller having received a Warranty Claim complying with the   provisions of Clause 12.1.6 below.
    
	
 
    	
 
    	
 
    
	
12.1.6
    	
 
    	
Warranty Administration
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The warranties set forth in Clause 12.1 will be administered as   hereinafter provided for:
    
	
 
    	
 
    	
 
    
	
12.1.6.1
    	
 
    	
Claim Determination
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Determination as to whether any claimed defect in any Warranted   Part is a valid Warranty Claim will be made by the Seller and will be   based upon the claim details, reports from the Seller’s Representatives,   historical data logs, inspections, tests, findings during repair, defect   analysis and other relevant documents and information.
    
	
 
    	
 
    	
 
    
	
12.1.6.2
    	
 
    	
Transportation Costs
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The cost of transporting a Warranted Part claimed to be defective   to the facilities designated by the Seller will be borne by the Buyer and for   the return therefrom of a repaired or replaced Warranted Part will be   borne by the Seller.
    
	
 
    	
 
    	
 
    
	
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 will bear the direct costs of fuel and landing   fees to and from the Seller’s facilities for such return of the Aircraft. The   Buyer will make reasonable efforts to minimize the duration of the   corresponding flights.
    
	
 
    	
 
    	
 
    
	
12.1.6.4
    	
 
    	
On Aircraft Work by the Seller
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION   VERSION – Air Lease Corporation
    	
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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 will 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 will agree on a schedule and place   for the work to be performed.
    
	
 
    	
 
    	
 
    
	
12.1.6.5
    	
 
    	
Warranty Claim Substantiation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Each Warranty Claim filed by the Buyer under this Clause 12.1 will   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 will at all times   remain with the Buyer, except that:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
when the Seller has possession of a returned Aircraft, component,   accessory, equipment or part to which the Buyer has title, the Seller will   have such responsibility therefor as is chargeable by law to a bailee for   hire, but the Seller will not be liable for loss of use, and;
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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(ii)
    	
title to and risk of loss of a returned component, accessory,   equipment or part will pass to the Seller upon shipment by the Seller to the   Buyer of any item furnished by the Seller to the Buyer as a replacement   therefor.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upon the Seller’s shipment to the Buyer of any replacement component,   accessory, equipment or part provided by the Seller pursuant to this Clause   12.1, title to and risk of loss of such replacement component, accessory,   equipment or part will pass to the Buyer.
    
	
 
    	
 
    	
 
    
	
12.1.6.7
    	
 
    	
Rejection
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will provide reasonable written substantiation in case of   rejection of a Warranty Claim. In such event the Buyer will refund to the   Seller reasonable inspection and test charges incurred in connection   therewith.
    
	
 
    	
 
    	
 
    
	
12.1.6.8
    	
 
    	
Inspection
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller, at its own cost, will 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 will 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 [*] (US$ [*]). The Buyer’s   notification will include sufficient detail regarding the defect, estimated   labor hours and material to allow the Seller to ascertain the reasonableness   of the estimate. The Seller agrees to use all reasonable efforts to ensure a   prompt response and will 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
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION   VERSION – Air Lease Corporation
    	
Page 37 of 158

 
    
	
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The Seller will 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 will be subject to the provisions of   Clause 12.1.6.2. Furthermore, the Seller will have the right to have a Seller   Representative present during the disassembly, inspection and testing of any   Warranted Part claimed to be defective, subject to such presence being   practical and not unduly delaying the repair.
    
	
 
    	
 
    	
 
    
	
12.1.7.4
    	
 
    	
Inhouse Warranty Claim Substantiation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Claims for Inhouse Warranty credit will be filed within the time   period set forth in Clause 12.1.5 (ii) and will contain the same   information as that required for Warranty Claims under Clause 12.1.6.5 and in   addition will 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 will 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 will be counted. Any manhours required for maintenance work   concurrently being carried out on the Aircraft or the Warranted   Part will not be included.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
The manhours permissible above will be multiplied by an agreed labor   rate (“Inhouse Warranty Labour Rate”)   of either:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(i)
    	
the Inhouse Warranty Labour Rate   applicable pursuant to any existing agreement between the Seller and the   Operator of the Aircraft in the event such Operator operates Airbus aircraft,   or
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(ii)
    	
a labor rate to be agreed between the   Buyer and the Seller and corresponding to the Inhouse Warranty Labour Rate   generally
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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applicable to operators of Airbus   aircraft in the region, in the event that the Operator of the Buyer’s   Aircraft is not already an Airbus aircraft operator.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(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.
    
	
 
    	
 
    	
 
    
	
12.1.7.6
    	
 
    	
Limitation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer will in no event be credited for repair costs (including   labor and material) for any Warranted Part in excess of sixty-five per   cent (65%) of the Seller’s current catalogue price for a replacement of such   defective Warranted Part.
    
	
 
    	
 
    	
 
    
	
12.1.7.7
    	
 
    	
Scrapped Material
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer will retain any defective Warranted Part beyond   economic repair and any defective part removed from a Warranted   Part during repair for a period of either one hundred twenty (120) days   after the date of completion of the repair or sixty (60) days after   submission of a claim for Inhouse Warranty credit relating thereto, whichever   is longer. Such parts will be returned to the Seller within thirty (30) days   of receipt of the Seller’s request to that effect.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, the Buyer may scrap any such defective   parts, which are beyond economic repair and not required for technical   evaluation locally, with the agreement of the Seller Representative(s).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Scrapped Warranted Parts will be evidenced by a record of scrapped   material certified by an authorized representative of the Buyer and will be   kept in the Buyer’s file for at least the duration of the applicable Warranty   Period.
    
	
 
    	
 
    	
 
    
	
12.1.8
    	
 
    	
Standard Warranty in case of Pooling or   Parts Leasing Arrangements
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Without prejudice to Clause 21.1, the warranties provided for in this   Clause 12.1 for any Warranted Part will accrue to the benefit of any   airline in revenue service, other than the Operator, if the Warranted   Part enters into the possession of any such airline as a result of a   pooling or parts leasing arrangement between such airline and the Operator,   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, will be the remaining portion of the   original warranty or [*] months,   whichever is longer.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If a defect is attributable to a defective repair or replacement by   the Buyer, a Warranty Claim with respect to such defect will be rejected,   notwithstanding any subsequent correction or repair, and will immediately   terminate the remaining warranties under this Clause 12.1 in respect of the   affected Warranted Part.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION   VERSION – Air Lease Corporation
    	
Page 39 of 158

 
    
	
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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 and [*], 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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller’s liability under this Clause 12.1 will 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
    	
 
    	
DISCLAIMER OF SELLER LIABILITY
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
THE SELLER WILL NOT BE LIABLE FOR, AND THE BUYER WILL INDEMNIFY THE   SELLER AGAINST, THE CLAIMS OF ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT,   NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH   ANY REPAIR OF WARRANTED PARTS 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   OR THE SELLER
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
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 hereinbelow) then, subject to the general conditions and limitations   set forth in Clause 12.2.4, the provisions of this Clause 12.2 will apply.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For the purposes of this Clause 12.2:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
“Item” means any item   listed in Exhibit “F”;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
“Failure” means any   breakage of, or defect in, an Item that materially impairs the utility or   safety of the Item, provided that (a) any such breakage of, or defect   in, such Item did not result from any breakage or defect in any other   Aircraft part or component or from any other extrinsic force and (b) has   occurred or can reasonably be expected to occur on a repetitive or fleetwide   basis.
    
	
 
    	
 
    	
 
    
	
12.2.2
    	
 
    	
Periods and Seller’s Undertakings
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION   VERSION – Air Lease Corporation
    	
Page 40 of 158

 
    
	
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Subject to the general conditions and limitations set forth in Clause   12.2.4, the Seller agrees that if a Failure occurs in an Item within [*] years after the Delivery of the Aircraft in which such Item was   originally installed, the Seller will, 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.
    
	
 
    	
 
    	
 
    
	
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 will 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:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
P = [*]
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
where:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
P:
    	
financial participation of the Seller,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
C:
    	
Seller’s then current sales prices for the required Item or Seller   designed parts,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
T:
    	
total time in months since Delivery of the Aircraft in which the Item   subject to a Failure was originally installed,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
and,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
N: [*] months,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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   Clause 12.2 will be a credit for goods and services (not including Aircraft   or aircraft), 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 Clause 12.2 and to which such non-performance is related less   the amount that the Buyer otherwise would have been required to pay under   this clause 12.2.3 in respect of such corrected or replacement item.
    
	
 
    	
 
    	
 
    
	
12.2.4
    	
 
    	
General Conditions and Limitations
    
	
 
    	
 
    	
 
    
	
12.2.4.1
    	
 
    	
The undertakings set forth in this Clause 12.2 will 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:
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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(i)
    	
the Buyer will 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 will keep the Seller informed of any significant incidents   relating to an Aircraft, howsoever occurring or recorded;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iii)
    	
the Buyer will comply with the conditions of Clause 12.1.10;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iv)
    	
the Buyer will implement specific structural inspection programs for   monitoring purposes as may be established from time to time by the Seller.   Such programs will be as compatible as possible with the Buyer’s operational   requirements and will be carried out at the Buyer’s expense. Reports relating   thereto will be regularly furnished to the Seller;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(v)
    	
the Buyer will report any breakage or defect in a Item in writing to   the Seller within sixty (60) days 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 will 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 will be administered as provided for in, and will 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 established by the Seller. 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   will 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 UNDER THIS CLAUSE 12.2 IS TO   MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS   PROVIDED FOR IN THIS CLAUSE 12.2. WITHOUT LIMITING THE EXCLUSIVITY OF   WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE   12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY   FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS   OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY   VIRTUE OF THIS SERVICE LIFE POLICY.
    
	
 
    	
 
    	
 
    
	
12.3
    	
 
    	
Supplier and ACS Supplier Warranties and   Service Life Policies
    


 

 

	
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At least [*] months prior to or at   Delivery of the first A350-900 or A350-1000 Aircraft, the Seller will provide   the Buyer, in accordance with the provisions of Clause 17, with:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
a)
    	
the warranties and, where applicable, service life policies that the   Seller has obtained for Supplier Parts pursuant to the Supplier Product   Support Agreements; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
b)
    	
the warranties that the Seller has obtained for ACS Equipment pursuant   to the Airbus Contracted Suppliers Support Agreements.
    
	
 
    	
 
    	
 
    
	
12.3.1
    	
 
    	
Supplier Warranties and Service Life   Policies
    
	
 
    	
 
    	
 
    
	
12.3.1.1.
    	
 
    	
Definitions
    
	
 
    	
 
    	
 
    
	
12.3.1.1.1
    	
 
    	
“Supplier” means any   supplier of Supplier Parts.
    
	
 
    	
 
    	
 
    
	
12.3.1.1.2
    	
 
    	
“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. For the sake of clarity, Propulsion Systems, ACS Equipment 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.
    
	
 
    	
 
    	
 
    
	
12.3.1.1.3
    	
 
    	
“Supplier Product Support Agreements”   means agreements between the Seller and Suppliers, as described in Clause   17.1.2, containing enforceable and transferable warranties and, in the case   of landing gear suppliers, service life policies for selected structural   landing gear elements.
    
	
 
    	
 
    	
 
    
	
12.3.1.2
    	
 
    	
Supplier’s Default
    
	
 
    	
 
    	
 
    
	
12.3.1.2.1
    	
 
    	
If any Supplier, under any standard warranty contained in a Supplier   Product Support Agreement, defaults in the performance of any material   obligation with respect thereto and the Buyer submits to the Seller timely   and reasonable evidence that such default has occurred, then Clause 12.1 will   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 will apply.
    
	
 
    	
 
    	
 
    
	
12.3.1.2.2
    	
 
    	
If any Supplier, under any Supplier service life policy referred to in   Clause 12.3.1, defaults in the performance of any material obligation with   respect thereto and the Buyer submits to the Seller reasonable and timely   evidence that such default has occurred, then Clause 12.2 will 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 will apply.
    
	
 
    	
 
    	
 
    
	
12.3.1.2.3
    	
 
    	
At the Seller’s request, the Buyer will assign to the Seller, and the   Seller will be subrogated to, all of the Buyer’s rights against the relevant   Supplier with respect to and arising by reason of such default and will   provide reasonable assistance to enable the Seller to enforce the rights so assigned.
    
	
 
    	
 
    	
 
    
	
12.3.2
    	
 
    	
ACS Supplier Warranties
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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12.3.2.1
    	
 
    	
Definitions
    
	
 
    	
 
    	
 
    
	
12.3.2.1.1
    	
 
    	
“ACS Supplier” means any   supplier of ACS Equipment.
    
	
 
    	
 
    	
 
    
	
12.3.2.1.2
    	
 
    	
“ACS Equipment” means any   component, equipment, accessory or part installed in an Aircraft at the time   of Delivery thereof and for which there exists an Airbus Contracted Suppliers   Support Agreement. For the sake of clarity, Propulsion Systems, Supplier   Parts, 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 ACS Equipment.
    
	
 
    	
 
    	
 
    
	
12.3.2.1.3
    	
 
    	
“Airbus Contracted Suppliers Support   Agreements” means agreements between the Seller and ACS Suppliers,   as described in Clause 17.2.2, containing enforceable and transferable   warranties.
    
	
 
    	
 
    	
 
    
	
12.3.2.2
    	
 
    	
ACS Supplier’s Warranty Default
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer hereby:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
a)
    	
agrees and acknowledges that it will have no right of recourse against   the Seller with respect to any warranty default by an ACS Supplier; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
b)
    	
waives to the fullest extent permitted by applicable law any right of   recourse against the Seller (in contract and/or at law) with respect to any   warranty default by an ACS Supplier,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
in each case, following transfer by the Seller to the Buyer of   warranties that the Seller has obtained for ACS Equipment pursuant to Airbus   Contracted Suppliers Support Agreements.
    
	
 
    	
 
    	
 
    
	
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 will, if   so requested by the Buyer, and without additional charge to the Buyer except   for transportation of the Seller’s or its designee’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 will   furnish to the Seller all data and information in the Buyer’s possession   relevant to the Interface Problem and will 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 will 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 will, if so   requested by the Buyer and
    


 

 

	
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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 will, if so   requested by the Buyer, reasonably assist the Buyer in processing any   warranty claim the Buyer may have against the Supplier.
    
	
 
    	
 
    	
 
    
	
12.4.4
    	
 
    	
Joint Responsibility
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If the Seller determines that the Interface Problem is attributable   partially to the design of a Warranted Part and partially to the design   of any Supplier Part, the Seller will, if so requested by the Buyer, seek a   solution to the Interface Problem through cooperative efforts of the Seller   and any Supplier involved.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will promptly advise the Buyer of such corrective action as   may be proposed by the Seller and any such Supplier. Such proposal will be   consistent with any then existing obligations of the Seller hereunder and of   any such Supplier towards the Buyer. Such corrective action, unless   reasonably rejected by the Buyer, will constitute full satisfaction of any   claim the Buyer may have against either the Seller or any such Supplier with   respect to such Interface Problem.
    
	
 
    	
 
    	
 
    
	
12.4.5
    	
 
    	
General
    
	
 
    	
 
    	
 
    
	
12.4.5.1
    	
 
    	
All requests under this Clause 12.4 will be directed to both the   Seller and the affected Supplier.
    
	
 
    	
 
    	
 
    
	
12.4.5.2
    	
 
    	
Except as specifically set forth in this Clause 12.4, this Clause 12.4   will not be deemed to impose on the Seller any obligations not expressly set   forth elsewhere in this Agreement.
    
	
 
    	
 
    	
 
    
	
12.4.5.3
    	
 
    	
All reports, recommendations, data and other documents furnished by   the Seller to the Buyer pursuant to this Clause 12.4 will be deemed to be   delivered under this Agreement and will be subject to the terms, covenants   and conditions set forth in this Clause 12 and in Clause 22.11.
    
	
 
    	
 
    	
 
    
	
12.5
    	
 
    	
Exclusivity of Warranties
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
THIS CLAUSE 12 SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE   LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE EXCLUSIVE   REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS AGREEMENT OR OTHERWISE,   ARISING FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN ANY   AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE   DELIVERED BY THE SELLER UNDER THIS AGREEMENT.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN THIS   CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER FROM ANY DEFECT OR   NONCONFORMITY OR PROBLEM OF ANY KIND IN THE GOODS AND SERVICES SUPPLIED UNDER   THIS AGREEMENT. THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER   WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL   OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, WHETHER   EXPRESS OR IMPLIED BY CONTRACT, TORT, OR STATUTORY LAW OR OTHERWISE, WITH   RESPECT TO ANY
    


 

 

	
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NONCONFORMITY OR DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT,   COMPONENT, EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY   THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(1)
    	
ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR ANY GENERAL   OR PARTICULAR PURPOSE;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(2)
    	
ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE   OF DEALING OR USAGE OF TRADE;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(3)
    	
ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(4)
    	
ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF LIABILITY,   HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO, ACTIONS AND/OR CLAIMS   FOR NEGLIGENCE, GROSS NEGLIGENCE, INTENTIONAL ACTS, WILLFUL   DISREGARD, IMPLIED WARRANTY, PRODUCT LIABILITY, STRICT LIABILITY OR   FAILURE TO WARN;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(5)
    	
ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM COMMERCIAL   CODE OR ANY OTHER STATE OR FEDERAL STATUTE;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(6)
    	
ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR STANDARDS   IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL STATUTE OR AGENCY;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(7)
    	
ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(a)
    	
LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT, EQUIPMENT,   ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(b)
    	
LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT, EQUIPMENT,   ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(c)
    	
LOSS OF PROFITS AND/OR REVENUES;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
(d)
    	
ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT WILL   NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY   THE SELLER AND THE BUYER. IN THE EVENT THAT ANY PROVISION OF THIS CLAUSE 12   SHOULD FOR ANY REASON BE HELD UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE   REMAINDER OF THIS CLAUSE 12 WILL REMAIN IN FULL FORCE AND EFFECT.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
FOR THE PURPOSES OF THIS CLAUSE 12.5, THE “SELLER” WILL BE UNDERSTOOD   TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS, SUBCONTRACTORS, AND AFFILIATES   AND ANY OF THEIR RESPECTIVE INSURERS.
    
	
 
    	
 
    	
 
    
	
12.6
    	
 
    	
Duplicate Remedies
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The remedies provided to the Buyer under Clause 12.1 and Clause 12.2   as to any defect in respect of the Aircraft or any part thereof are mutually   exclusive and not
    


 

 

	
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cumulative. The Buyer will be entitled to the remedy that provides the   maximum benefit to it, as the Buyer may elect, pursuant to the terms and   conditions of this Clause 12 for any particular defect for which remedies are   provided under this Clause 12; provided, however, that the Buyer will not be   entitled to elect a remedy under both Clause 12.1 and Clause 12.2 for the   same defect. The Buyer’s rights and remedies herein for the nonperformance of   any obligations or liabilities of the Seller arising under these warranties   will be in monetary damages limited to the amount the Buyer expends in   procuring a correction or replacement for any covered part subject to a   defect or nonperformance covered by this Clause 12, and the Buyer will not   have any right to require specific performance by the Seller.
    
	
 
    	
 
    	
 
    
	
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 of aircraft used in   public transportation and as such is a professional within the same industry   as the Seller;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(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 will notify the Seller of such intention prior to   any disclosure of this Clause to the selected Third Party Entity and will   cause such Third Party Entity to enter into a confidentiality agreement or   any other relevant documentation with the Seller solely for the purpose of   administrating this Clause 12.
    
	
 
    	
 
    	
 
    
	
12.9
    	
 
    	
Transferability
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Without prejudice to Clause 21.1, the Buyer’s rights under this Clause   12 may not be assigned, sold, transferred, novated or otherwise alienated by   operation of law or otherwise, without the Seller’s prior written consent,   which will not be unreasonably withheld or delayed.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Any transfer in violation of this Clause 12.9 will, as to the   particular Aircraft involved, void the rights and warranties of the Buyer   under this Clause 12.
    


 

 

	
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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 will indemnify the Buyer from and against any damages,   costs and/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 and/or part or software 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   will be limited to infringements in countries which, at the time of   infringement, are members of The Berne Union and recognize computer software   as a “work” under the Berne Convention.
    
	
 
    	
 
    	
 
    
	
13.1.2
    	
 
    	
Clause 13.1.1 will not apply to
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
Buyer Furnished Equipment or Propulsion   Systems; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
parts not the subject of a Supplier   Product Support Agreement or an Airbus   Contracted Suppliers Support Agreement; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iii)
    	
software not created by or specifically   for the Seller.
    
	
 
    	
 
    	
 
    
	
13.1.3
    	
 
    	
In the event that the Buyer, due to   circumstances contemplated in Clause 13.1.1, is prevented from using the   Aircraft (whether by a valid judgment of a court of competent jurisdiction or   by a settlement arrived at between claimant, Seller and Buyer), the Seller   will at its discretion and expense either:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
procure for the Buyer the right to use   the Aircraft’s part or software free of   charge   to the Buyer; or
    


 

 

	
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(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 will:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(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) will 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, costs and expenses and /   or reduce the amount of royalties which may be payable.
    
	
 
    	
 
    	
 
    
	
13.2.2
    	
 
    	
The Seller will 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 will be conditional upon the strict   and timely compliance by the Buyer with the terms of this Clause 13 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.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND   LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND IN   SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL   OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS, GUARANTEES AND LIABILITIES ON THE   PART OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST   THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING   WITHOUT LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY ARISING   FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR CONSEQUENTIAL DAMAGES),   WITH RESPECT TO ANY ACTUAL OR ALLEGED PATENT INFRINGEMENT OR THE LIKE BY ANY   AIRFRAME, PART OR SOFTWARE INSTALLED THEREIN AT DELIVERY, OR THE USE OR   SALE THEREOF, 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 CLAUSE WILL REMAIN IN FULL FORCE AND EFFECT. THIS   INDEMNITY AGAINST PATENT AND COPYRIGHT INFRINGEMENTS WILL NOT BE EXTENDED, ALTERED   OR
    


 

 

	
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VARIED EXCEPT BY A WRITTEN INSTRUMENT SIGNED BY THE SELLER AND THE   BUYER.
    


 

 

	
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14
    	
 
    	
TECHNICAL DATA AND SOFTWARE SERVICES
    
	
 
    	
 
    	
 
    
	
14.1
    	
 
    	
Scope
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
This Clause 14 covers the terms and conditions for the supply of   technical data (“hereinafter “Technical   Data”) and software services described hereunder (hereinafter “Software Services”) to support the   Aircraft operation.
    
	
 
    	
 
    	
 
    
	
14.1.1
    	
 
    	
The Technical Data will be supplied in the English language using   the aeronautical terminology in common use.
    
	
 
    	
 
    	
 
    
	
14.1.2
    	
 
    	
All Technical Data will be available on-line as set forth in Clause   14.4. Range, type, format and delivery schedule of the on-line Technical Data   to be provided under this Agreement are outlined in Exhibit G hereto.
    
	
 
    	
 
    	
 
    
	
14.2
    	
 
    	
Aircraft Identification for Technical Data
    
	
 
    	
 
    	
 
    
	
14.2.1
    	
 
    	
For those Technical Data that are customized to the Buyer’s   Aircraft, the Buyer agrees to the allocation of fleet serial numbers (“Fleet Serial Numbers”) in the form of   blocks of numbers selected in the range from 001 to 999.
    
	
 
    	
 
    	
 
    
	
14.2.2
    	
 
    	
The sequence will not be interrupted unless two (2) different   Propulsion Systems or two (2) different models of Aircraft are selected.
    
	
 
    	
 
    	
 
    
	
14.2.3
    	
 
    	
The Buyer will indicate to the Seller the Fleet Serial Number   allocated to each Aircraft corresponding to the delivery schedule set forth   in Clause 9.1 no later than twelve (12) months before the Scheduled Delivery   Month of the first Aircraft. Neither the designation of such Fleet Serial   Numbers nor the subsequent allocation of the Fleet Serial Numbers to   Manufacturer Serial Numbers for the purpose of producing certain customized   Technical Data will constitute any property, insurable or other interest of   the Buyer in any Aircraft prior to the Delivery of such Aircraft as provided   for in this Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The customized Technical Data that are affected thereby are the   following:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
- Aircraft Maintenance Manual,
    
	
 
    	
 
    	
- Illustrated Parts Catalogue,
    
	
 
    	
 
    	
- Trouble Shooting Manual,
    
	
 
    	
 
    	
- Aircraft Wiring Manual,
    
	
 
    	
 
    	
- Aircraft Schematics Manual,
    
	
 
    	
 
    	
- Aircraft Wiring Lists.
    
	
 
    	
 
    	
 
    
	
14.3
    	
 
    	
Integration of Equipment Data
    
	
 
    	
 
    	
 
    
	
14.3.1
    	
 
    	
Supplier Equipment
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Information, including revisions, relating to Supplier equipment   that is installed on the Aircraft at Delivery, or through Airbus Service   Bulletins thereafter, will 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.
    
	
 
    	
 
    	
 
    
	
14.3.2
    	
 
    	
Airbus Contracted Supplier Equipment
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will introduce Airbus Contracted   Supplier Equipment data, for ACS Equipment that is installed on the Aircraft   by the Seller, into the customized
    


 

 

	
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Technical Data, at no additional charge to the   Buyer for the initial issue of the Technical Data provided at or before   Delivery of the first Aircraft.
    
	
 
    	
 
    	
 
    
	
14.3.3
    	
 
    	
Buyer Furnished Equipment
    
	
 
    	
 
    	
 
    
	
14.3.3.1
    	
 
    	
The Seller will introduce Buyer Furnished Equipment data for Buyer   Furnished Equipment that is installed on the Aircraft by the Seller   (hereinafter “BFE Data”) into   the customized Technical Data, at no additional charge to the Buyer for the   initial issue of the Technical Data provided at or before Delivery of the   first Aircraft, provided such BFE Data is provided in accordance with the   conditions set forth in Clauses 14.3.3.2 through 14.3.3.5.
    
	
 
    	
 
    	
 
    
	
14.3.3.2
    	
 
    	
The Buyer will supply, or cause the BFE Supplier(s) to supply   on its behalf, the BFE Data to the Seller at least six (6) months prior   to the Scheduled Delivery Month of the first Aircraft.
    
	
 
    	
 
    	
 
    
	
14.3.3.3
    	
 
    	
The BFE Data will be supplied to the Seller by the Buyer in English   and will comply with the then applicable revision of ATA iSpecification 2200   and/or S1000D Specification jointly defined by the ASD (Aerospace and Defense   Industries Association of Europe), AIA (Aerospace Industries Association) and   ATA (Air Transport Association of America), as applicable.
    
	
 
    	
 
    	
 
    
	
14.3.3.4
    	
 
    	
The BFE Data will be delivered in digital format and/or in Portable   Document Format (PDF), as agreed between the Buyer and the Seller.
    
	
 
    	
 
    	
 
    
	
14.3.3.5
    	
 
    	
All costs related to the delivery to the Seller of the applicable   BFE Data will be borne by the Buyer.
    
	
 
    	
 
    	
 
    
	
14.4
    	
 
    	
Supply
    
	
 
    	
 
    	
 
    
	
14.4.1
    	
 
    	
Except as specifically otherwise set forth in Exhibit “G”, all   Technical Data will be made available on-line through the relevant services on   the Seller’s customer portal AirbusWorld (“AirbusWorld”).
    
	
 
    	
 
    	
 
    
	
14.4.2
    	
 
    	
The Technical Data will be delivered according to a mutually agreed   schedule to correspond with the Deliveries of Aircraft. The Buyer will   provide no less than sixty (60) days notice when requesting a change to such   delivery schedule.
    
	
 
    	
 
    	
 
    
	
14.4.3
    	
 
    	
It will be the responsibility of the Operator to coordinate and   satisfy local Aviation Authorities’ requirements with respect to Technical   Data. Upon request from the Operator’s Aviation Authorities, such Aviation   Authorities will be given on-line access to the Buyer’s Technical Data.
    
	
 
    	
 
    	
 
    
	
14.5
    	
 
    	
Revision Service
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For each firmly ordered Aircraft covered under this Agreement,   revision service for the Technical Data will be provided on a free of charge   basis for a period of three years after Delivery of such Aircraft (each a “Revision Service Period”).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Thereafter revision service will be provided in accordance with the   terms and conditions set forth in the Seller’s then current Customer Services   Catalog.
    
	
 
    	
 
    	
 
    
	
14.6
    	
 
    	
Service Bulletins (SB) Incorporation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
During Revision Service Period and upon the Buyer’s request, Seller   Service Bulletin information will be incorporated into the Technical Data,   provided that the Buyer notifies the Seller through the AirbusWorld “Service   Bulletin Reporting”
    


 

 

	
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service that it intends to accomplish such Service Bulletin, after   which post Service Bulletin status will be shown.
    
	
 
    	
 
    	
 
    
	
14.7
    	
 
    	
Technical Data Familiarization
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upon request by the Buyer, the Seller will provide up to one   (1) week of Technical Data familiarization training at the Seller’s or   the Buyer’s facilities. The basic familiarization course is tailored for   maintenance and engineering personnel.
    
	
 
    	
 
    	
 
    
	
14.8
    	
 
    	
Customer Originated Changes (COC)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If the Buyer wishes to introduce Buyer originated data, including   BFE Data after the initial issue of the Technical Data (hereinafter “COC Data”) into any of the customized   Technical Data that are identified as eligible for such incorporation in the   Seller’s then current Customer Services Catalog, the Buyer will notify the   Seller of such intention.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The incorporation of any COC Data will be performed under the   methods and tools for achieving such introduction and the conditions   specified in the Seller’s then current Customer Services Catalog.
    
	
 
    	
 
    	
 
    
	
14.9
    	
 
    	
Advanced Consultation Tool
    
	
 
    	
 
    	
 
    
	
14.9.1
    	
 
    	
Some Technical Data   will be made available through several domains listed herebelow and will be   provided on-line through an Advanced Consultation Tool, which will include   the necessary navigation software and viewer to browse the Technical Data   (hereinafter together referred to as “Advanced Consultation   Tool”).
    
	
 
    	
 
    	
 
    
	
14.9.2
    	
 
    	
The Advanced   Consultation Tool encompasses the following domains:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
- AirN@v / Line   Maintenance,
    
	
 
    	
 
    	
- AirN@v / Planning,
    
	
 
    	
 
    	
- AirN@v /   Engineering,
    
	
 
    	
 
    	
- AirN@v /   Associated Data.
    
	
 
    	
 
    	
 
    
	
14.9.3
    	
 
    	
Further details on   the Technical Data included in such Advanced Consultation Tool are set forth   in Exhibit “G”.
    
	
 
    	
 
    	
 
    
	
14.9.4
    	
 
    	
The licensing   conditions for the use of the Advanced Consultation Tool software will be as   set forth in Part 1 of Exhibit “I” to the Agreement, “End-User   License Agreement for Airbus Software”.
    
	
 
    	
 
    	
 
    
	
14.9.5
    	
 
    	
The revision service and the license to use Advanced   Consultation Tool will   be granted free of charge for the duration of the corresponding Revision Service   Period. At the end of such Revision Service Period, the yearly revision   service for the Advanced Consultation Tool and the associated license fee will be provided to the Buyer under   the commercial conditions set forth in the Seller’s then current Customer   Services Catalogue.
    
	
 
    	
 
    	
 
    
	
14.10
    	
 
    	
On-Line Access to Technical Data
    
	
 
    	
 
    	
 
    
	
14.10.1
    	
 
    	
Access to AirbusWorld will be subject to the “General Terms and   Conditions of Access to and Use of AirbusWorld” (hereinafter the “GTC”), as set forth in separate agreement   executed between the parties, of even date herewith.
    


 

 

	
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14.10.2
    	
 
    	
Access to AirbusWorld will be granted free of charge for an   unlimited number of the Buyer’s users (including two (2) of Buyer’s   administrators) for the Technical Data related to the Aircraft which will be   delivered under this Agreement.
    
	
 
    	
 
    	
 
    
	
14.10.3
    	
 
    	
Should AirbusWorld provide access to Technical Data in software   format, the use of such software will be further subject to the conditions of   Part 1 of Exhibit I to the Agreement.
    
	
 
    	
 
    	
 
    
	
14.11
    	
 
    	
Waiver, Release and Renunciation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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 a non-conformity or defect, the   sole and exclusive liability of the Seller will be to take all reasonable and   proper steps to correct such Technical Data. Irrespective of any other   provisions herein, no warranties of any kind will be given for the Customer   Originated Changes, as set forth in Clause 14.8.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER (AS DEFINED   BELOW FOR THE PURPOSES OF THIS CLAUSE) AND REMEDIES OF THE BUYER SET FORTH IN   THIS CLAUSE 14 ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND THE BUYER HEREBY   WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND   LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS AND REMEDIES OF THE BUYER   AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY LAW, CONTRACT OR   OTHERWISE, WITH RESPECT TO ANY NON-CONFORMITY OR DEFECT OF ANY KIND, IN   ANY TECHNICAL DATA OR SERVICES DELIVERED UNDER THIS 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 WILL REMAIN IN FULL FORCE AND EFFECT.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
FOR THE PURPOSES OF THIS CLAUSE 14, THE “SELLER” WILL BE UNDERSTOOD   TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS AND SUBCONTRACTORS, ITS   AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.
    


 

 

	
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14.12
    	
 
    	
Proprietary Rights
    
	
 
    	
 
    	
 
    
	
14.12.1
    	
 
    	
All proprietary rights relating to Technical Data, including but not   limited to patent, design and copyrights, will remain with the Seller and/or   its Affiliates, as the case may be.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
These proprietary rights will also apply to any translation into a   language or languages or media that may have been performed or caused to be   performed by the Buyer.
    
	
 
    	
 
    	
 
    
	
14.12.2
    	
 
    	
Whenever this Agreement and/or any Technical Data provides for   manufacturing by the Buyer, the consent given by the Seller will not be   construed as any express or implicit endorsement or approval whatsoever of   the Buyer or of the manufactured products. The supply of the Technical Data   will not be construed as any further right for the Buyer to design or   manufacture any Aircraft or part thereof, including any spare part.
    
	
 
    	
 
    	
 
    
	
14.13
    	
 
    	
Performance Engineer’s Program
    
	
 
    	
 
    	
 
    
	
14.13.1
    	
 
    	
In addition to the Technical Data provided under Clause 14, the   Seller will provide to the Buyer Software Services, which will consist of 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 license   conditions set forth in Part 1 of Exhibit I to the Agreement   “End-User License Agreement for Airbus Software”.
    
	
 
    	
 
    	
 
    
	
14.13.2
    	
 
    	
Use of the PEP will be limited to one (1) 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 will not be placed or   installed on board the Aircraft.
    
	
 
    	
 
    	
 
    
	
14.13.3
    	
 
    	
The license to use the PEP and the revision service will be provided   on a free of charge basis for the duration of the corresponding Revision   Service Period as set forth in Clause 14.5.
    
	
 
    	
 
    	
 
    
	
14.13.4
    	
 
    	
At the end of such PEP Revision Service Period, the PEP will be   provided to the Buyer at the standard commercial conditions set forth in the   Seller’s then current Customer Services Catalog.
    
	
 
    	
 
    	
 
    
	
14.14
    	
 
    	
Future Developments
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller continuously monitors technological developments and   applies them to Technical Data, document and information systems’   functionalities, production and methods of transmission.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will implement and the Buyer will accept such new   developments, it being understood that the Buyer will be informed in due time   by the Seller of such new developments and their application and of the date   by which the same will be implemented by the Seller.
    
	
 
    	
 
    	
 
    
	
14.15
    	
 
    	
Confidentiality
    
	
 
    	
 
    	
 
    
	
14.15.1
    	
 
    	
This Clause, the Technical Data, the Software Services and their   content are designated as confidential. All such Technical Data and Software   Services are provided to the Buyer for the sole use of the Buyer who   undertakes not to disclose the contents thereof to any third party without the   prior written consent of the Seller, except as permitted therein or pursuant   to any government or legal requirement imposed upon the Buyer.
    


 

 

	
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14.15.2
    	
 
    	
If the Seller authorizes the disclosure of this Clause or of any   Technical Data or Software Services to third parties either under this   Agreement or by an express prior written authorization and specifically,   where the Buyer intends to designate a maintenance and repair organization or   a third party to perform the maintenance of the Aircraft or to perform data   processing on its behalf (each a “Third   Party”), the Buyer will notify the Seller of such intention prior   to any disclosure of this Clause and/or the Technical Data and/or the   Software Services to such Third Party.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer hereby undertakes to cause such Third Party to agree to be   bound by the conditions and restrictions set forth in this Clause 14 with   respect to the disclosed Clause, Technical Data or Software Services and will   in particular cause such Third Party to enter into a confidentiality   agreement with the Seller and appropriate licensing conditions, and to commit   to use the Technical Data solely for the purpose of maintaining the Buyer’s   Aircraft and the Software Services exclusively for processing the Buyer’s   data.
    
	
 
    	
 
    	
 
    
	
14.16
    	
 
    	
Transferability
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Without prejudice to Clause 21.1, the Buyer’s rights under this   Clause 14 may not be assigned, sold, transferred, novated or otherwise   alienated by operation of law or otherwise, without the Seller’s prior   written consent.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Any transfer in violation of this Clause 14.16 will, as to the   particular Aircraft involved, void the rights and warranties of the Buyer   under this Clause 14 and any and all other warranties that might arise under   or be implied in law.
    


 

 

	
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15
    	
 
    	
SELLER REPRESENTATIVE   SERVICES
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller shall provide at no charge to   the Buyer the services described in this Clause 15, at the Buyer’s main base   or at other locations to be mutually agreed.
    
	
 
    	
 
    	
 
    
	
15.1
    	
 
    	
Customer Support Representative(s)
    
	
 
    	
 
    	
 
    
	
15.1.1
    	
 
    	
The Seller shall provide 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.
    
	
 
    	
 
    	
 
    
	
15.1.2
    	
 
    	
In providing the services as described   hereabove, any Seller Representatives, or any Seller   employee(s) providing services to the Buyer hereunder, are deemed to be   acting in an advisory capacity only and at no time shall they be deemed to be   acting as Buyer’s employees, contractors or agents, either directly or   indirectly.
    
	
 
    	
 
    	
 
    
	
15.1.3
    	
 
    	
The Seller shall provide to the Buyer an   annual written accounting of the consumed man-months and any remaining   man-month balance from the allowance defined in Appendix A to this Clause 15.   Such accounting shall be deemed final and accepted by the Buyer unless the   Seller receives written objection from the Buyer within thirty (30) calendar   days of receipt of such accounting.
    
	
 
    	
 
    	
 
    
	
15.1.4
    	
 
    	
In the event of a need for Aircraft On   Ground (“AOG”) technical   assistance after the end of the assignment referred to in 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   agrees that Seller Representative(s) may provide services to other   airlines during any assignment with the Buyer.
    
	
 
    	
 
    	
 
    
	
15.1.5
    	
 
    	
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.
    
	
 
    	
 
    	
 
    
	
15.1.6
    	
 
    	
The Seller shall cause similar services   to be provided by representatives of the Propulsion Systems Manufacturer and   Suppliers, when necessary and applicable.
    
	
 
    	
 
    	
 
    
	
15.2
    	
 
    	
Buyer’s Support
    
	
 
    	
 
    	
 
    
	
15.2.1
    	
 
    	
From the date of arrival of the first   Seller Representative and for the duration of the assignment, the Buyer shall   provide free of charge 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). All related communication   costs shall be borne by the Seller upon receipt by the Seller of all relevant   justifications; however the Buyer shall not impose on the Seller any charges   other than the direct cost of such communications.
    
	
 
    	
 
    	
 
    
	
15.2.2
    	
 
    	
The Buyer shall reimburse the Seller for   the costs of the initial and termination assignment travel of the Seller   Representatives, which shall consist of one (1)
    


 

 

	
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confirmed ticket, Business Class, to and   from the place of assignment and Toulouse, France.
    
	
 
    	
 
    	
 
    
	
15.2.3
    	
 
    	
The Buyer shall also reimburse the Seller   the costs for air transportation for the annual vacation of the Seller   Representatives to and from the place of assignment and Toulouse, France.
    
	
 
    	
 
    	
 
    
	
15.2.4
    	
 
    	
Should the Buyer request any Seller   Representative referred to in Clause 15.1 above to travel on business to a   city other than his usual place of assignment, the Buyer shall be responsible   for all related transportation costs and expenses.
    
	
 
    	
 
    	
 
    
	
15.2.5
    	
 
    	
Absence of an assigned Seller   Representative during normal statutory vacation periods shall be covered by   other Seller Representatives on the same conditions as those described in   Clause 15.1.4, and such services shall be counted against the total   allocation provided in Appendix A hereto.
    
	
 
    	
 
    	
 
    
	
15.2.6
    	
 
    	
The Buyer shall assist the Seller in   obtaining from the civil authorities of the Buyer’s country those documents   that are necessary to permit the Seller Representative to live and work in   the Buyer’s country. Failure of the Seller to obtain the necessary documents   shall relieve the Seller of any obligation to the Buyer under the provisions   of Clause 15.1. For the sake of clarity, in such a case, the allocation -as   defined in Appendix A to the Clause 15- will not be cancelled nor reduced by   inability of the Seller to obtain the necessary documents, and such unused   allocation will remain to the account of the Buyer.
    
	
 
    	
 
    	
 
    
	
15.2.7
    	
 
    	
The Buyer shall reimburse to the Seller   charges, taxes, duties, imposts or levies of any kind whatsoever, imposed by   the authorities of the Buyer’s country upon:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
-
    	
the entry into or exit from the Buyer’s   country of the Seller Representatives and their families,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
-
    	
the entry into or the exit from the Buyer’s   country of the Seller Representatives and their families’ personal property,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
-
    	
the entry into or the exit from the   Buyer’s country of the Seller’s property, for the purpose of providing the   Seller Representatives services.
    
	
 
    	
 
    	
 
    
	
15.3
    	
 
    	
Withdrawal of the Seller Representative
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller shall have the right to   withdraw its assigned Seller Representatives as it sees fit if conditions   arise, which are in the Seller’s opinion dangerous to their safety or health   or prevent them from fulfilling their contractual tasks.
    
	
 
    	
 
    	
 
    
	
15.4
    	
 
    	
Indemnities
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
INDEMNIFICATION PROVISIONS APPLICABLE TO   THIS CLAUSE 15 ARE SET FORTH IN CLAUSE 19.
    


 

 

	
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APPENDIX A TO CLAUSE 15

 

SELLER REPRESENTATIVE ALLOCATION

 

The Seller Representative allocation provided to the Buyer pursuant to Clause 15.1 is defined hereunder.

 

1                                                                The Seller will provide to the Buyer Seller Representative services at the Buyer’s main base or at other locations to be mutually agreed for the fleet of twenty-five (25) Aircraft will be [*]  man-months in aggregate. This allocation will be further assigned by the Buyer on a prorata basis to each of the Buyer’s Operators. Once assigned, this service will commence at or about the delivery of the Aircraft.

 

2                                                                For the sake of clarification, such Seller Representatives’ services will include initial Aircraft Entry Into Service (EIS) assistance and sustaining support services.

 

3                                                                The number of the Seller Representatives assigned to the Buyer at any one time will be mutually agreed, [*] Seller Representatives.

 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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16
    	
 
    	
TRAINING SUPPORT AND SERVICES
    
	
 
    	
 
    	
 
    
	
16.1
    	
 
    	
General
    
	
 
    	
 
    	
 
    
	
16.1.1
    	
 
    	
This Clause 16 sets forth the terms and   conditions for the supply of training support and services for the Buyer’s   personnel to support the Aircraft operation.
    
	
 
    	
 
    	
 
    
	
16.1.2
    	
 
    	
The range, quantity and validity of   training to be provided free of charge under this Agreement are covered in   Appendix A to this Clause 16.
    
	
 
    	
 
    	
 
    
	
16.1.3
    	
 
    	
Scheduling of training courses covered in   Appendix A will be mutually agreed during a training conference (the “Training Conference”) that will be held   no later than nine (9) months prior to Scheduled Delivery Month of the   first Aircraft.
    
	
 
    	
 
    	
 
    
	
16.2
    	
 
    	
Training Location
    
	
 
    	
 
    	
 
    
	
16.2.1
    	
 
    	
The Seller will provide training at its   training center in Blagnac, France, and/or in Hamburg, Germany, or will   designate an affiliated training center in Miami, U.S.A., or Beijing, China   (individually a “Seller’s Training Center”   and collectively the “Seller’s Training   Centers”).
    
	
 
    	
 
    	
 
    
	
16.2.2
    	
 
    	
If the unavailability of facilities or   scheduling difficulties make training by the Seller at any Seller’s Training   Center impractical, the Seller will ensure that the Buyer is provided with   such training at another location designated by the Seller.
    
	
 
    	
 
    	
 
    
	
16.2.3.1
    	
 
    	
Upon the Buyer’s request, the Seller may   also provide certain training at a location other than the Seller’s Training   Centers, including one of the Buyer’s bases, if and when practicable for the   Seller, under terms and conditions to be mutually agreed upon. In such event,   all additional charges listed in Clauses 16.5.2 and 16.5.3 will be borne by   the Buyer.
    
	
 
    	
 
    	
 
    
	
16.2.3.2
    	
 
    	
If the Buyer requests training at a   location as indicated in Clause 16.2.3.1 and requires such training to be an   Airbus approved course, the Buyer undertakes that the training facilities   will be approved prior to the performance of such training. The Buyer will,   as necessary and with adequate time prior to the performance of such   training, provide access to the training facilities set forth in Clause   16.2.3.1 to the Seller’s and the competent Aviation Authority’s representatives   for approval of such facilities.
    
	
 
    	
 
    	
 
    
	
16.3
    	
 
    	
Training Courses
    
	
 
    	
 
    	
 
    
	
16.3.1
    	
 
    	
Training courses will be as described in   the Seller’s customer services catalog (the “Seller’s Customer Services Catalog”). The Seller’s Customer   Services Catalog also sets forth the minimum and maximum number of trainees   per course.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
All training requests or training course   changes made outside of the scope of the Training Conference will be   submitted by the Buyer with a minimum of three (3) months prior notice.
    
	
 
    	
 
    	
 
    
	
16.3.2
    	
 
    	
The following terms and conditions will   apply to training performed by the Seller:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
Training courses will be the Seller’s   standard courses as described in the Seller’s Customer Services Catalog valid   at the time of execution of the course. The Seller will be responsible for   all training course syllabi, training aids and training equipment necessary   for the organization of the training
    


 

 

	
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courses. For the avoidance of doubt, such   training equipment does not include provision of aircraft for the purpose of   performing training.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
The training equipment and the training   curricula used for the training of flight, cabin and maintenance personnel   will not be fully customized but will 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 will be   provided free of charge. Training data and documentation will be marked “FOR   TRAINING ONLY” and as such are supplied for the sole and express purpose of   training; training data and documentation will not be revised.
    
	
 
    	
 
    	
 
    
	
16.3.3
    	
 
    	
When the Seller’s training courses are   provided by the Seller’s instructors (individually an “Instructor” and collectively “Instructors”) the Seller will 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 will not   represent authority or qualification by any Aviation Authority but may be   presented to such Aviation Authority in order to obtain relevant formal   qualification.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In the event of training courses being   provided by a training provider selected by the Seller as set forth in Clause   16.2.2, the Seller will cause such training provider to deliver a Certificate   or Attestation, which will not represent authority or qualification by any   Aviation Authority, but may be presented to such Aviation Authority in order   to obtain relevant formal qualification.
    
	
 
    	
 
    	
 
    
	
16.3.4.1
    	
 
    	
Should the Buyer wish to exchange any of   the training courses provided under Appendix A hereto, the Buyer will place a   request for exchange to this effect with the Seller. The Buyer may exchange,   subject to the Seller’s confirmation, the training allowances granted under   Appendix A of the present Agreement as follows:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
flight operations training courses as   listed under Article 1 of Appendix A may be exchanged for any flight   operations training courses described in the Seller’s Customer Services   Catalog current at the time of the Buyer’s request;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
maintenance training courses as listed   under Article 3 of Appendix A may be exchanged for any maintenance   training courses described in the Seller’s Customer Services Catalog current   at the time of the Buyer’s request;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iii)
    	
should any one of the allowances granted   thereunder (flight operations or maintenance) have been fully drawn upon, the   Buyer will be entitled to exchange flight operations or maintenance training   courses as needed against the remaining allowances.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The exchange value will be based on the   Seller’s “Training Course Exchange Matrix” applicable at the time of the   request for exchange and which will be provided to the Buyer at such time.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
It is understood that the above   provisions will apply to the extent that training allowances granted under   Appendix A remain in credit to the full extent necessary to perform the   exchange.
    


 

 

	
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All requests to exchange training courses   will be submitted by the Buyer with a minimum of three (3) months’ prior   notice. The requested training will be subject to the Seller’s then existing   planning constraints.
    
	
 
    	
 
    	
 
    
	
16.3.4.2
    	
 
    	
Should the Buyer use none or only part of   the training to be provided pursuant to this Clause 16, no compensation or   credit of any nature will be provided.
    
	
 
    	
 
    	
 
    
	
16.3.5.1
    	
 
    	
Should the Buyer decide to cancel or   reschedule a training course, fully or partially, and irrespective of the   location of the training, a minimum advance notification of at least sixty   (60) calendar days prior to the relevant training course start date is required.
    
	
 
    	
 
    	
 
    
	
16.3.5.2
    	
 
    	
If the notification occurs less than   sixty (60) but more than forty-five (45) calendar days prior to such   training, a cancellation fee corresponding to [*] percent ([*] %) of such training will be, as   applicable, either deducted from the training allowance defined in Appendix A   or invoiced at the Seller’s then applicable price.
    
	
 
    	
 
    	
 
    
	
16.3.5.3
    	
 
    	
If the notification occurs less than   forty five (45) calendar days prior to such training, a cancellation fee   corresponding to [*]percent   ([*] %) of such training will be, as applicable, either deducted from the   training allowance defined in Appendix A or invoiced at the Seller’s then   applicable price.
    
	
 
    	
 
    	
 
    
	
16.3.5.4
    	
 
    	
All courses exchanged under Clause   16.3.4.1 will remain subject to the provisions of this Clause 16.3.5.
    
	
 
    	
 
    	
 
    
	
16.4
    	
 
    	
Prerequisites and Conditions
    
	
 
    	
 
    	
 
    
	
16.4.1
    	
 
    	
Training will be conducted in English and   all training aids used during such training will be written in English using   common aeronautical terminology.
    
	
 
    	
 
    	
 
    
	
16.4.2
    	
 
    	
The Buyer hereby acknowledges that all   training courses conducted pursuant to this Clause 16 are “Standard   Transition Training Courses” and not “Ab Initio Training Courses”.
    
	
 
    	
 
    	
 
    
	
16.4.3
    	
 
    	
Trainees will have the prerequisite   knowledge and experience specified for each course in the Seller’s Customer   Services Catalog.
    
	
 
    	
 
    	
 
    
	
16.4.4.1
    	
 
    	
The Buyer will be responsible for the   selection of the trainees and for any liability with respect to the entry   knowledge level of the trainees.
    
	
 
    	
 
    	
 
    
	
16.4.4.2
    	
 
    	
The Seller reserves the right to verify   the trainees’ proficiency and previous professional experience.
    
	
 
    	
 
    	
 
    
	
16.4.4.3
    	
 
    	
The Seller will provide to the Buyer   during the Training Conference an “Airbus Pre-Training Survey” for completion   by the Buyer for each trainee.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer will provide the Seller with an   attendance list of the trainees for each course, with the validated   qualification of each trainee, at the time of reservation of the training   course and in no event any later than sixty (60) calendar days before the   start of the training course. The Buyer will return concurrently thereto the   completed Airbus Pre-Training Survey, detailing the trainees’ associated   background. If the Seller determines through the Airbus Pre-Training Survey   that a trainee does not match the prerequisites set forth in the Seller’s   Customer Services Catalog, following consultation with the Buyer, such   trainee will be withdrawn from
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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the program or directed through a   relevant entry level training (ELT) program, which will be at the Buyer’s   expense.
    
	
 
    	
 
    	
 
    
	
16.4.4.4
    	
 
    	
If the Seller determines at any time   during the training that a trainee lacks the required level, following   consultation with the Buyer, such trainee will 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, to any other required additional training,   which will be at the Buyer’s expense.
    
	
 
    	
 
    	
 
    
	
16.4.5
    	
 
    	
The Seller will 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
    	
 
    	
Living and travel expenses for the   Buyer’s trainees will be borne by the Buyer.
    
	
 
    	
 
    	
 
    
	
16.5.1.2
    	
 
    	
It will be the responsibility of the   Buyer to make all necessary arrangements relative to authorizations, permits   and/or visas necessary for the Buyer’s trainees to attend the training   courses to be provided hereunder. Rescheduling or cancellation of courses due   to the Buyer’s failure to obtain any such authorizations, permits and/or   visas will be subject to the provisions of Clauses 16.3.5.1 thru 16.3.5.3.
    
	
 
    	
 
    	
 
    
	
16.5.2
    	
 
    	
Training at External Location - Seller’s   Instructors
    
	
 
    	
 
    	
 
    
	
16.5.2.1.1
    	
 
    	
In the event of training being provided   at the Seller’s request at any location other than the Seller’s Training   Centers, as provided for in Clause 16.2.2, the expenses of the Seller’s   Instructors will be borne directly by the Seller.
    
	
 
    	
 
    	
 
    
	
16.5.2.1.2
    	
 
    	
In the event of training being provided   by the Seller’s Instructor(s) at any location other than the Seller’s   Training Centers at the Buyer’s request, the Buyer will reimburse the Seller   for all the expenses related to the assignment of such Seller Instructors and   the performance of their duties as aforesaid.
    
	
 
    	
 
    	
 
    
	
16.5.2.2
    	
 
    	
Living Expenses
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Except as provided for in Clause   16.5.2.1.1 above, the Buyer will reimburse the Seller the living expenses for   each Seller Instructor and/or other Seller’s personnel providing support   under this Clause 16, covering the entire period from his day of departure   from his main base to day of return to such base at the per diem rate set   forth in the Seller’s Customer Services Catalog current at the time of the   corresponding training or support.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Such per diem will include, but will not   be limited to, lodging, food and local transportation to and from the place   of lodging and the training course location.
    
	
 
    	
 
    	
 
    
	
16.5.2.3
    	
 
    	
Air Travel
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Except as provided for in Clause   16.5.2.1.1 above, the Buyer will reimburse the Seller for the airfares for   each Seller Instructor and/or other Seller’s personnel providing support   under this Clause 16, in confirmed business class to and from the Buyer’s   designated training site and the Seller’s Training Centers, as such airfares   are set forth in the Seller’s Customer Services Catalog current at the time   of the corresponding training or support.
    
	
 
    	
 
    	
 
    
	
16.5.2.4
    	
 
    	
Buyer’s Indemnity
    


 

 

	
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Except in case of gross negligence or   willful misconduct of the Seller, the Seller will 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 will 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 will   be provided by the Buyer at its own cost in accordance with the Seller’s   specifications.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, should the   Buyer request the performance of a course at another location as per Clause   16.2.3.1, the Seller may, upon the Buyer’s request, provide the training   material and equipment necessary for such course’s performance. Such   provision will be at the Buyer’s expense.
    
	
 
    	
 
    	
 
    
	
16.6
    	
 
    	
Flight Operations Training
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will provide training for the   Buyer’s flight operations personnel as further detailed in Appendix A to this   Clause 16, including the courses described in this Clause 16.6.
    
	
 
    	
 
    	
 
    
	
16.6.1
    	
 
    	
Flight Crew Training Course
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will perform a flight crew   training course program for the Buyer’s flight crews, each of which will   consist of two (2) crew members, who will be either captain(s) or   first officer(s).
    
	
 
    	
 
    	
 
    
	
16.6.2
    	
 
    	
Base Flight Training
    
	
 
    	
 
    	
 
    
	
16.6.2.1
    	
 
    	
The Buyer will provide at its own cost   its delivered Aircraft, or any other aircraft it operates, for any base   flight training, which will consist of one (1) session per pilot,   performed in accordance with the related Airbus training course definition   (the “Base Flight Training”).
    
	
 
    	
 
    	
 
    
	
16.6.2.2
    	
 
    	
Should it be necessary to ferry the   Buyer’s delivered Aircraft to the location where the Base Flight Training   will take place, the additional flight time required for the ferry flight to   and/or from the Base Flight Training field will not be deducted from the Base   Flight Training time.
    
	
 
    	
 
    	
 
    
	
16.6.2.3
    	
 
    	
If the Base Flight Training is performed   outside of the zone where the Seller usually performs such training, the   ferry flight to the location where the Base Flight Training will take place   will be performed by a crew composed of the Seller’s and/or the Buyer’s   qualified pilots, in accordance with the relevant Aviation Authority’s   regulations related to the place of performance of the Base Flight Training.
    
	
 
    	
 
    	
 
    
	
16.6.3
    	
 
    	
Flight Crew Line Initial Operating   Experience
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In order to assist the Buyer with initial   operating experience after Delivery of the first Aircraft, the Seller will   provide to the Buyer pilot Instructor(s) as set forth in Appendix A to   this Clause 16.
    


 

 

	
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Should the Buyer request, subject to the   Seller’s consent, such Seller pilot Instructors to perform any other flight   support during the flight crew line initial operating period, such as but not   limited to line assistance, demonstration flight(s), ferry flight(s) or   any flight(s) required by the Buyer during the period of entry into   service of the Aircraft, it is understood that such flight(s)  will 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 will only perform the above flight   support services to the extent they bear the relevant qualifications to do   so.
    
	
 
    	
 
    	
 
    
	
16.6.4
    	
 
    	
Type Specific Cabin Crew Training Course
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will provide type specific   training for cabin crews at one of the locations defined in Clause 16.2.1.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If the Buyer’s Aircraft is to incorporate   special features, the type specific cabin crew training course will be   performed no earlier than two (2) weeks before the scheduled Delivery   Date of the Buyer’s first Aircraft.
    
	
 
    	
 
    	
 
    
	
16.6.5
    	
 
    	
Training on Aircraft
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
During any and all flights performed in   accordance with this Clause 16.6, the Buyer will bear full responsibility for   the aircraft upon which the flight is performed, including but not limited to   any required maintenance, all expenses such as fuel, oil or landing fees and   the provision of insurance in line with Clause 16.13.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer will assist the Seller, if   necessary, in obtaining the validation of the licenses of the Seller’s pilots   performing Base Flight Training or initial operating experience by the   Aviation Authority of the place of registration of the Aircraft.
    
	
 
    	
 
    	
 
    
	
16.7
    	
 
    	
Performance / Operations Courses
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will provide   performance/operations training for the Buyer’s personnel as defined in   Appendix A to this Clause 16.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The available courses will be listed in   the Seller’s Customer Services Catalog current at the time of the course.
    
	
 
    	
 
    	
 
    
	
16.8
    	
 
    	
Maintenance Training
    
	
 
    	
 
    	
 
    
	
16.8.1
    	
 
    	
The Seller will provide maintenance   training for the Buyer’s ground personnel as further set forth in Appendix A   to this Clause 16.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The available courses will be as listed   in the Seller’s Customer Services Catalog current at the time of the course.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The practical training provided in the   frame of maintenance training will be performed on the training devices in   use in the Seller’s Training Centers.
    
	
 
    	
 
    	
 
    
	
16.8.2
    	
 
    	
Practical Training on Aircraft
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding Clause 16.8.1 above, upon   the Buyer’s request, the Seller may provide Instructors for the performance   of practical training on aircraft (“Practical   Training”).
    


 

 

	
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Irrespective of the location at which the   training takes place, the Buyer will provide at its own cost an aircraft for   the performance of the Practical Training.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Should the Buyer require the Seller’s   Instructors to provide Practical Training at facilities selected by the   Buyer, such training will be subject to prior approval of the facilities by   the Seller. All costs related to such Practical Training, including but not   limited to the Seller’s approval of the facilities, will be borne by the   Buyer.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The provision of a Seller Instructor for   the Practical Training will be deducted from the trainee days allowance   defined in Appendix A to this Clause 16, subject to the conditions detailed   in Paragraph 4.4 thereof.
    
	
 
    	
 
    	
 
    
	
16.9
    	
 
    	
Supplier and Propulsion Systems   Manufacturer Training
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upon the Buyer’s request, the Seller will   provide to the Buyer the list of the maintenance and overhaul training   courses provided by major Suppliers and ACS Suppliers and the applicable   Propulsion Systems Manufacturer on their respective products.
    
	
 
    	
 
    	
 
    
	
16.10
    	
 
    	
Proprietary Rights
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
All proprietary rights, including but not   limited to patent, design and copyrights, relating to the Seller’s training   data and documentation will remain with the Seller and/or its Affiliates   and/or its Suppliers and/or ACS Suppliers, as the case may be.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
These proprietary rights will 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.
    
	
 
    	
 
    	
 
    
	
16.11
    	
 
    	
Confidentiality
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller’s training data and   documentation are designated as confidential and as such are provided to the   Buyer for the sole use of the Buyer, for training of its own personnel, who   undertakes not to disclose the content thereof in whole or in part, to any   third party without the prior written consent of the Seller, save as   permitted herein or otherwise pursuant to any government or legal requirement   imposed upon the Buyer.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In the event of the Seller having   authorized the disclosure of any training data and documentation to third   parties either under this Agreement or by an express prior written   authorization, the Buyer will cause such third party to agree to be bound by   the same conditions and restrictions as the Buyer with respect to the   disclosed training data and documentation and to use such training data and   documentation solely for the purpose for which they are provided.
    
	
 
    	
 
    	
 
    
	
16.12
    	
 
    	
Transferability
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Without prejudice to Clause 21.1, the   Buyer’s rights under this Clause 16 may not be assigned, sold, transferred,   novated or otherwise alienated by operation of law or otherwise, without the   Seller’s prior written consent.
    
	
 
    	
 
    	
 
    
	
16.13
    	
 
    	
Indemnities and Insurance
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
INDEMNIFICATION PROVISIONS AND INSURANCE   REQUIREMENTS APPLICABLE TO THIS CLAUSE 16 ARE AS SET FORTH IN CLAUSE 19.
    


 

 

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


 

 

	
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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 twenty-five (25) Aircraft firmly ordered, unless otherwise specified.

 

The contractual training courses defined in this Appendix A will be provided up to [*].

 

Notwithstanding the above, flight operations training courses granted per firmly ordered Aircraft in this Appendix A  will be provided by the Seller within a period starting [*].

 

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

 

	
1
    	
 
    	
FLIGHT OPERATIONS   TRAINING
    
	
 
    	
 
    	
 
    
	
1.1
    	
 
    	
Flight Crew Training   (standard transition course)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will provide flight crew   training (standard transition course) free of charge for [*] of the Buyer’s flight crews per firmly   ordered Aircraft.
    
	
 
    	
 
    	
 
    
	
1.2
    	
 
    	
Extended Range For Twin   Engine Aircraft Operations (ETOPS) Training
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will provide free of charge   ETOPS training for [*] flight crews per ordered Aircraft.
    
	
 
    	
 
    	
 
    
	
1.3
    	
 
    	
Flight Crew Line Initial   Operating Experience
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will provide to the Buyer   pilot Instructor(s) free of charge for a period of [*] pilot Instructor months in total for   the fleet of twenty-five (25) Aircraft. This allocation will be further   assigned by the Buyer on a prorata basis to each of the Initial Operators.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Unless otherwise agreed during the   Training Conference, in order to follow the Aircraft Delivery schedule, the   maximum number of pilot Instructors present at any one time will be limited   to two (2) pilot Instructors.
    
	
 
    	
 
    	
 
    
	
1.4
    	
 
    	
Type Specific Cabin Crew   Training Course
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will provide to the Buyer free   of charge type specific training for cabin crews for [*] of the Buyer’s cabin crew instructors,   pursers or cabin attendants in total for the fleet of twenty-five (25)   Aircraft. This allocation will be further assigned by the Buyer on a prorata   basis to each of the Initial Operators.
    
	
 
    	
 
    	
 
    
	
1.5
    	
 
    	
Airbus Pilot Instructor   Course (APIC)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will provide to the Buyer   transition Airbus Pilot Instructor Course(s) (APIC), for flight and   synthetic instruction, free of charge for [*] of the Buyer’s flight instructors in   total for the fleet of twenty-five (25) Aircraft. This allocation will be   further assigned by the Buyer on a prorata basis to each of the Initial   Operators. APIC courses will be performed in groups of two (2) trainees.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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2
    	
 
    	
PERFORMANCE / OPERATIONS   COURSE(S)
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will provide to the Buyer [*]   trainee days of performance / operations training free of charge for the   Buyer’s personnel in total for the fleet of twenty-five (25) Aircraft. This   allocation will be further assigned by the Buyer on a prorata basis to each   of the Initial Operators.
    
	
 
    	
 
    	
 
    
	
3
    	
 
    	
MAINTENANCE TRAINING
    
	
 
    	
 
    	
 
    
	
3.1
    	
 
    	
The Seller will provide to the Buyer [*] trainee days of maintenance training   free of charge for the Buyer’s personnel in total for the fleet of   twenty-five (25) Aircraft. This allocation will be further assigned by the   Buyer on a prorata basis to each of the Initial Operators.
    
	
 
    	
 
    	
 
    
	
3.2
    	
 
    	
The Seller will provide to the Buyer [*] Engine Run-up courses in total for the   fleet of twenty-five (25) Aircraft. This allocation will be further assigned   by the Buyer on a prorata basis to each of the Initial Operators.
    
	
 
    	
 
    	
 
    
	
4
    	
 
    	
TRAINEE DAYS ACCOUNTING
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Trainee days are counted as follows:
    
	
 
    	
 
    	
 
    
	
4.1
    	
 
    	
For instruction at the Seller’s Training   Centers: one (1) day of instruction for one (1) trainee equals one   (1) trainee day. The number of trainees originally registered at the   beginning of the course will be counted as the number of trainees to have   taken the course.
    
	
 
    	
 
    	
 
    
	
4.2
    	
 
    	
For instruction outside of the Seller’s   Training Centers: one (1) day of instruction by one (1) Seller   Instructor equals the actual number of trainees attending the course or a   minimum of twelve (12) trainee days, except for structure maintenance   training course(s).
    
	
 
    	
 
    	
 
    
	
4.3
    	
 
    	
For structure maintenance training   courses outside the Seller’s Training Center(s), one (1) day of   instruction by one (1) Seller Instructor equals the actual number of   trainees attending the course or the minimum number of trainees as indicated   in the Seller’s Customer Services Catalog.
    
	
 
    	
 
    	
 
    
	
4.4
    	
 
    	
For practical training, whether on   training devices or on aircraft, one (1) day of instruction by one   (1) Seller Instructor equals the actual number of trainees attending the   course or a minimum of six (6) trainee days.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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17
    	
 
    	
SUPPLIER AND ACS SUPPLIER PRODUCT SUPPORT
    
	
 
    	
 
    	
 
    
	
17.1
    	
 
    	
Supplier Product Support Agreements
    
	
 
    	
 
    	
 
    
	
17.1.1
    	
 
    	
The Seller has obtained enforceable and transferable product support   agreements from Suppliers of Supplier Parts, 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 are made available to the Buyer through the SPSA Application, 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 will be prepared in accordance with the   applicable provisions of ATA Specification including revision service and be   published in the English language. The Seller will recommend that a software   user guide, where applicable, be supplied in the form of an appendix to the   Component Maintenance Manual. Such data will be provided in compliance with   the applicable ATA Specification;
    
	
 
    	
 
    	
 
    
	
17.1.2.2
    	
 
    	
Warranties and guarantees, including standard warranties. In addition,   landing gear Suppliers will 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
    	
 
    	
Supplier Compliance
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will monitor Suppliers’ compliance with the support   commitments defined in the Supplier Product Support Agreements and will, if   necessary, jointly take remedial action with the Buyer.
    
	
 
    	
 
    	
 
    
	
17.2
    	
 
    	
ACS Suppliers Support Agreements
    
	
 
    	
 
    	
 
    
	
17.2.1
    	
 
    	
The Seller has obtained enforceable and transferable product support   agreements from ACS Suppliers of ACS Equipment, 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.
    
	
 
    	
 
    	
 
    
	
17.2.2
    	
 
    	
These agreements are based on the “World Airlines Suppliers Guide”,   are made available to the Buyer through the SPSA Application, and include ACS   Supplier commitments as contained in the “Airbus Contracted Suppliers Support   Agreements”. Such commitments will be substantially the same as those   included in the Supplier Product Support Agreements, and detailed in Clause   17.1.2, except that guarantees, if any, will be negotiated and agreed   directly between the Buyer and the corresponding ACS Supplier.
    


 

 

	
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17.2.3
    	
 
    	
ACS Supplier Compliance
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will monitor ACS Suppliers’ compliance with support   commitments defined in the Airbus Contracted Suppliers Support Agreements and   will provide assistance to the Buyer as may reasonably be required.
    
	
 
    	
 
    	
 
    
	
17.3
    	
 
    	
Nothing in this Clause 17 will be construed to prevent or limit the   Buyer from entering into direct negotiations with a Supplier or an ACS   Supplier with respect to different or additional terms and conditions   applicable to Suppliers Parts or ACS Equipment selected by the Buyer to be   installed on the Aircraft.
    
	
 
    	
 
    	
 
    
	
17.4
    	
 
    	
Familiarization Training
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upon the Buyer’s request, the Seller will provide the Buyer with   Supplier Product Support Agreements and Airbus Contracted Suppliers Support   Agreements familiarization training at the Seller’s facilities in Blagnac,   France.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
An on-line training module will be further available through   AirbusWorld, access to which will be subject to the “General Terms and   Conditions of Access to and Use of AirbusWorld” (hereinafter the “GTC”), as set forth in Part 2 of   Exhibit I to this Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Both the Supplier Product Support Agreements and the Airbus Contracted   Suppliers Support Agreements may be accessed through the SPSA Application.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For the avoidance of doubt, the use of the term “SPSA” with respect to   ACS Suppliers or ACS Equipment will solely be a reference to such SPSA   Application and will not be construed to imply that such ACS Suppliers or ACS   Equipment are the subject of the Supplier Product Support Agreements for the   purposes of Clause 17.1 above.
    


 

 

	
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18
    	
 
    	
BUYER FURNISHED EQUIPMENT AND AIRBUS CONTRACTED SUPPLIER EQUIPMENT
    
	
 
    	
 
    	
 
    
	
18.1
    	
 
    	
Buyer Furnished Equipment
    
	
 
    	
 
    	
 
    
	
18.1.1
    	
 
    	
Administration
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In accordance with the Specification, the   Seller will install those items of equipment that are identified in the   Specification as being furnished by the Buyer (“Buyer Furnished Equipment” or “BFE”), provided that the BFE and the supplier of such BFE   (the “BFE Supplier”) are   referred to in the A350XWB Family Aircraft Description Document applicable at   the time of such equipment selection.
    
	
 
    	
 
    	
 
    
	
18.1.2
    	
 
    	
The Seller will 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, encompassing a Declaration of Design and   Performance (the “BFE Engineering   Definition”). The Seller will provide to the Buyer and/or the BFE   Supplier(s), within an appropriate timeframe, the necessary interface   documentation to enable the development of the BFE Engineering Definition,   except in the case of BFE which can be provided solely by a qualified ACS   Supplier, in which case the Seller will already have provided the same to   such BFE Supplier in his capacity as an ACS Supplier.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The BFE Engineering Definition will include the description of the   dimensions and weight of BFE, the information related to its certification   and the information necessary for the installation and operation thereof,   including 3D models compatible with the Seller’s systems. The Buyer will   furnish, or cause the BFE Suppliers to furnish, the BFE Engineering   Definition by the dates mutually agreed during the initial technical   coordination meeting to be organised by the Seller between the Seller, the   Buyer and BFE Suppliers in accordance with the Customization Milestones Chart   of the Aircraft and in order to reach the final detailed definition of the   cabin section including BFE (the “ITCM”).
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Thereafter, the BFE Engineering Definition will not be revised, except   through an SCN executed in accordance with Clause 2.
    
	
 
    	
 
    	
 
    
	
18.1.3
    	
 
    	
The Seller will also provide in due time to the Buyer a schedule of   dates and the shipping addresses for delivery of the BFE and, where requested   by the Seller, additional spare BFE to permit installation in the Aircraft   and Delivery of the Aircraft in accordance with the Aircraft delivery   schedule. The Buyer will provide, or cause the BFE Suppliers to provide, the   BFE by such dates in a serviceable condition, in order to allow performance   of any assembly, installation, test, or acceptance process in accordance with   the Seller’s industrial schedule. In order to facilitate the follow-up of the   timely receipt of BFE, the Buyer will, upon the Seller’s request, provide to   the Seller dates and references of all BFE purchase orders placed by the   Buyer. Once the last Aircraft under the Agreement is delivered to the Buyer,   the Seller shall at its own costs return the unused additional spare BFE   either to (i) the Buyer or (ii) the BFE manufacturer or   (iii) to any other address provided by the Buyer.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Notwithstanding the foregoing, for   BFE IFE equipment to be integrated into BFE Premium Class Seats, the   Buyer will provide, or cause the BFE Premium Class Seat Supplier to   provide to the BFE IFE equipment Supplier a schedule of dates and shipping   addresses for delivery of the IFE equipment. In addition, where requested by   the BFE Premium Class Seat Supplier, the IFE Supplier will provide the   former
    


 

 

	
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with additional spare IFE equipment to   permit installation of the IFE equipment into the BFE Premium   Class Seats in accordance with the BFE Premium Class Seat   contractual delivery schedule. For BFE Premium   Class Seats, the Buyer hereby warrants that each unit will be delivered   fully tested and ready for installation.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer will also provide, when requested by the Seller, at AIRBUS   OPERATIONS S.A.S. works in TOULOUSE (FRANCE) and/or at AIRBUS OPERATIONS GmbH   works in HAMBURG (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.
    
	
 
    	
 
    	
 
    
	
18.1.4
    	
 
    	
The Buyer will ensure that the necessary development review meetings   are organized between the Buyer and the BFE Suppliers and will provide adequate   technical and engineering expertise to reach decisions within the defined   timeframe.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In addition, throughout the development phase and up to Delivery of   the Aircraft to the Buyer, the Buyer agrees:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
to follow-up the status of the BFE development and to ensure that the   BFE Suppliers will enable the Buyer to fulfil its obligations, including but   not limited to those set forth in the Customization Milestone Chart;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
that, should a timeframe, quality or   other type of risk be identified at a given BFE Supplier, the Buyer will   allocate resources to such BFE Supplier so as not to jeopardize the   industrial schedule of the Aircraft.
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
to attend the First Article Inspection (“FAI”) for the first   shipset of all BFE. Should the Buyer not attend such FAI, the Buyer will   delegate the FAI to the BFE Supplier and confirmation thereof will be   supplied to the Seller in writing;
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
to delegate the Source Inspection (“SI”) to the Seller’s source   inspector at the BFE Supplier’s facilities and consequently to accept the   conclusions of the Seller’s source inspector at the BFE Supplier’s facilities   with respect to such SI.
    
	
 
    	
 
    	
 
    
	
18.1.5
    	
 
    	
The BFE will be imported into FRANCE or into GERMANY by the Buyer   under a suspensive customs system (“Régime de l’entrepôt douanier ou régime   de perfectionnement actif “ or “Zollverschluss”) without application of any   French or German tax or customs duty, and will be Delivered At Place (DAP))   according to the Incoterms, to the following shipping addresses:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
AIRBUS OPERATIONS S.A.S.
    
	
 
    	
 
    	
316 Route de Bayonne
    
	
 
    	
 
    	
31300 TOULOUSE
    
	
 
    	
 
    	
FRANCE
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
or
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
AIRBUS OPERATIONS GmbH
    
	
 
    	
 
    	
Kreetslag 10
    
	
 
    	
 
    	
21129 HAMBURG
    
	
 
    	
 
    	
GERMANY
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
or such other location as may be specified by the Seller.
    
	
 
    	
 
    	
 
    
	
18.1.6
    	
 
    	
Applicable Requirements
    


 

 

	
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The Buyer is responsible for ensuring, at its expense, and warrants   that the BFE will:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
be manufactured by a qualified BFE   Supplier, and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
meet the requirements of the applicable   agreed Specification of the Aircraft, and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
comply with the BFE Engineering Definition, and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
comply with applicable requirements incorporated by reference to the   Type Certificate and listed in the Type Certificate Data Sheet, and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
be approved by the Aviation Authority issuing the Export Airworthiness   Certificate and by the Buyer’s Aviation Authority for installation and use on   the Aircraft at the time of Delivery of the Aircraft, and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
not infringe any patent, copyright or other intellectual property   right of the Seller or any third party, and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
not be subject to any legal obligation or other encumbrance that may   prevent, hinder or delay the installation of the BFE in the Aircraft and/or   the Delivery of the Aircraft.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will be entitled to refuse any item of BFE that it   considers incompatible with the agreed Specification, the BFE Engineering   Definition or the certification requirements.
    
	
 
    	
 
    	
 
    
	
18.1.7
    	
 
    	
Buyer’s Obligation and Seller’s Remedies
    
	
 
    	
 
    	
 
    
	
18.1.7.1
    	
 
    	
Any delay or failure by the Buyer or the BFE Suppliers in:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
complying with the foregoing warranty or in providing the BFE   Engineering Definition or field service mentioned in Clause 18.1.2 and/or   18.1.3, or
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
furnishing the BFE in a serviceable condition at the requested   delivery date, or
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
obtaining any required approval for such BFE equipment under the above   mentioned Aviation Authorities’ regulations,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
may delay the performance of any act to be performed by the Seller,   including Delivery of the Aircraft. The Seller will not be responsible for   such delay which will cause the Final Price of the affected Aircraft to be   adjusted in accordance with the updated delivery schedule and to include in   particular the amount of the Seller’s additional costs attributable to such   delay or failure by the Buyer or the BFE Suppliers, such as storage, taxes,   insurance and costs of out-of-sequence installation.
    
	
 
    	
 
    	
 
    
	
18.1.7.2
    	
 
    	
In addition, in the event of any delay or failure mentioned in   18.1.8.1 above, the Seller may:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
 
    	
select, purchase and install equipment similar to the BFE at issue, in   which event the Final Price of the affected Aircraft will also be increased   by the purchase price of such equipment plus reasonable costs and expenses   incurred by the Seller for handling charges, transportation, insurance,
    


 

	
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packaging and, if so   required and not already provided for in the Final Price of the affected   Aircraft, for adjustment and calibration; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
if the BFE is   delayed by more than [*] days beyond, or is not approved within [*] days of the dates specified in Clause 18.1.2.2,   deliver the Aircraft without the installation of such BFE, notwithstanding   applicable terms of Clause 7, if any, and the Seller will thereupon be   relieved of all obligations to install such equipment.
    
	
 
    	
 
    	
 
    
	
18.1.8
    	
 
    	
Title and Risk of Loss
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Title to and risk of   loss of any BFE will at all times remain with the Buyer except that risk of   loss (limited to cost of replacement of said BFE) will be with the Seller for   as long as such BFE is under the care, custody and control of the Seller.
    
	
 
    	
 
    	
 
    
	
18.1.9
    	
 
    	
Disposition of BFE Following Termination
    
	
 
    	
 
    	
 
    
	
18.1.9.1
    	
 
    	
If a termination of   this Agreement pursuant to the provisions of Clause 20 occurs with respect to   an Aircraft in which all or any part of the BFE has been installed prior to   the date of such termination, the Seller will be entitled, but not required,   to remove with reasonable diligence and care all items of BFE that can be   removed without damage to the Aircraft and to undertake commercially   reasonable efforts to facilitate the sale of such items of BFE to other   customers, retaining and applying the proceeds of such sales to reduce the   Seller’s damages resulting from the termination.
    
	
 
    	
 
    	
 
    
	
18.1.9.2
    	
 
    	
The Buyer will   cooperate with the Seller in facilitating the sale of BFE pursuant to Clause   18.1.9.1 and will be responsible for all costs incurred by the Seller in   removing and facilitating the sale of such BFE. [*]
    
	
 
    	
 
    	
 
    
	
18.1.9.3
    	
 
    	
The Seller will   notify the Buyer as to those items of BFE not sold by the Seller pursuant to   Clause 18.1.9.1 above and, at the Seller’s request, the Buyer will undertake   to remove such items from the Seller’s facility within thirty (30) days of   the date of such notice. The Buyer will have no claim against the Seller for   damage, loss or destruction of any item of BFE removed from the Aircraft and   not removed from Seller’s facility within such period.
    
	
 
    	
 
    	
 
    
	
18.1.9.4
    	
 
    	
The Buyer will have   no claim against the Seller for damage to or destruction of any item of BFE   damaged or destroyed in the process of being removed from the Aircraft,   provided that the Seller will use reasonable care in such removal.
    
	
 
    	
 
    	
 
    
	
18.1.9.5
    	
 
    	
In the event that some BFE items cannot be removed from the Aircraft   without causing damage to the Aircraft or rendering any system in the   Aircraft unusable, the Seller agrees to reimburse the buyer for the price   paid by the Buyer for such BFE provided that the Buyer furnishes reasonable   evidence of same to the Seller and the Buyer grants title to such BFE to the   Seller.
    
	
 
    	
 
    	
 
    
	
18.1.10
    	
 
    	
BFE   Premium Seats for First and Business Class
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In   addition to the Catalogue Items chosen in the A350XWB Family Aircraft   Description Document as set forth in Clause 2.1.2.3, the Buyer may submit to   the Seller for consideration specific alternative BFE premium seats for first   and business class (the “BFE Premium   Class Seats”). Such BFE Premium Class Seats shall be   subject to the provisions of the Clauses 18.1.1 to 18.1.9 above, as well as   the following prerequisites:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
1)
    	
they shall be manufactured exclusively by suppliers, who are qualified   by the Seller as ACS Suppliers of seats; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
2)
    	
they shall be compliant with the interfaces predefined by the Seller   and communicated to the above ACS Suppliers; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
3)
    	
any in-flight entertainment (IFE) equipment to be incorporated into the   BFE Premium Class Seats shall be exclusively BFE items developed by a   qualified ACS Supplier.
    
					


 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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Should the Buyer wish to select BFE Premium   Class Seats, the Buyer shall inform the Seller thereof and provide or   cause the BFE Premium Class Seats Supplier to provide in due time:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
a)
    	
Preliminary engineering data for the concerned BFE Premium Seats and   its associated BFE IFE, including but not limited to compliance matrices with   the Seller’s interface documentation; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
b)
    	
Targeted cabin layout; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
c)
    	
Minimum lead-time required by the ACS Suppliers to develop such BFE   Premium Class Seats, with associated resources and development plan,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
so that the Seller can conduct a feasibility study of the Buyer’s   request, considering technical, manufacturing, certification and commercial   constraints. It is understood between the parties that, irrespective of any   other consideration, the request shall only be accepted if it is compatible   with:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
d)
    	
the prerequisites set forth in 1), 2) and 3) hereabove; and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
e)
    	
the Qualification Date of such BFE Premium Class Seat; and,
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
f)
    	
the Seller’s industrial planning and the associated Scheduled Delivery   Month for the Buyer’s Aircraft.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Should the   Seller agree that the Buyer can provide BFE Premium Class Seats and its   associated BFE IFE from the ACS Suppliers for implementation on the Aircraft,   then the Seller shall define a date for an ITCM between the Seller, the Buyer   and the ACS Suppliers, in order to launch the BFE development process of such   BFE Premium Class Seats and its associated BFE IFE.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If, by   TCM, the BFE Engineering Definition has been provided to the Seller or the   BFE development is assessed by the Seller as sufficiently mature, in case the   Qualification Date is set after TCM in the relevant Aircraft Customization   Milestones Chart, then the parties shall enter on or before CDF into an SCN   setting out the impact of the BFE Premium Class Seat on, inter alia, the   Specification and/or price of the Aircraft, in accordance with Clause 2.2.1.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For the   sake of clarification, the Seller’s costs associated to the definition and certification   of such BFE Premium Class Seats and its associated BFE IFE shall be   borne by the Buyer, [*]:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
[*]
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
[*]
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
It is agreed and understood that it shall be the Buyer’s sole   responsibility to ensure that all studies and engineering developments shall   have been performed by the BFE Supplier in anticipation of providing the   corresponding BFE Engineering Definition for such BFE Premium   Class Seats and associated BFE IFE equipment, including the associated Declaration of Design and Performance, prior to the Qualification Date.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
Should the   BFE Premium Class Seat not be qualified by the Qualification Date, then:
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
i)
    	
in case the Qualification Date is set before TCM, the Buyer shall   choose an alternative ACS Seat and IFE product out of the then applicable   A350XWB Family Aircraft Description Document at its own cost, and any   possibility of selecting BFE Premium Class Seats shall automatically   lapse.
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
ii)
    	
in case the Qualification Date is set after TCM, then provisions of   Clause 18.1.7 shall apply.
    
	
 
    	
 
    	
 
    	
 
    
	
18.2
    	
 
    	
ACS Equipments
    
					


 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

 

	
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18.2.1
    	
 
    	
Administration
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In accordance with   the Specification, the Seller will install those items of equipment that are   identified in the Specification as being ACS Equipment, provided that the ACS   Equipment and the supplier of such ACS are referred to in the then applicable   A350XWB Family Aircraft Description Document.
    
	
 
    	
 
    	
 
    
	
18.2.2
    	
 
    	
ACS Selection
    
	
 
    	
 
    	
 
    
	
18.2.2.1
    	
 
    	
The Buyer will   select ACS Equipment and all associated features out of the options proposed   by the Seller in the A350XWB Family Aircraft Description Document applicable   at the time of customisation. The definition of the selected ACS and its features   will be frozen prior to the Technical Coordination Meeting.
    
	
 
    	
 
    	
 
    
	
18.2.2.2
    	
 
    	
With respect to ACS   seats, it is hereby agreed that any in-flight-entertainment (IFE) equipment   to be incorporated into such ACS seats will be exclusively ACS Equipment Catalogue   Items from the then applicable A350XWB Family Aircraft Description Document   at time of each Aircraft ACS Equipment selection.
    
	
 
    	
 
    	
 
    
	
18.2.3
    	
 
    	
Meetings with ACS Suppliers
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
At a suitable time prior to CDF, to be defined in each Aircraft Customization   Milestones Chart,, the Seller will   organize a Technical Coordination Meeting (“TCM”) between the Buyer, the   Seller and ACS Suppliers for Major ACS in order to reach the final detailed definition of the cabin.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will be   entitled to request the participation of the Buyer in meetings with ACS   Suppliers, subject to reasonable prior notice.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In addition, the   Buyer will be entitled to attend the First Article Inspection (“FAI”)   for the first shipset of all Major ACS to be installed on the Aircraft.
    
	
 
    	
 
    	
 
    
	
18.2.4
    	
 
    	
ACS Conditions of   Purchasing
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller shall   purchase and take title to the ACS Equipment either:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
i) 
    	
at the price and associated price revision conditions negotiated   between the Buyer and the ACS Supplier, and notified by the Buyer to the   Seller or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
ii) 
    	
if the pricing conditions set out in paragraph (i) above are   not made available to the Seller at the latest ten (10) calendar days   prior the CDF date of the corresponding Aircraft, at the ACS Supplier   catalogue price applicable to such ACS Equipment at the time of the order [*].
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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The format and   recipient of the above notification shall be indicated to the Buyer during   the customization process.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The final ACS   Equipment selection shall be formalised through the SCN process as described   in Clause 2.2.1 above.
    
	
 
    	
 
    	
 
    
	
18.2.5
    	
 
    	
Proprietary Branding of ACS Equipment
    
	
 
    	
 
    	
 
    
	
18.2.5.1
    	
 
    	
Should the Buyer wish to incorporate Buyer proprietary branding   features (logos, decors and/or colours) (hereinafter “Branding Features”) into ACS Equipment,   the Buyer will inform the Seller thereof in due time and the Seller and the   corresponding ACS Supplier will conduct a feasibility study of the Buyer’s   request, considering technical, manufacturing and commercial constraints. It   is understood between the parties that, irrespective of any other   consideration, the request will only be accepted if it is compatible with:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
the prerequisites, including but not limited to location, type and   size of branding features, which will be set forth in the then applicable   A350XWB Family Aircraft Description Document; and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
the lead-time notified by the Seller to the Buyer and required by   the ACS Supplier to implement the Branding Features and qualify the Branded   ACS Equipment, and
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
n
    	
the Seller’s industrial planning and the associated Scheduled   Delivery Month for the Buyer’s Aircraft.
    
	
 
    	
 
    	
 
    
	
18.2.5.2
    	
 
    	
The Buyer shall also be responsible or shall cause the ACS Supplier   to ensure that such Branding Features shall:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
i)
    	
not infringe any patent, copyright or other intellectual property   right of the Seller or any third party, and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
ii)
    	
not be subject to any legal obligation or other encumbrance that may   prevent, hinder or delay the installation of the Branded ACS Equipment in the   Aircraft and/or the Delivery of the Aircraft.
    
	
 
    	
 
    	
 
    
	
18.2.5.3
    	
 
    	
Should the Seller   agree with the ACS Supplier by TCM that the latter will develop the change   required to implement the Branding Features, the associated development and   implementation costs from the ACS Supplier will be at the Buyer’s expense.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The parties will, if   relevant, enter into an SCN as set forth in Clause 2.2.1 setting out the   impact of the Branding Features on, inter alia, the Specification and/or   price of the Aircraft.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller shall be   entitled to refuse any item of Branded ACS Equipment that it considers   incompatible with the Specification, the interface documentation requirements   or the certification requirements, provided such incompatibility is not   resulting from a failure of the Seller in performing the above feasibility   study.
    
	
 
    	
 
    	
 
    
	
18.2.5.4
    	
 
    	
Should the Branding   Feature incorporated in a Branded ACS   Equipment not be qualified by the “Qualification   Date”, and therefore jeopardizing the qualification or the on-time   delivery of such Branded ACS Equipment, the Buyer will choose for the   Aircraft, within a maximum of ten (10) days after the Qualification   Date, an
    
						


 

 

	
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alternative branding   solution for the same ACS Equipment out of the then applicable A350XWB Family   Aircraft Description Document, at its own cost. If no choice is made by the   Buyer, the Seller reserves the right to select the closest Catalogue Item.
    
	
 
    	
 
    	
 
    
	
18.2.5.5
    	
 
    	
If no alternative   choice is made by the Buyer within a maximum of ten (10) days after the   Qualification Date, the performance of any act to be performed by the Seller   may be delayed, including Delivery of the Aircraft.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller shall not   be responsible for such delay which shall cause the Final Contract Price of   the Aircraft to be adjusted in accordance with the updated delivery schedule   and to include in particular the amount of the Seller’s additional costs   attributable to such delay or failure by the Buyer or the ACS Suppliers, such   as storage, taxes, insurance and costs of out-of-sequence installation.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
In addition, the   Seller may:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
select, purchase and   install in the Aircraft the same ACS Equipment but with an alternative   branding solution out of the then applicable A350XWB Family Aircraft   Description, in which event the Final Price of the affected Aircraft will   also be increased by the purchase price of such equipment plus reasonable   costs and expenses incurred by the Seller for handling charges,   transportation, insurance, packaging and, if so required and not already   provided for in the Final Price of the affected Aircraft, for adjustment and   calibration; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
if the Branded ACS   Equipment is delayed by more than [*] days beyond, or is not approved within [*] days of the requested on-dock dates, deliver the   Aircraft without the installation of such Branded ACS Equipment,   notwithstanding applicable terms of Clause 7, if any, and the Seller will   thereupon be relieved of all obligations to install such equipment.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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19
    	
 
    	
INDEMNITIES AND INSURANCE
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller and the   Buyer will each be liable for Losses (as defined below) arising from the acts   or omissions of their respective directors, officers, agents or employees   occurring during or incidental to such party’s exercise of its rights and   performance of its obligations under this Agreement, except as provided in   Clauses 19.1 and 19.2.
    
	
 
    	
 
    	
 
    
	
19.1
    	
 
    	
Seller’s Indemnities
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will,   except in the case of gross negligence or willful misconduct of the Buyer,   its directors, officers, agents and/or employees, be solely liable for and   will indemnify and hold the Buyer, its Affiliates and each of their   respective directors, officers, agents, employees and insurers harmless   against all losses, liabilities, claims, damages, costs and expenses,   including court costs and reasonable attorneys’ fees (“Losses”),   arising from:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
claims for injuries   to, or death of, the Seller’s directors, officers, agents or employees, or   loss of, or damage to, property of the Seller or its employees when such   Losses occur during or are incidental to either party’s exercise of any right   or performance of any obligation under this Agreement, and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
claims for injuries   to, or death of, third parties, or loss of, or damage to, property of third   parties, occurring during or incidental to the Technical Acceptance Flights.
    
	
 
    	
 
    	
 
    
	
19.2
    	
 
    	
Buyer’s Indemnities
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer will,   except in the case of gross negligence or willful misconduct of the Seller,   its directors, officers, agents and/or employees, be solely liable for and   will indemnify and hold the Seller, its Affiliates, its subcontractors, and   each of their respective directors, officers, agents, employees and insurers,   harmless against all Losses arising from:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
claims for injuries   to, or death of, the Buyer’s directors, officers, agents or employees, or   loss of, or damage to, property of the Buyer or its employees, when such   Losses occur during or are incidental to either party’s exercise of any right   or performance of any obligation under this Agreement, and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
claims for injuries   to, or death of, third parties, or loss of, or damage to, property of third   parties, occurring during or incidental to (i) the provision of Seller   Representatives services under Clause 15 including services performed on   board the aircraft or (ii) the provision of Aircraft Training Services   to the Buyer.
    
	
 
    	
 
    	
 
    
	
19.3
    	
 
    	
Notice and Defense   of Claims
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
If any claim is made   or suit is brought against a party or entity entitled to indemnification   under this Clause 19 (the “Indemnitee”)   for damages for which liability has been assumed by the other party under   this Clause 19 (the “Indemnitor”),   the Indemnitee will promptly give notice to the Indemnitor and the Indemnitor   (unless otherwise requested by the Indemnitee) will assume and conduct the   defense, or settlement, of such claim or suit, as the Indemnitor will deem   prudent. Notice of the claim or suit will be accompanied by all information   pertinent to the matter as is reasonably available to the Indemnitee and will   be followed by
    


 

 

	
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such cooperation by   the Indemnitee as the Indemnitor or its counsel may reasonably request, at   the expense of the Indemnitor.
    
	
 
    	
 
    	
 
    
	
19.4
    	
 
    	
Insurance
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
For all Aircraft   Training Services, to the extent of the Buyer’s undertaking set forth in   Clause 19.2, the Buyer will or will cause the Initial Operator to:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(a)
    	
cause the Seller,   its Affiliates, its subcontractors and each of their respective directors,   officers, agents and employees to be named as additional insured under the   Buyer’s Comprehensive Aviation Legal Liability insurance policies, including   War Risks and Allied Perils (such insurance to include the AVN 52E Extended   Coverage Endorsement Aviation Liabilities or any further Endorsement   replacing AVN 52E as may be available as well as any excess coverage in   respect of War and Allied Perils Third Parties Legal Liabilities Insurance),   and
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(b)
    	
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 Affiliates, its subcontractors and each   of their respective directors, officers, agents, employees and insurers.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Any applicable   deductible will be borne by the Buyer. The Buyer will or will cause the   Initial Operator to furnish to the Seller, not less than seven   (7) working days prior to the start of any Aircraft Training Services,   certificates of insurance, in English, evidencing the limits of liability   cover and period of insurance coverage in a form acceptable to the Seller   from the Buyer’s or the Initial Operator’s insurance broker(s),as applicable,   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 Affiliates, its   subcontractors and each of their respective directors, officers, agents,   employees and insurers have been waived.
    


 

 

	
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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 least sixty (60) days; or
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(f)
    	
is divested of a   substantial part of its assets for a period of at least sixty (60) days,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
then any such event   will constitute an anticipatory breach of contract by such party (the   “Defaulting Party”) and the other party (the “Non-Defaulting Party”), at its   option, will have the right to retain all amounts previously paid to the   Non-Defaulting Party pursuant to the Agreement as liquidated damages for loss   of a bargain and not as a penalty, and will have the right to resort to any   remedy provided by applicable law, and may, to the full extent permitted by   law, by written notice, terminate all or part of this Agreement with respect   to any Aircraft, services, data and other items undelivered or unfurnished on   the effective date of such termination [*]
    
	
 
    	
 
    	
 
    
	
20.2
    	
 
    	
Termination for Failure to make Predelivery Payments and/or to Take   Delivery
    
	
 
    	
 
    	
 
    
	
20.2.1
    	
 
    	
[*]
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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[*]
    
	
 
    	
 
    	
 
    
	
20.2.2
    	
 
    	
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 will have the   right to put the Buyer on notice to do so [*].
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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 will be borne by the Buyer.
    
	
 
    	
 
    	
 
    
	
20.3
    	
 
    	
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 aircraft purchase agreement   between the Buyer or any of its Affiliates and the Seller or any of its   Affiliates and such failure is not remedied within [*] Business Days after the Seller has given notice   thereof to the Buyer, then the Seller may, by written notice, terminate all   or part of this Agreement.
    
	
 
    	
 
    	
 
    
	
20.4
    	
 
    	
General
    
	
 
    	
 
    	
 
    
	
20.4.1
    	
 
    	
To the full extent   permitted by law, the termination of all or part of this Agreement pursuant   to Clauses 20.1, 20.2 and 20.3 will 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 having jurisdiction.
    
	
 
    	
 
    	
 
    
	
20.4.2
    	
 
    	
The right for either   party under Clause 20.1 and for the Seller under Clauses 20.2 and 20.3 to   terminate all or part of this Agreement will 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 having jurisdiction pursuant to   any failure by the other party to perform its obligations under this   Agreement.
    
	
 
    	
 
    	
 
    
	
20.4.3
    	
 
    	
[*]
    
	
 
    	
 
    	
 
    
	
20.4.4
    	
 
    	
In the event of   termination of this Agreement following a default by the Buyer, including but   not limited to a default under Clauses 20.1, 20.2 or 20.3, the Seller may   without prejudice to any other rights and remedies available under this   Agreement or by law, all of which are expressly reserved, 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.
    


 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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21
    	
 
    	
ASSIGNMENTS AND TRANSFERS
    
	
 
    	
 
    	
 
    
	
21.1
    	
 
    	
Assignments
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Except as   hereinafter provided, neither party may sell, assign, novate or transfer its   rights or obligations under this Agreement to any person without the prior   written consent of the other, except that the Seller may sell, assign, novate   or transfer its rights or obligations under this Agreement to any Affiliate   without the Buyer’s consent.
    
	
 
    	
 
    	
 
    
	
21.2
    	
 
    	
Assignments on Sale,   Merger or Consolidation
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer will be   entitled to assign its rights under this Agreement at any time due to a   merger, consolidation or a sale of all or substantially all of its assets,   provided the Buyer first obtains the written consent of the Seller. The Buyer   will provide the Seller with no less than 30 days notice if the Buyer wishes   the Seller to provide such consent. The Seller will provide its consent if
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
the surviving or   acquiring entity has executed an assumption agreement, in form and substance   reasonably acceptable to the Seller, agreeing to assume all of the Buyer’s   obligations under this Agreement;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
at the time, and   immediately following the consummation, of the merger, consolidation or sale,   no event of default exists or will have occurred and be continuing;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iii)
    	
there exists with   respect to the surviving or acquiring entity no basis for a Termination   Event;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iv)
    	
following the sale,   merger or consolidation, the surviving entity is in a financial condition at   least equal to that of the Buyer immediately prior to the merger.
    
	
 
    	
 
    	
 
    
	
21.3
    	
 
    	
Designations by   Seller
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller may at   any time by notice to the Buyer designate facilities or personnel of the   Seller or any other Affiliate of the Seller at which or by whom the services   to be performed under this Agreement will be performed. Notwithstanding such   designation, the Seller will remain ultimately responsible for fulfillment of   all obligations undertaken by the Seller in this Agreement.
    
	
 
    	
 
    	
 
    
	
21.4
    	
 
    	
Transfer of Rights   and Obligations upon Reorganization
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
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”)   that is an Affiliate 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 will be completed without   consent of the Buyer following notification by the Seller to the Buyer in   writing. The Buyer recognizes that succession of the Successor to the   Agreement by operation of law that is valid under the law pursuant to which   that succession occurs will be binding upon the Buyer.
    


 

 

	
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22
    	
 
    	
MISCELLANEOUS PROVISIONS
    
	
 
    	
 
    	
 
    
	
22.1
    	
 
    	
Data Retrieval
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
On the Seller’s   reasonable request, the Buyer will use reasonable efforts to require   Operators to provide the Seller 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 an efficient and coordinated survey of all   reliability, maintenance, operational and cost data with a view to monitoring   the efficient and cost effective operations of the Airbus fleet worldwide
    
	
 
    	
 
    	
 
    
	
22.2
    	
 
    	
Notices
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
All notices and   requests required or authorized hereunder will be given in writing either by   personal delivery to an authorized officer of the party to whom the same is   given or by commercial courier, certified air mail (return receipt requested)   or facsimile at the addresses and numbers set forth below. The date on which   any such notice or request is so personally delivered, or if such notice or   request is given by commercial courier, certified air mail or facsimile, the   date upon which it is sent (with, in the case of a fax, 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
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller will be   addressed at:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Airbus S.A.S.
    
	
 
    	
 
    	
Attention: Senior Vice   President Contracts
    
	
 
    	
 
    	
1, Rond Point Maurice   Bellonte
    
	
 
    	
 
    	
31707 Blagnac Cedex,
    
	
 
    	
 
    	
France
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Phone :
    	
+33 (0)5 61 93 33 33
    
	
 
    	
 
    	
Fax :
    	
+33 (0)5 61 93 47 27
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer will be   addressed at:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
AIR LEASE   CORPORATION
    
	
 
    	
 
    	
Attention: Legal   Department
    
	
 
    	
 
    	
2000 Avenue of the   Stars, Suite 1000N
    
	
 
    	
 
    	
Los Angeles, California   90067
    
	
 
    	
 
    	
U.S.A.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Phone :
    	
+1 (310) 553 0555
    
	
 
    	
 
    	
Fax :
    	
+1 (310) 553 0999
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
From time to time,   the party receiving the notice or request may designate another address or   another person.
    
	
 
    	
 
    	
 
    
	
22.3
    	
 
    	
Waiver
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The failure of   either party to enforce at any time any of the provisions of this Agreement,   to exercise any right herein provided or to require at any time performance   by the other party of any of the provisions hereof will 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 hereof or the right of   the other party
    


 

 

	
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thereafter to   enforce each and every such provision. The express waiver by either party of   any provision, condition or requirement of this Agreement will not constitute   a waiver of any future obligation to comply with such provision, condition or   requirement.
    
	
 
    	
 
    	
 
    
	
22.4
    	
 
    	
International Supply   Contract
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer and the   Seller recognize 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 provisions hereof specifically including all waivers, releases and   remunerations by the Buyer set out herein.
    
	
 
    	
 
    	
 
    
	
22.5
    	
 
    	
Certain   Representations of the Parties
    
	
 
    	
 
    	
 
    
	
22.5.1
    	
 
    	
Buyer’s   Representations
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Buyer represents   and warrants to the Seller:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
the Buyer is a   corporation organized and existing in good standing under the laws of the   State of Delaware and has the corporate power and authority to enter into and   perform its obligations under this Agreement;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
neither the   execution and delivery by the Buyer of this Agreement, nor the consummation   of any of the transactions by the Buyer contemplated thereby, nor the   performance by the Buyer of the obligations thereunder, constitutes a breach   of any agreement to which the Buyer is a party or by which its assets are   bound;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iii)
    	
this Agreement has   been duly authorized, executed and delivered by the Buyer and constitutes the   legal, valid and binding obligation of the Buyer enforceable against the   Buyer in accordance with its terms.
    
	
 
    	
 
    	
 
    
	
22.5.2
    	
 
    	
Seller’s   Representations
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
The Seller   represents and warrants to the Buyer:
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
(i)
    	
the Seller is   organized and existing in good standing under the laws of the Republic of   France and has the corporate power and authority to enter into and perform   its obligations under this Agreement;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(ii)
    	
neither the   execution and delivery by the Seller of this Agreement, nor the consummation   of any of the transactions by the Seller contemplated thereby, nor the   performance by the Seller of the obligations thereunder, constitutes a breach   of any agreement to which the Seller is a party or by which its assets are   bound;
    
	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
(iii)
    	
this Agreement has   been duly authorized, executed and delivered by the Seller and constitutes   the legal, valid and binding obligation of the Seller enforceable against the   Seller in accordance with its terms.
    
	
 
    	
 
    	
 
    
	
22.6
    	
 
    	
Interpretation and   Law
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
THIS AGREEMENT WILL   BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF WILL BE DETERMINED   IN ACCORDANCE WITH
    


 

 

	
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THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

 

Each of the Seller and the Buyer (i) hereby irrevocably submits itself to the nonexclusive jurisdiction of the courts of the state of New York, New York County, of the United States District Court for the Southern District of New York, for the purposes of any suit, action or other proceeding arising out of this Agreement, the subject matter hereof or any of the transactions contemplated hereby brought by any party or parties hereto, and (ii) hereby waives, and agrees not to assert, by way of motion, as a defense or otherwise, in any such suit, action or proceeding, to the extent permitted by applicable law, any defense based on sovereign or other immunity or that the suit, action or proceeding which is referred to in clause (i) above is brought in an inconvenient forum, that the venue of such suit, action or proceeding is improper, or that this Agreement or the subject matter hereof or any of the transactions contemplated hereby may not be enforced in or by these courts.

 

THE PARTIES HEREBY ALSO AGREE THAT THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS WILL NOT APPLY TO THIS TRANSACTION.

 

22.6.1                                                        The Buyer for itself and its successors and assigns hereby designates and appoints the Secretary of the Buyer duly elected from time to time as its legal agent and attorney-in-fact upon whom all processes against the Buyer in any suit, action or proceeding in respect of any matter as to which it has submitted to jurisdiction under Clause 22.6 may be served with the same effect as if the Buyer were a corporation organized under the laws of the State of New York and had lawfully been served with such process in such state, it being understood that such designation and appointments will become effective without further action on the part of its Secretary.

 

22.6.2                                                        The assumption in Clause 22.6.1 made for the purpose of effecting the service of process will not affect any assertion of diversity by either party hereto initiating a proceeding in the New York Federal Courts or seeking transfer to the New York Federal Courts on the basis of diversity.

 

22.6.3                                                        Service of process in any suit, action or proceeding in respect of any matter as to which the Seller or the Buyer has submitted to jurisdiction under Clause 22.6 may be made on the Seller by delivery of the same personally or by dispatching the same via Federal Express, UPS, or similar international air courier service prepaid to, CT Corporation, New York City offices as agent for the Seller, it being agreed that service upon CT Corporation will constitute valid service upon the Seller or by any other method authorized by the laws of the State of New York, and (ii) may be made on the Buyer by delivery of the same personally or by dispatching the same by Federal Express, UPS, or similar international air courier service prepaid, return receipt requested to: Lord Securities Corporation, 48 Wall Street 2th Floor, New York, NY 10005, or by any other method authorized by the laws of the State of New York; provided in each case that failure to deliver or mail such copy will not affect the validity or effectiveness of the service of process.

 

22.6.4                                                        Headings

 

All headings in this Agreement are for convenience of reference only and do not constitute a part of this Agreement.

 

22.7                                                                    Waiver of Jury Trial

 

 

	
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EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY COUNTERCLAIM OR CROSS-CLAIM THEREIN.

 

22.8                                                                    Waiver of Consequential Damages

 

In no circumstances will either party claim or receive incidental or consequential damages under this Agreement.

 

22.9                                                                    No Representations Outside of this Agreement

 

The parties declare that, prior to the execution of this Agreement, they, with the advice of their respective counsel, apprised themselves of sufficient relevant data in order that they might intelligently exercise their own judgments in deciding whether to execute this Agreement and in deciding on the contents of this Agreement. Each party further declares that its decision to execute this Agreement is not predicated on or influenced by any declarations or representations by any other person, party, or any predecessors in interest, successors, assigns, officers, directors, employees, agents or attorneys of any said person or party, except as set forth in this Agreement. This Agreement resulted from negotiation involving counsel for all of the parties hereto and no term herein will be construed or interpreted against any party under the contra proferentum or any related doctrine.

 

22.10                                                            Confidentiality

 

Subject to any legal or governmental requirements of disclosure, the parties (which for this purpose will include their employees, and legal counsel) will maintain the terms and conditions of this Agreement and any reports or other data furnished hereunder strictly confidential, including but not limited to, the Aircraft pricing (the “Confidential Information”). Without limiting the generality of the foregoing, the Buyer will use its best efforts to limit the disclosure of the contents of this Agreement to the extent legally permissible in (i) any filing required to be made by the Buyer with any governmental agency and will make such applications as will be necessary to implement the foregoing, and (ii) any press release concerning the whole or any part of the contents and/or subject matter hereof or of any future addendum hereto. With respect to any public disclosure or filing, the Buyer agrees to submit to the Seller a copy of the proposed document to be filed or disclosed and will give the Seller a reasonable period of time in which to review said document. The Buyer and the Seller will consult with each other prior to the making of any public disclosure or filing, permitted hereunder, of this Agreement or the terms and conditions thereof.

 

The provisions of this Clause 22.10 will survive any termination of this Agreement.

 

22.11                                                            Severability

 

If any provision of this Agreement should for any reason be held ineffective, the remainder of this Agreement will remain in full force and effect. To the extent permitted by applicable law, each party hereto hereby waives any provision of law that renders any provision of this Agreement prohibited or unenforceable in any respect.

 

22.12                                                            Entire Agreement

 

This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes any previous understanding, commitments or representations whatsoever, whether oral or written. This Agreement will not be amended or modified except by an instrument in writing of

 

 

	
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even date herewith or subsequent hereto executed by both parties or by their fully authorized representatives.

 

22.13                                                            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 will prevail over the terms of the Specification or any other Exhibit. For the purpose of this Clause 22.13, the term Agreement will not include the Specification or any other Exhibit hereto.

 

22.14                                                            Language

 

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

 

22.15                                                            Counterparts

 

This Agreement has been executed in two (2) original copies.

 

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

 

 

	
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IN WITNESS WHEREOF, this A350XWB Family Purchase Agreement was entered into as of the day and year first above written.

 

 

AIRBUS, S.A.S.

 

 

	
By: 
    	
/s/ John J. Leahy
    	
 
    	
 
    


 

 

Title: Chief Operating Officer Customers

 

 

 

AIR LEASE CORPORATION

 

 

 

	
By:
    	
/s/ Steven F. Udvar-Házy
    	
 
    	
 
    
	
 
    	
 
    
	
Title:
    	
Chairman & CEO
    	
 
    	
 
    
						


 

 

	
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EXHIBIT A

 

 

E X H I B I T    A

 

S P E C I F I C A T I O N

 

 

The A350-900 Standard Specification and A350-1000 Basic ADD is contained in a separate folder.

 

 

	
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EXHIBIT A-1

 

 

[*]

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
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EXHIBIT A-2

 

[*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

	
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EXHIBIT B

 

E X H I B I T   B

 

 

F O R M   O F

 

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

 

 

	
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EXHIBIT B

 

	
 
    	
 
    
	

    	
For
    
	
 
    	
 
    
	
SPECIFICATION   CHANGE NOTICE
    	
SCN Number
    
	
 
    	
Issue
    
	
(SCN)
    	
Dated
    
	
 
    	
Page
    
	
 
    	
 
    
	
 
    	
 
    
	
Title   :
    	
 
    
	
 
    	
 
    
	
Description   :
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Remarks / References
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Specification changed by this SCN
    	
 
    
	
 
    	
 
    
	
This SCN requires prior or concurrent acceptance of   the following SCN (s):
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Price per aircraft
    	
 
    
	
 
    	
 
    
	
US DOLLARS:
    	
 
    
	
AT DELIVERY CONDITIONS:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
This change will be effective on                    AIRCRAFT   N°                     and   subsequent.
    
	
 
    	
 
    
	
Provided approval is received by
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Buyer   approval
    	
Seller   approval
    
	
 
    	
 
    
	
 
    	
 
    
	
By  :
    	
By :
    
	
 
    	
 
    
	
Date :
    	
Date :
    
	
 
    	
 
    


 

	
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EXHIBIT B

 

	
 
    	
 
    
	

    	
For
    
	
 
    	
 
    
	
SPECIFICATION   CHANGE NOTICE
    	
SCN Number
    
	
 
    	
Issue
    
	
(SCN)
    	
Dated
    
	
 
    	
Page
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Specification repercussion:
    	
 
    
	
After contractual   agreement with respect to weight, performance, delivery, etc, the indicated   part of the specification wording will read as follows:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    


 

	
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EXHIBIT B

 

	
 
    	
 
    
	

    	
For
    
	
 
    	
 
    
	
SPECIFICATION   CHANGE NOTICE
    	
SCN Number
    
	
 
    	
Issue
    
	
(SCN)
    	
Dated
    
	
 
    	
Page
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Scope of change (FOR INFORMATION ONLY)
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    


 

	
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EXHIBIT B-2

 

	

    	
 
    
	
 
    	
For
    
	
 
    	
 
    
	
 
    	
 
    
	
MANUFACTURER’S
   SPECIFICATION CHANGE
   NOTICE
    	
MSCN Number
   Issue
    Dated
    Page
    
	
 
    	
 
    
	
 
    	
 
    
	
(SCN)
    	
 
    
	
 
    	
 
    
	
Title   :
    	
 
    
	
 
    	
 
    
	
Description   :
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Effect   on weight :
    	
 
    
	
·                  Manufacturer’s   Weight Empty change :
    	
 
    
	
·                  Operational Weight   Empty change :
    	
 
    
	
·                  Allowable Payload   change :
    	
 
    
	
 
    	
 
    
	
Remarks / References
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Specification changed by this SCN
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Price per aircraft
    	
 
    
	
 
    	
 
    
	
US DOLLARS:
    	
 
    
	
AT DELIVERY CONDITIONS:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
This change will be effective on                               AIRCRAFT   N°                         and   subsequent.
    
	
 
    	
 
    
	
Provided approval is received by
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Buyer approval
    	
Seller approval
    
	
 
    	
 
    
	
 
    	
 
    
	
By  :
    	
By   :
    
	
 
    	
 
    
	
Date   :
    	
Date   :
    
	
 
    	
 
    
			


 

	
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EXHIBIT B-2

 

	

    	
 
    
	
 
    	
For
    
	
 
    	
 
    
	
 
    	
 
    
	
MANUFACTURER’S
   SPECIFICATION CHANGE
   NOTICE
    	
MSCN Number
   Issue
    Dated
    Page
    
	
 
    	
 
    
	
 
    	
 
    
	
(SCN)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Specification repercussion:
    	
 
    
	
After contractual   agreement with respect to weight, performance, delivery, etc, the indicated   part of the specification wording will read as follows:
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
			


 

	
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EXHIBIT B-2

 

	

    	
 
    
	
 
    	
For
    
	
 
    	
 
    
	
 
    	
 
    
	
MANUFACTURER’S
   SPECIFICATION CHANGE
   NOTICE
    	
MSCN Number
   Issue
    Dated
    Page
    
	
 
    	
 
    
	
 
    	
 
    
	
(SCN)
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
Scope of change (FOR INFORMATION ONLY)
    	
 
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
			


 

	
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EXHIBIT C

 

AIRCRAFT PRICE REVISION FORMULA

 

1                                                                    BASE PRICE

 

The Aircraft 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 Aircraft Base Price has been established in accordance with the average economic conditions prevailing in December 2010, January 2011, February 2011 and corresponding to a theoretical delivery in January 2012 as defined by “ECIb” and “ICb” index values indicated hereafter.

 

3                                                                    INDEXES

 

Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as “ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”, and found in Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages and Salaries for private industry workers by industry and occupational group”, or such other name that may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS Code 336411, base month and year December 2005 = 100).

 

The quarterly value released for a certain month (March, June, September and December) will be the one deemed to apply for the two preceding months.

 

Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.

 

Material Index: “Industrial Commodities” (hereinafter referred to as “IC”) as published in “PPI Detailed Report” (found in Table 6. “Producer price indexes and percent changes for commodity and service groupings and individual items not seasonally adjusted” or such other names that may be from time to time used for the publication title and/or table). (Base Year 1982 = 100).

 

Index code for access on the Web site of the US Bureau of Labor Statistics: WPU03THRU15.

 

4                                                                    REVISION FORMULA

 

	
Pn
    	
=
    	
[*]
    
	
 
    	
 
    	
 
    
	
Where
    	
:
    	
 
    
	
 
    	
 
    	
 
    
	
Pn
    	
:
    	
Aircraft Base Price as revised at the Delivery   Date of the Aircraft
    
	
 
    	
 
    	
 
    
	
Pb
    	
:
    	
Aircraft Base Price at economic   conditions December 2010, January 2011, February 2011 averaged   (January 2012 delivery conditions)
    


 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

	
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EXHIBIT C

 

	
[*]
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
ECIn
    	
:
    	
the arithmetic average of the latest published   values of the ECI 336411W-Index available at the Delivery Date of the   Aircraft for the 11th, 12th and 13th month prior to the month of Aircraft   Delivery
    
	
 
    	
 
    	
 
    
	
ECIb
    	
:
    	
ECI 336411W-Index for December 2010,   January 2011, February 2011 averaged (= [*])
    
	
 
    	
 
    	
 
    
	
ICn
    	
:
    	
the arithmetic average of the latest   published values of the IC-Index available at the Delivery Date of the   Aircraft for the 11th, 12th and 13th month prior to the month of Aircraft   Delivery
    
	
 
    	
 
    	
 
    
	
ICb
    	
:
    	
IC-Index for December 2010,   January 2011, February 2011, averaged (=[*])
    


 

5                                                                    GENERAL PROVISIONS

 

5.1                                                        Roundings

 

The Labor Index average and the Material Index average will be computed to the first decimal. If the next succeeding place is five (5) or more, the preceding decimal place will be raised to the next higher figure.

 

Each quotient [*] and [*] will be rounded to the nearest ten-thousandth (4 decimals). If the next succeeding place is five (5) or more, the preceding decimal place will be raised to the next higher figure.

 

The final factor [*] will be rounded to the nearest ten-thousandth (4 decimals).

 

The final price will be rounded to the nearest whole number (0.5 or more rounded to 1).

 

5.2                                                        Substitution of Indexes for Aircraft Price Revision Formula

 

If:

(i)                        the United States Department of Labor substantially revises the methodology of calculation of the Labor Index or the Material Index as used in the Aircraft Price Revision Formula, or

 

(ii)                     the United States Department of Labor discontinues, either temporarily or permanently, such Labor Index or such Material Index, or

 

(iii)                  the data samples used to calculate such Labor Index or such Material Index are substantially changed;

 

the Seller will select a substitute index for inclusion in the Aircraft Price Revision Formula (the “Substitute Index”).

 

The Substitute Index will reflect as closely as possible the actual variance of the Labor Costs or of the material costs used in the calculation of the original Labor Index or Material Index as the case may be.

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

	
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EXHIBIT C

 

As a result of the selection of the Substitute Index, the Seller will make an appropriate adjustment to the Aircraft Price Revision Formula to combine the successive utilization of the original Labor Index or Material Index (as the case may be) and of the Substitute Index.

 

5.3                                                        Final Index Values

 

The Index values as defined in Clause 4 above will be considered final and no further adjustment to the base prices as revised at Delivery of the Aircraft will be made after Aircraft Delivery for any subsequent changes in the published Index values.

 

5.4                                                        Limitation

 

Should the sum of [*] be less than 1, Pn will be equal to [*].

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

	
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EXHIBIT D

 

CERTIFICATE OF ACCEPTANCE

 

In accordance with the terms of [clause [·]] of the purchase agreement dated [day] [month] [year] and made between [insert name of the party to the Purchase Agreement] (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 A3[·]-[·] aircraft, bearing manufacturer’s serial number [·], and registration mark [·](the “Aircraft”) have taken place in [xxx].

 

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

 

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

 

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

 

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

 

CUSTOMER [as agent of OWNER]

Name:

Title:

Signature:

 

 

	
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EXHIBIT E

 

BILL OF SALE

 

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

 

	
AIRFRAME:
    	
[ENGINES/PROPULSION   SYSTEMS]:
    
	
 
    	
 
    
	
AIRBUS Model A3[·]-[·]         
    	
[Insert name of engine or propulsion system manufacturer] Model [·]
    
	
 
    	
 
    
	
MANUFACTURER’S
   SERIAL NUMBER:    [·]
    	
ENGINE SERIAL NUMBERS:

LH:  [·]

RH: [·]
    
	
 
    	
 
    
	
REGISTRATION MARK:      [·]
    	
 
    
	
 
    	
 
    


 

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

 

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

 

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

 

[Insert Name/Address of Buyer]

(the “Buyer”)

 

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

 

This Bill of Sale will 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 authorized representative this _____ day of [month], [year] in [xxx].

 

 

AIRBUS S.A.S.

 

Name:

Title:

Signature:

 

 

	
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EXHIBIT F

 

EXHIBIT F

 

 

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

 

 

L I S T   O F   I T E M S

 

 

	
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EXHIBIT F

 

SELLER SERVICE LIFE POLICY

 

 

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

 

 

2                                                                    WINGS - CENTER AND OUTER WING BOX (LEFT AND RIGHT)

 

2.1                                                        Wing Structure

 

2.1.1                                            Spars

 

2.1.2                                            Ribs and stringers inside the wing box

 

2.1.3                                            Upper and lower wing skin panels of the wing box

 

2.2                                                        Fittings

 

2.2.1                                            Support structure and attachment fittings for the flap structure

 

2.2.2                                            Support structure and attachment fitting for the engine pylons

 

2.2.3                                            Support structure and attachment fitting for the main landing gear

 

2.2.4                                            Support structure and attachment fitting for the center wing box

 

2.3                                                        Auxiliary Support Structure

 

2.3.1                                            For the slats:

 

2.3.1.1                                Ribs supporting the track rollers on wing box structure

 

2.3.1.2                                Ribs supporting the actuators on wing box structure

 

2.3.2                                            For the ailerons:

 

2.3.2.1                                Hinge brackets and ribs on wing box rear spar or shroud box

 

2.3.2.2                                Actuator fittings on wing box rear spar or shroud box

 

2.3.3                                            For airbrakes, spoilers, lift dumpers:

 

2.3.3.1                                Hinge brackets and ribs on wing box rear spar or shroud box

 

2.3.3.2                                Actuator fittings on wing box rear spar or shroud box

 

2.4                                                        Pylon

 

2.4.1                                            For the Pylon Main Structural Box

 

2.4.1.1                                Spars

 

2.4.1.2                                Ribs

 

 

	
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EXHIBIT F

 

2.4.1.3                                Skin, doublers and stiffeners

 

2.4.1.4                                Support structure and attachment fitting for engine supports

 

3                 FUSELAGE

 

3.1                                                        Fuselage structure

 

3.1.1                                            Fore and aft bulkheads

 

3.1.2                                            Pressurized floors and bulkheads surrounding the main and nose gear wheel well and center wing box

 

3.1.3                                            Skins, doublers, stringers and frames from the forward pressure bulkheads to the frame supporting the rear attachment of horizontal stabilizer

 

3.1.4                                            Window and windscreen attachment structure but excluding transparencies

 

3.1.5                                            Passenger and cargo doors internal structure

 

3.1.6                                            Sills, excluding scuff plates, and upper beams surrounding passenger and cargo door apertures

 

3.1.7                                            Cockpit floor structure and passenger cabin floor beams excluding floor panels and seat rails

 

3.1.8                                            Keel beam structure

 

3.2                                                        Fittings

 

3.2.1                                            Landing gear support structure and attachment fitting

 

3.2.2                                            Support structure and attachment fittings for the vertical and horizontal stabilizers

 

3.2.3                                            Support structure and attachment fitting for the APU

 

4                                                                    STABILIZERS

 

4.1                                                        Horizontal Stabilizer Main Structural Box

 

4.1.1                                            Spars

 

4.1.2                                            Ribs

 

4.1.3                                            Upper and lower skins and stringers

 

4.1.4                                            Support structure and attachment fitting to fuselage and trim screw actuator

 

4.1.5                                            Elevator support structure

 

4.1.5.1                                Hinge bracket

 

4.1.5.2                                Servocontrol attachment brackets

 

4.2                                                        Vertical Stabilizer Main Structural Box

 

4.2.1                                            Spars

 

 

	
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EXHIBIT F

 

4.2.2                                            Ribs

 

4.2.3                                            Skins and stringers

 

4.2.4                                            Support structure and attachment fitting to fuselage

 

4.2.5                                            Rudder support structure

 

4.2.5.1                                Hinge brackets

 

4.2.5.2                                Servocontrol attachment brackets

 

5                                                                    EXCLUSIONS

 

Bearing and roller assemblies, bearing surfaces, bushings, fittings other than those listed above, access and inspection doors, including manhole doors, latching mechanisms, all system components, commercial interior parts, insulation and related installation and connecting devices are excluded from this Seller Service Life Policy.

 

 

	
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EXHIBIT G

 

 

TECHNICAL DATA & SOFTWARE

 

 

	
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EXHIBIT G

 

TECHNICAL DATA & SOFTWARE

 

Where applicable, data will be established in general compliance with the S1000D Specification jointly defined by the ASD (Aerospace and Defense Industries Association of Europe), AIA (Aerospace Industries Association) and ATA (Air Transport Association of America).

 

The Seller will provide the Buyer with the following Technical Data (or such other equivalent Technical Data as may be applicable at the time of their provision to the Buyer).

 

1-                                           Flight Operations Data Package

 

The Airbus A350XWB Flight Operations Data Package encompasses the following customised operational manuals required to operate the Aircraft:

 

-      Flight Manual (FM),

-      Flight Crew Operating Manual (FCOM),

-      Flight Crew Training Manual (FCTM),

-      Quick Reference Handbook (QRH),

-      Cabin Crew Operating Manual (CCOM),

-      Master Minimum Equipment List (MMEL),

-      Weight and Balance Manual (WBM).

 

 

1.1-                               Format of Data

 

The Flight Operations Data Package will be available on-line through the Seller’s customer portal AirbusWorld in eXtensible Mark-up Language (XML), for downloading and further data processing and customization, and/or in Portable Document Format (PDF), as applicable.

 

In addition, the Seller will make available up to a maximum of two (2) QRH sets per Aircraft in paper format.

 

Upon the Buyer’s request, a back-up copy of the manuals of the Flight Operations Data Package may be provided off-line on CD or DVD.

 

 

1.2-                               Availability Schedule

 

The Airbus Flight Operations Data Package reflecting the Buyer’s Aircraft configuration will be available to the Buyer ninety (90) days before the Scheduled Delivery Month of the first Aircraft.

 

A preliminary customized MMEL will be available one hundred eighty (180) days prior to the Scheduled Delivery Month of the first Aircraft.

 

The final issue of WBM and FM will be made available at the time of each Aircraft Delivery.

 

 

2-                                           Airbus A350XWB Maintenance Technical Data Package

 

The Airbus A350XWB Maintenance Technical Data Package encompasses customised maintenance data required for on-aircraft line maintenance to ensure the continued 

 

 

	
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EXHIBIT G

 

airworthiness of the Aircraft available through the following business data modules (hereinafter “BDM”):

 

1-           Systems description,

2-           Maintenance procedures,

3-           Fault reporting,

4-           Fault isolation,

5-           Maintenance illustrated parts data,

6-           Schematics diagrams,

7-           Wiring diagrams,

8-           Wire data,

9-           Standard practices – electrical,

10-   Structural repair illustrated parts data,

11-   Structural repair instructions,

12-   Non destructive testing,

13-   Schedules tasks.

 

 

2.1 -                           Format of Data

 

BDMs under items 1 to 12 above will be available in the Airn@v/Line Maintenance module of the AirN@v software and will be available on-line through the Seller’s customer portal AirbusWorld.

 

BDM under item 13 above will be available in the Airn@v/Planning module of the AirN@v software and will be available on-line through the Seller’s customer portal AirbusWorld.

 

The corresponding raw data in eXtensible Mark-up Language (XML) format will be available for download from the Seller’s customer portal AirbusWorld.

 

 

2.2 -                           Availability Schedule

 

BDMs for maintenance data referenced under items 1 to 13 above, reflecting the Buyer’s Aircraft configuration, will be available to the Buyer ninety (90) days before the Scheduled Delivery Month of the first Aircraft.

 

Upon the Buyer’s request, where applicable, preliminary maintenance data may be available one hundred eighty (180) days prior to the Scheduled Delivery Month of the first Aircraft.

 

 

3 -                                       Non-customized Technical Data

 

Non-customised Technical Data provided as part of the Maintenance Technical Data Package will be made available to the Buyer either in the corresponding Advanced Consultation Tool, as detailed in Clause 14.9 of the Agreement, or on-line through the Seller’s customer portal AirbusWorld, as applicable.

 

The Technical Data included in the Advanced Consultation Tool and/or available on-line through the Seller’s customer portal AirbusWorld in PDF format will be as listed in the Seller’s Customer Services Catalog current at the time of the delivery of the Technical Data.

 

Nothing to the contrary to the above, the Airn@v modules will allow consultation of various documents, such as defined hereunder:

 

 

	
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EXHIBIT G

 

(i)                                   Airn@v/Planning module: Maintenance Planning Document and BDM under item 13 as set forth in Clause 2 to this Exhibit G;

 

(ii)                Airn@v/Engineering module: Alert Operators Transmission (AOT), Flight Operations Transmission (FOT), Operators Information Transmission (OIT), Service Information Letter (SIL), Technical Follow-Up (TFU), Service Bulletin (SB), Vendor Service Bulletin (VSB), Modification (MOD), Modification Proposal (MP), Airworthiness Directives (AD), European Airworthiness Directives (EUAD);

 

(iii)               Airn@v/Associated Data module: Consumable Material List (CML), Standards Manual (SM), Electrical Standard Practices Manual (ESPM), Tool and Equipment Manual (TEM).

 

Non-customised Technical Data will be made available to the Buyer in accordance with a schedule to be mutually agreed between the Buyer and Seller no later than eighteen (18) months prior to the Scheduled Delivery Month of the first Aircraft.

 

 

4-                                           Additional Technical Data

 

4.1                                    In addition to the Flight Operations Data Package and the Maintenance Technical Data Package, the Seller will provide, at Delivery of each Aircraft, on-line access to the Aircraft mechanical drawings that cover installation of structure and systems fitted on the Buyer’s Aircraft at Delivery.

 

4.2                                    Within thirty (30) days after the Delivery of each Aircraft, the Seller will provide:

 

-              the weighing report, for integration into the WBM by the Buyer,

 

-              the Electrical Load Analysis (ELA), in a format allowing further updating by the Buyer.

 

 

	
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EXHIBIT H

 

 

E X H I B I T   H

 

 

 

 

M A T E R I A L

 

 

 

S U P P L Y   AND   S E R V I C E S

 

 

	
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EXHIBIT H

 

1.                                                            GENERAL

 

1.1                                                    Scope

 

1.1.1                                        This Exhibit “H” defines the terms and conditions for the support and services that may be offered by the Seller to the Buyer in the area of Material, as such term in defined in Article 1.2.1 hereafter.

 

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”).

 

1.1.4                                        The term “SPEC 2000” as used throughout this Exhibit “H” means the “E-Business Specification for Materiels Management” document published by the Air Transport Association of America.

 

1.2                                                    Material Categories

 

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

 

(i)              “Seller Parts” (corresponding to 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 (as defined in SPEC 2000);

 

(iii)        Supplier Parts classified as Expendable Line Maintenance Parts (as defined in SPEC 2000);

 

(iv)      Seller and/or Supplier ground support equipment and specific-to-type tools.

 

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.

 

1.3                                                    Term

 

During a period commencing on the date hereof and continuing as long as at least five (5) aircraft of the model of the Aircraft are operated in commercial air transport service, of which at least one (1) is operated by the Buyer (the “Term”), the Seller shall maintain, or cause to be maintained, a reasonable stock of Seller Parts.

 

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

 

 

	
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EXHIBIT H

 

1.4                                                    Airbus Material Center

 

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

 

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

 

1.4.3                                        For efficient and prompt deliveries, the Seller and its Affiliates operate a global network of regional satellite stores (“Regional Satellite Stores”).

 

The Seller reserves the right to effect deliveries from the Airbus Material Center, from any of the Regional Satellite Stores or from any other production or Supplier’s facilities.

 

1.5                                                    Customer Order Desk

 

The Seller operates a “Customer Order Desk”, the main functions of which are:

 

(i)              Management of order entries for all priorities, including Aircraft On Ground (“AOG”);

 

(ii)           Management of order changes and cancellations;

 

(iii)        Administration of Buyer’s routing instructions;

 

(iv)      Management of Material returns;

 

(v)         Clarification of delivery discrepancies;

 

(vi)      Issuance of credit and debit notes.

 

The Buyer hereby agrees to communicate its orders for Material to the Customer Order Desk either in electronic format (SPEC 2000) or via the Internet.

 

1.6                                                    Material and Logistics Support Representative

 

The Seller shall assign one (1) material and logistics support representative based at the Airbus Material Center to assist with, and coordinate, material support matters between the Seller and the Buyer during the Term.

 

1.7                                                    Agreements of the Buyer

 

1.7.1                                        During the Term, the Buyer agrees to purchase from the Seller or its licensee(s) the Seller Parts required for the Buyer’s own needs.

 

1.7.2                                        Notwithstanding the foregoing, the Buyer may resort to the stocks of Seller Parts of other operators of the same aircraft type or model or purchase Seller Parts from said operators or from distributors, provided said Seller Parts were originally designed by the Seller and manufactured by the Seller or its licensees.

 

1.7.3                    Without prejudice to Articles 1.7.1 and 1.7.2, the Buyer may (subject to the express further agreement of the Seller in relation to Article 1.7.3 (ii) below) manufacture, 

 

 

	
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EXHIBIT H

 

exclusively for its own use and without paying any license fee to the Seller, parts equivalent to Seller Parts subject to the existence of one of the following circumstances:

 

(i)                                   after expiration of the Term, the concerned Seller Parts are out of stock;

 

(ii)                                Seller Parts are needed to perform confirmed 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 manufacture such parts;

 

(iii)                             when a Seller Part is identified as “Local Manufacture” in the Illustrated Parts Catalog (IPC).

 

1.7.4.1                            The rights granted to the Buyer in Article 1.7.3 shall not in any way be construed as a license, nor shall they in any way obligate the Buyer to pay any license fee or royalty, nor shall they in any way be construed to affect the rights of third parties.

 

1.7.4.2                            Furthermore, in the event of the Buyer manufacturing any parts, subject to and in accordance with the provisions of Article 1.7.3, such manufacturing and any use made of the manufactured parts shall be under the sole liability of the Buyer and the right given by the Seller under such Article 1.7.3 shall not be construed as express or implicit approval howsoever either of the Buyer in its capacity of manufacturer of such parts 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 UNDER ARTICLE 1.7.3 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.

 

1.7.4.3                            The Buyer shall allocate its own part number to any part manufactured in accordance with Article 1.7.3 above. The Buyer shall under no circumstances be allowed to use, the Airbus part number of the Seller Part to which such manufactured part is equivalent.

 

1.7.4.4                            Notwithstanding any right provided to the Buyer under Article 1.7.3, the Buyer shall not be entitled to sell or loan any part manufactured under the provisions of Article1.7.3 to any third party.

 

 

2.                                                            INITIAL PROVISIONING

 

2.1                                                    Period

 

The initial provisioning period commences with the Pre-Provisioning Meeting, as defined in Article 2.2.1 below, and expires on the ninetieth (90th) day after Delivery of the last Aircraft firmly ordered under the Agreement (“Initial Provisioning Period”).

 

 

	
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EXHIBIT H

 

2.2                                                    Pre-Provisioning Meeting

 

2.2.1                    The Seller shall organize a pre-provisioning meeting (the “Pre-Provisioning Meeting”) at the Airbus Material Center, or any other location as may be mutually agreed upon, for the purpose of defining an acceptable schedule and working procedure for the preparation of the initial issue of the Provisioning Data and the Initial Provisioning Conference referred to in Articles 2.3 and 2.4 below.

 

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

 

2.2.2                                        The Pre-Provisioning Meeting shall take place no later than nine (9) months prior to Scheduled Delivery Month of the first Aircraft. The date of the meeting shall be mutually agreed upon, allowing a minimum preparation time of eight (8) weeks for the Initial Provisioning Conference.

 

 

2.3                                                    Initial Provisioning Conference

 

The Seller shall organize an initial provisioning conference at the Airbus Material Center (the “Initial Provisioning Conference”), the purpose of which shall be to define the agreed material scope and working procedures to accomplish the initial provisioning of Material (hereinafter “Initial Provisioning”).

 

Such Initial Provisioning Conference shall take place at the earliest eight (8) weeks after Aircraft Manufacturer Serial Number allocation or Contractual Definition Freeze, whichever occurs last and latest six (6) months before the Scheduled Delivery Month of the first Aircraft.

 

 

2.4                                                    Provisioning Data

 

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

 

2.4.1.1              Unless a longer revision cycle has been mutually agreed upon, the Provisioning Data shall be revised every ninety (90) days up to the end of the Initial Provisioning Period.

 

2.4.1.2              The Seller shall ensure that 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.

 

2.4.1.3              Provisioning Data generated by the Seller and supplied to the Buyer shall comply with the configuration of the Aircraft as documented three (3) months before the date of issue.

 

This provision shall not cover:

(i)  Buyer modifications not known to the Seller,

(ii) other modifications not approved by the Seller’s Aviation Authorities.

 

 

	
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EXHIBIT H

 

2.4.2                                        Supplier-Supplied Data

 

Provisioning Data corresponding to Supplier Parts (both initial issue and revisions) shall be transmitted to the Buyer either 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/or quality of such data. Such Provisioning Data shall be provided in either SPEC 2000 format or any other mutually agreed format. The Buyer shall specify in writing to the Seller the requested Provisioning Data format at the time of the Initial Provisioning Conference.

 

2.4.3                                        Supplementary Data

 

The Seller shall provide the Buyer with data supplementary to the Provisioning Data. This shall include local manufacture tables, ground support equipment, specific-to-type tools and a pool item candidate list.

 

2.5                                                    Commercial Offer

 

Upon the Buyer’s request, the Seller shall submit a commercial offer for Material mutually agreed as being Initial Provisioning Material.

 

2.6                                                    Delivery of Initial Provisioning Material

 

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

 

2.6.2                                        The delivery of Initial Provisioning Material shall take place according to the conditions specified in the commercial offer mentioned in Article 2.5 above.

 

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

 

a)                       The “Buy-Back Period” is defined as the period starting one (1) year after and ending four (4) years after Delivery of the first Aircraft to the Buyer.

 

b)                       At any time during the Buy-Back Period, the Buyer shall have the right to return to the Seller solely Seller Parts as per Article 1.2.1 (i) or Supplier Parts as per Article 1.2.1 (ii), subject to the Buyer providing sufficient evidence that such Material fulfils the conditions defined hereunder.

 

c)                       Material as set forth in Article b) above shall be eligible for Buy-Back provided:

 

i)               The Material is unused and undamaged and is accompanied by the Seller’s original documentation (tag, certificates);

 

ii)             The Seller provided the Buyer with an Initial Provisioning recommendation for such Material at the time of the Initial Provisioning Conference based upon a maximum protection level of ninety-six percent (96 %) and a maximum transit time of twenty (20) days;

 

iii)            The quantity procured by the Buyer was not in excess of the provisioning quantities recommended by the Seller;

 

 

	
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iv)           The Material was purchased for Initial Provisioning purposes by the Buyer directly from the Seller;

 

v)            The Material ordered by the Buyer is identified as an Initial Provisioning order and was placed on routine, and not expedite, basis;

 

vi)           The Material and its components have at least ninety percent (90 %) shelf life remaining when returned;

 

vii)         The Material is returned to the Seller by the Buyer and has effectively been received and accepted by the Seller before the end of the Buy-Back Period.

 

d)    If any Material is accepted for Buy-Back, the Seller shall credit the Buyer as follows:

 

-            For Seller Parts as per Article 1.2.1 (i) the Seller shall credit the Buyer one hundred percent (100 %) of the price originally paid;

 

-            For Supplier Parts as per Article 1.2.1 (ii) the Seller shall credit the Buyer one hundred percent (100 %) 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 2.7. The Seller’s acknowledgement and agreement in writing shall be necessary before any Material in excess of the Seller’s Initial Provisioning recommendation shall be considered for Buy-Back.

 

f)         It is expressly understood and agreed that all credits described in Article 2.7 (d) shall be provided by the Seller to the Buyer exclusively by means of credit notes to the Buyer’s Material account with the Seller.

 

g)    Transportation costs for the agreed return of Material under this Article 2.7 shall be borne by the Buyer.

 

 

3.                                                            OTHER MATERIAL SUPPORT

 

3.1                                                    Replenishment and Delivery

 

3.1.1                                        General

 

For the purpose of clarification, it is expressly stated that the provisions of Article 3.1.2 do not apply to Initial Provisioning Material and Provisioning Data as described in Article 2.

 

3.1.2                                        Lead times

 

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

 

3.1.2.1                            Seller Parts as per Article 1.2.1 (i) shall be dispatched within the lead times published by the Seller.

 

Lead times for Seller Parts as per Article 1.2.1 (i), which are not published by the Seller, shall be quoted upon request.

 

 

	
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EXHIBIT H

 

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

 

3.1.3                                        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”).

 

3.1.3.1                            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:

 

(i)                       four (4) hours after receipt of an AOG order;

(ii)                    twenty-four (24) hours after receipt of a critical order (imminent AOG or work stoppage);

(iii)                 seven (7) days after receipt of an expedite order (urgent stock replenishment).

 

3.1.3.2                            In exceptional AOG circumstances, should the Buyer be unable to send a written order for reasons beyond his control, the Seller may deliver the Material after a telephone call, provided a purchase order is sent to the Seller by the end of the next Business Day. Should the Buyer fail to send such purchase order, the Seller reserves the right to refuse any subsequent purchase orders without receipt of a firm written purchase order.

 

3.1.4                                        Shortages, Overshipments, Non-Conformity in Orders

 

3.1.4.1                            The Buyer shall, within thirty (30) days after delivery of Material pursuant to a purchase order, advise the Seller:

 

(i)      of any alleged shortages or overshipments;

 

(ii)   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-conformities within the above-defined period, the Buyer shall be deemed to have accepted the delivery.

 

3.1.4.2                            In the event of the Buyer reporting an overshipment or non-conformity to the order within the period defined in Article 3.1.4.1 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. In such case, reasonable transportation costs shall be borne by the Seller.

 

3.1.5                                        Delivery Terms

 

Material shall be delivered to the Buyer as follows:

 

(i)      Free Carrier (FCA) Airbus Material Center;

 

(ii)   Free Carrier (FCA) Seller’s Regional Satellite Stores;

 

(iii)Free Carrier (FCA) Seller’s or Supplier’s facility for deliveries from any other Seller or Supplier facilities.

 

The term Free Carrier (FCA) is as defined in the Incoterms 2010 publication issued by the International Chamber of Commerce.

 

 

	
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EXHIBIT H

 

3.1.6                                        Packaging

 

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

 

3.1.7                                        Cessation of Deliveries

 

The Seller reserves the right to restrict, stop or otherwise suspend deliveries if the Buyer fails to meet its obligations defined in Articles 5.2 through 5.3.

 

3.2                                                    Seller Parts Leasing

 

The Seller offers the Buyer the option to lease certain Seller Parts as listed in the Customer Services Catalog. The terms and conditions applicable to such service shall be as set forth in the then current Customer Services Catalog.

 

3.3                                                    Tools and Ground Support Equipment

 

The Seller offers for sale and/or loan a range of ground support equipment and specific-to-type tools, as defined in 1.2.1 (iv).

 

The terms and conditions applicable to such service shall be as set forth in the then current Customer Services Catalog.

 

3.4                                                    Seller Parts Repair

 

The Seller may offer the Buyer a service whereby the Seller would manage the repair of Seller Parts as defined in Article 1.2.1 (i).

 

The terms and conditions applicable to such service shall be as set forth in the then current Customer Services Catalog.

 

4                                                                WARRANTIES

 

4.1                                                    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.

 

 

	
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EXHIBIT H

 

4.1.1                                        Warranty Period

 

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

 

4.1.1.2                            Whenever any Seller Part, which contains a defect for which the Seller is liable under Clause 4.1, has been corrected, replaced or repaired pursuant to the terms of this Clause 4.1, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Seller Part, whichever the case may be, shall be the remaining portion of the original warranty period or [*] months, whichever is longer.

 

4.1.2                                        Buyer’s Remedy and Seller’s Obligation

 

The Buyer’s remedy and Seller’s obligation and liability under this Article 4.1 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 4.1 of this Exhibit “H”.

 

4.2                                                    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 the benefit of any warranties, which the Seller may have obtained from the corresponding Suppliers and the Buyer hereby agrees that it shall accept the same.

 

4.3                                                    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 4 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, LEASED PART AND/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, 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

 

	
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EXHIBIT H

 

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 4.3, THE “SELLER” SHALL BE UNDERSTOOD TO INCLUDE THE SELLER, ANY OF ITS SUPPLIERS AND SUBCONTRACTORS, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.

 

5.                                                            COMMERCIAL CONDITIONS

 

5.1                                                    Price

 

5.1.1                    All Material prices shall be quoted in accordance with the delivery terms set forth under Article 3.1.5.

 

5.1.2                                        Notwithstanding the provisions of Article 2.5, 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.

 

5.1.3                                        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:

 

(i)           significant revision in the manufacturing costs and purchase price of materials;

 

(ii)        significant variation of exchange rates;

 

(iii)     significant error in the estimation or expression of any price.

 

5.1.4                                        The Seller’s prices for all other Material shall be the prices published by the Seller on the date of receipt of the order.

 

Prices that are not published by the Seller shall be quoted upon request.

 

The Seller however reserves the right to revise the prices for all other Material in case of any significant error in the estimation or expression of any price.

 

5.2                                                    Payment Procedures and Conditions

 

All payment under this Exhibit “H” shall be made in accordance with the terms and conditions set forth in the then current Customer Services Catalog.

 

5.3                                                    Title

 

 

	
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EXHIBIT H

 

With the exception of Material to be supplied under Article 3.2 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.

 

6.                                                            EXCUSABLE DELAY

 

Clauses 10.1 and 10.2 of the Agreement shall apply, mutatis mutandis, to all Material support and services provided under this Exhibit “H”.

 

7.                                                            TERMINATION OF MATERIAL PROCUREMENT COMMITMENTS

 

7.1                                                    In the event of the Agreement being terminated with respect to any Aircraft due to causes provided for in Clauses 10, 11 or 20 of the Agreement, such termination may also affect the terms of this Exhibit H to the extent set forth in Article 7.2 below.

 

7.2                                                    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 2.7.

 

8.                                                            INCONSISTENCY

 

In the event of any inconsistency between this Exhibit “H” and the Customer Services Catalog or any order placed by the Buyer, this Exhibit “H” shall prevail to the extent of such inconsistency.

 

 

	
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EXHIBIT I

 

PART 1

 

END-USER LICENSE AGREEMENT FOR AIRBUS SOFTWARE

 

1                                                    DEFINITIONS

 

For the purposes of this end-user license agreement for Airbus software (the “Software License”) the following definitions will apply:

 

“Agreement” means the Purchase Agreement of even date herewith entered into between the Licensee and the Licensor covering the purchase and sale of the Aircraft subject thereof.

 

“Airbus Software” means each of the Licensor’s proprietary products including Composite Work, configurations, processes, rules (together with any related documentation), as well as any modifications, enhancements or extensions thereto as may be provided by the Licensor from time to time. The Airbus Software will be supplied in machine-readable code form only, for use in connection with the Aircraft or operations related to the Aircraft. The Airbus Software will be either On Board Certified Software or Software Products. For the avoidance of doubt, this Software License does not apply to (i) open source software contained in the Airbus Software, if any, and it is hereby acknowledged and agreed by both parties hereto that such open source software is independently distributed on an “as is” basis under the respective license terms therefor, and that the Licensor disclaims any liability in relation to such open source software, or (ii) any proprietary third party software that the Licensor purchases or licenses from any third party and delivers to the Licensee, either as a sublicense or as a direct license from such third party.

 

“Aircraft” means, individually or collectively, the Aircraft subject of the Agreement.

 

“Composite Work” means the package composed of various elements, such as database(s), software or data, and which necessitates the use of the Airbus Software.

 

“Licensee” means the Buyer under the Agreement.

 

“Licensor” means the Seller under the Agreement.

 

“On Board Certified Software” means those Airbus Part 125 and/or FAR 125 certified software that are installed on board the Aircraft and bear a part number of the Licensor, excluding any software embedded in any component, furnishing or equipment installed on the Aircraft and itself bearing a part number.

 

“Permitted Purpose” means use of the Airbus Software by the Licensee for its own internal business needs, solely in conjunction with the Aircraft and in particular pertaining to (i) operation of the Aircraft; (ii) on ground operational support of the Aircraft; or (iii) related authorized customization of software.

 

“Software Product(s)” means either those Airbus Software intended to be used on ground at the Licensee’s facilities or Airbus Software that are installed on board the Aircraft and that are not Part 125 and/or FAR 125 certified - whether or not bearing a part number of the Licensor - excluding any software embedded in any component, furnishing or equipment installed on the Aircraft and itself bearing a part number.

“Update(s)” means any update(s) or replacement(s) to the Airbus Software licensed hereunder, which the Licensor, at its discretion, makes generally available to the Licensee.

 

 

	
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EXHIBIT I

 

“User Guide” means the documentation, which may be in electronic format, designed to assist the Licensee in using the Airbus Software.

 

Capitalized terms used herein and not otherwise defined in this Software License will have the meaning assigned thereto in the Agreement.

 

2                                                    LICENSE

 

In consideration of the purchase by the Licensee of the Aircraft, the Licensee is hereby granted a worldwide and non-exclusive right to use the Airbus Software, for a Permitted Purpose. The Licensor will remain the owner of all intellectual property rights in the Airbus Software. There will be one license encompassing all Airbus Software granted in respect of each Aircraft purchased by the Licensee.

 

Notwithstanding the foregoing, license rights regarding the use of Software Products may be subject to specific commercial conditions and to the payment of specific fees relating to such Software Products.

 

The Licensee hereby acknowledges that it is aware that certain Airbus Software subject of this Software License may incorporate some third party software or open source software components. The Licensee hereby agrees to be bound by the licensing terms and conditions applicable to such third party software and made available by the Licensor through AirbusWorld.

 

3                                                    ASSIGNMENT AND DELEGATION

 

3.1                                        Assignment

 

3.1.1                            On Board Certified Software

 

The Licensee may at any time assign or otherwise transfer all or part of its rights pertaining to any On Board Certified Software under this Software License only as part of, and to the extent of, a sale, transfer or lease of each Aircraft on which such On Board Certified Software is installed. The Licensee will assign as many Software Licenses as the number of sold, transferred or leased Aircraft and will retain all other Software Licenses attached to any Aircraft that the Licensee continues to operate.

 

In the event of any such assignment or transfer, the Licensee will transfer the copies of the Airbus Software attached to the sold, transferred or leased Aircraft (including all component parts, media, any upgrades or backup copies and, if applicable, certificate(s) of authenticity), except as otherwise instructed by the Licensor.

 

3.1.2                            Software Products

 

Save as otherwise set forth in the Agreement, the right to use any Software Product is personal to the Licensee, for its own internal use, and is non-transferable, except with the Licensor’s prior written consent, in which case the Licensee will cause the assignee or sublicensee to agree to the terms of this Software License.

 

3.2                                        Delegation

 

Without prejudice to Article 6 (a) hereof, in the event of the Licensee intending to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), the Licensee will notify the Licensor of such intention prior to any disclosure of this Software License and/or the Airbus Software Services to such Third Party.

 

 

	
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EXHIBIT I

 

The Licensee hereby undertakes to cause such Third Party to agree to be bound by the conditions and restrictions set forth in this Software License with respect to the Airbus Software and will in particular cause such Third Party to enter into a appropriate licensing conditions and to commit to use the Airbus Software solely for the purpose of maintaining the Aircraft and/or for processing the Licensee’s data.

 

4                                                    COPIES

 

Use of the Airbus Software is limited to the number of copies delivered by the Licensor to the Licensee and to the medium on which the Airbus Software is delivered. No reproduction will be made without the prior written consent of the Licensor, except that the Licensee is authorized to copy the Airbus Software for back-up and archiving purposes. Any copy the Licensor authorizes the Licensee to make will be performed under the sole responsibility of the Licensee. The Licensee agrees to reproduce the copyright and other notices as they appear on or within the original media on any copies that the Licensee makes of the Airbus Software.

 

5                                                    TERM

 

5.1                                        On Board Certified Software

 

Subject to the Licensee having complied with the terms of this Software License, the rights under this Software License will be granted from the date of Delivery of each Aircraft until the earlier of (i) the Aircraft definitively ceasing to be operated, in which case the license rights pertaining to such Aircraft will be deemed terminated on the date of the last operation thereof by the Licensee or any of its assignees, or (ii) the Agreement, this Software License or any part thereof being terminated for any reason whatsoever, in which case the Licensee will immediately cease to use the On Board Certified Software.

 

5.2                                        Software Products

 

Save as otherwise specified in any applicable commercial conditions relating to any Software Product as set forth in the Agreement and subject to the Licensee having complied with the terms of this Software License, the rights under this Software License will be granted from the date of first delivery of the Software Product until the earlier of (i) for Software Products that are installed on board the Aircraft, the Licensee ceasing to operate the Aircraft on which such Software Products are installed, or (ii) the Licensee no longer owning or operating any Aircraft, or (iii) the Agreement or this Software License being terminated for any reason whatsoever, in which case the Licensee will immediately cease to use the Software Products.

 

6                                                   CONDITIONS OF USE

 

The Airbus Software will only be used for the Permitted Purpose.

 

The Licensee will be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Airbus Software and all consequences, direct and indirect, relating to the use of such output and results. The Licensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs.

 

The Licensee expressly acknowledges that it will take all appropriate precautions for the use of the Airbus Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software.

 

 

	
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EXHIBIT I

 

Under the present Software License, the Licensee will:

 

a)                       not permit any parent, subsidiary, affiliate, agent or third party to use the Airbus Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Airbus Software or commercialization by merging the Airbus Software into another software or adapting the Airbus Software, without the prior written consent from the Licensor;

 

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

 

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

 

d)                        use the Airbus Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties;

 

e)                        except as permitted by applicable law, not alter, reverse engineer, modify, correct, translate, disassemble, decompile or adapt the Airbus Software, nor integrate all or part of the Airbus Software in any manner whatsoever into another software product, nor create a software product derived from the Airbus Software save with the Licensor’s prior written approval.

 

f)                          should the Licensor have elected to provide the source code to the Licensee, have the right to study and test the Airbus Software, under conditions to be expressly specified by the Licensor, but in no event will the Licensee have the right to correct, modify or translate the Airbus Software;

 

g)                       except with respect to Software Products intended to be used on ground, use the Airbus Software exclusively on the referenced machines and the declared sites;

 

h)                       not attempt to discover or re-write the Airbus Software source codes in any manner whatsoever;

 

i)                            not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights in the Airbus Software;

 

j)                            not pledge, sell, distribute, grant, sublicense, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the Airbus Software, whether in whole or in part, for the benefit of a third party.

 

With respect to Software Products intended for use on ground, the Licensor will be entitled, subject to providing reasonable prior written notice thereof to the Licensee, to verify at the Licensee’s facilities whether the conditions specified in the present Software License are fulfilled.

 

7                                                    TRAINING

 

In addition to the User Guide provided with the Airbus Software, training and other assistance may be provided upon the Licensee’s request, subject to the conditions set forth in the Agreement. Such assistance or training will not operate to relieve the Licensee of its sole responsibility with respect to the use of the Airbus Software under this Software License.

 

 

	
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EXHIBIT I

 

8                                                    PROPRIETARY RIGHTS - RIGHT TO CORRECT AND MODIFY

 

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

 

8.2                                        The Licensor reserves the right to correct and modify any Airbus Software at its sole discretion and the Licensee will not undertake any correction or modification of the Airbus Software without the Licensor’s prior written approval. The Licensee will install any Updates provided by the Licensor, at its own cost, in accordance with the time schedule notified with the provision of such Update(s). In the event of the Licensee failing to install any such Update(s), the Licensor will be relieved of any warranty or liability of any kind with respect to the conformity or operation of the Airbus Software.

 

9                                                    COPYRIGHT INDEMNITY

 

9.1                                        Indemnity

 

9.1.1                            Subject to the provisions of Article 9.2.3, the Licensor will defend and indemnify the Licensee from and against any damages, costs and 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 any Airbus Software provided by the Licensor, of any copyright, provided that the Licensor’s obligation to indemnify will be limited to infringements in countries which, at the time of the infringement or alleged infringement, are members of The Berne Union and recognize computer software as a “work” under the Berne Convention.

 

9.1.2                            In the event that the Licensee is prevented from using the Airbus Software for infringement of a copyright referred to in Article 9.1.1 (whether by a valid judgment of a court of competent jurisdiction or by a settlement arrived at between claimant, Licensor and Licensee), the Licensor will at its expense either:

 

(i)                       procure for the Licensee the right to use the same free of charge to the Licensee; or

 

(ii)                    replace the infringing part of the Airbus Software as soon as possible with a non-infringing substitute complying in all other respects with the requirements of this Software License.

 

9.2                                        Administration of Copyright Indemnity Claims

 

9.2.1                            If the Licensee receives a written claim or a suit is threatened or commenced against the Licensee for infringement of a copyright referred to in Article 9.1 as a result of the use of the Airbus Software, the Licensee will:

 

(i)                       forthwith notify the Licensor giving particulars thereof;

 

(ii)                    furnish to the Licensor all data, papers and records within the Licensee’s control or possession relating to such claim or suit;

 

(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-Article (iii) will prevent the Licensee 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;

 

 

	
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EXHIBIT I

 

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

 

(v)                  act in such way as to mitigate damages and/or reduce the amount of royalties that may be payable as well as to minimize costs and expenses.

 

9.2.2                            The Licensor will be entitled, either in its own name or on behalf of the Licensee, 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 it deems proper.

 

9.2.3                            The Licensor’s obligations and the Licensee’s remedies hereunder will be conditional upon the strict and timely compliance by the Licensee with the terms of this Clause 9 and of Clauses 6(e), 6(h), 6(i) and 8.2 and are exclusive and in substitution for, and the Licensee hereby waives, releases and renounces all other obligations and liabilities of the Licensor and rights, claims and remedies of the Licensee against the Licensor, express or implied, arising by law or otherwise with respect to any infringement or claim of infringement of any copyright.

 

10                                            CONFIDENTIALITY

 

The Airbus Software, this Software License and their contents are designated as confidential. The Licensee undertakes not to disclose the Software License, the Airbus Software or any parts thereof to any third party without the prior written consent of the Licensor, except to the lessee in case of lease of an Aircraft or to the buyer in case of resale of an Aircraft provided that such lessee or buyer agree to maintain the duty of confidentiality as set forth in this Clause 10, without prejudice to any provisions set forth in the Agreement. In so far as it is necessary to disclose aspects of the Airbus Software to the Licensee’s employees, such disclosure is permitted solely for the purpose for which the Airbus Software is supplied and only to those employees who need to know the same, save as permitted herein or where otherwise required pursuant to an enforceable court order or any governmental decision or regulatory provision imposed on the Licensee, provided that reasonable prior notice of the intended disclosure is provided to the Licensor.

 

The obligations of the Licensee to maintain confidentiality will survive the termination of this Software License for a period of ten (10) years.

 

11                                            ACCEPTANCE

 

On Board Certified Software will be deemed accepted as part of the Technical Acceptance Process set out in Clause 8 of the Agreement.

 

Software Products will be deemed accepted upon delivery thereof unless otherwise specifically provided for in the Agreement.

 

12                                            WARRANTY

 

12.1                                On Board Certified Software

 

Any On Board Certified Software installed on board an Aircraft at Delivery thereof will be deemed a Warranted Part for the purposes of Clause 12.1 of the Agreement and the relevant provisions of such Clause 12.1 will be fully applicable to such On Board Certified Software.

 

12.2                                Software Products

 

 

	
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The Licensor warrants that Software Products are prepared in accordance with the state of art at the date of their conception and will perform substantially in accordance with their functional and technical specifications current at the time of their initial delivery. Should the Software Products be found not to conform to their documentation, the Licensee will notify the Licensor promptly thereof and the sole and exclusive liability of the Licensor under this Software License will be to provide the Licensee with two (2) months free of charge maintenance services.

 

After these two (2) months, the terms and conditions applicable to maintenance services will be those specified in the current Customer Services Catalog.

 

For the avoidance of doubt, this Article 12.2 will not be applicable to Software Product Updates, modifications, enhancements and extensions.

 

12.3                                The Licensor will be relieved of any obligations under Articles 12.1 and 12.2 in case of:

 

(i)                Airbus Software defects or non-conformities caused by alterations or modifications to the Airbus Software carried out without the prior approval of the Licensor;

(ii)             Airbus Software defects or non-conformities caused by negligence of the Licensee or other causes beyond the Licensor’s reasonable control;

(iii)          Failure of the Licensee to install any Update in accordance with Article 8 hereof;

(iv)        Airbus Software defects or non-conformities caused by errors in or modifications of or Updates to operating systems, databases or other software or hardware with which the Airbus Software interfaces, where such elements have not been provided by the Licensor.

 

The Licensee will be responsible for the cost and expense of any correction services provided by the Licensor as a result of any of the foregoing exclusions. Such correction services will be subject to the then applicable commercial conditions.

 

12.4                                Waiver, release and renunciation

 

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

 

(A)                ANY WARRANTY AGAINST HIDDEN DEFECTS;

 

(B)                ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

 

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

 

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

 

(E)                ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY,

 

 

	
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PART, SOFTWARE, DATA OR SERVICES DELIVERED UNDER THE 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 SOFTWARE LICENSE WILL REMAIN IN FULL FORCE AND EFFECT.

 

FOR THE PURPOSES OF THIS ARTICLE 12, “THE LICENSOR” WILL BE UNDERSTOOD TO INCLUDE THE LICENSOR, ANY OF ITS SUPPLIERS AND SUBCONTRACTORS, ITS AFFILIATES AND ANY OF THEIR RESPECTIVE INSURERS.

 

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

 

13                                            LIABILITY AND INDEMNITY

 

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

 

14                                            EXCUSABLE DELAYS

 

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

 

14.2                                The Licensor will, as soon as practicable after becoming aware of any delay falling within the provisions of this Article, notify the Licensee of such delay and of the probable extent thereof and will, subject to the conditions as hereinafter provided and as soon as practicable after the removal of the cause or causes for delay, resume delivery of the delayed Airbus Software or Update.

 

15                                            TERMINATION

 

In the event of breach of an obligation set forth in this Software License by either the Licensor or the Licensee or failure to comply with the commercial conditions applicable to Airbus Software as set forth in the Agreement, which is not cured within 30 days from the date of receipt of a written notice notifying the breach, the non-breaching party will be entitled to terminate this Software License.

 

In the event of termination for any cause, the Licensee will no longer have any right to use the Airbus Software and will return to the Licensor all copies of the Airbus Software and any relating documentation together with an affidavit to that effect. In case of breach

 

 

	
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EXHIBIT I

 

by the Licensee, the Licensor will be entitled to retain any amount paid for the ongoing year.

 

16                                            General Provisions

 

16.1                                This Software License is an Exhibit to the Agreement and integrally forms part thereof. As a result, any non-conflicting terms of the Agreement are deemed incorporated herein to the extent they are relevant in the context of this Software License.

 

16.2                                Notwithstanding the provisions of Clause 22.13 of the Agreement, in the event of any inconsistency or discrepancy between any term of this Software License and any term of the Agreement (including any other Exhibit or Appendices thereto), the terms of this Software License will take precedence over the conflicting terms of the Agreement to the extent necessary to resolve such inconsistency or discrepancy.

 

16.3                                This Software License is subject to and construed and the performance thereof will be determined in accordance with the laws in effect in the State of New York without regard to conflict of laws principles that could result in the application of the laws of any other jurisdiction.  All disputes arising in connection with this Software License will be submitted to the competent courts of New York, and the parties hereby agree to submit to the jurisdiction of those courts.

 

 

	
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EXHIBIT I

 

PART 2

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

GENERAL TERMS AND CONDITIONS

 

OF

 

ACCESS TO

 

AND

 

USE OF

 

AIRBUSWORLD

 

 

 

 

 

 

 

 

 

 

 

 

 

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.

 

 

	
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Preamble

 

For the sole purposes of the General Terms and Conditions of Access to and Use of AirbusWorld (the “GTC”), 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.

 

For the sake of clarification, it is understood that the term “Agreement” as defined in the Clause 00B shall be referred to within the GTC with the meaning assigned thereto under the definition of “Contracts”

 

	
 
    
	
GENERAL TERMS AND CONDITIONS OF   ACCESS TO AND USE OF
    
	
AIRBUSWORLD
    
	
 
    


 

 

ARTICLE 1: DEFINITIONS

 

	
Administrator(s):
    	
 
    	
Company’s   employee(s) appointed by the Company, entitled to represent the Company   for and in the management of the Agreement and responsible for the compliance   by the Designated Users and the Company’s employees with the Agreement.
    
	
 
    	
 
    	
 
    
	
Agreement
    	
 
    	
The   agreement between the Parties shall be understood as including, in the   following order of precedence, (i) Specific Terms and Conditions   applicable to specific Services if any and to that extent only,   (ii) these General Terms and Conditions, and any other relating   functional or technical document agreed between the Parties, it being   understood that, in the event of any inconsistency the former ranking   document shall prevail over the following one(s) to the extent of such   inconsistency. 
    
	
 
    	
 
    	
 
    
	
AIRBUS   S.A.S.
    	
 
    	
AIRBUS S.A.S, a French Société   par Actions Simplifiée, with a share capital of Euros 2 704 375,   registered with the Trade and Companies Registry of Toulouse (France) under   n° 383 474 814 and whose registered office is located 1 Rond Point Maurice   Bellonte, 31700 Blagnac, France
    
	
 
    	
 
    	
 
    
	
AIRBUS
    	
 
    	
Collectively AIRBUS S.A.S and the legal entities   controlled by AIRBUS S.A.S, the term “control” meaning the direct or indirect   ownership of at least fifty percent (50%) of the voting stocks in such legal   entities.
    
	
 
    	
 
    	
 
    
	
AIRBUS   Data
    	
 
    	
Any   and all data, information and material made accessible and available by   AIRBUS to the Company through AW.

 
    
	
AW
    	
 
    	
AirbusWorld, access to which may be given by   AIRBUS S.A.S. to Designated Users of the Company
    


 

 

	
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Company
    	
 
    	
The company entering   into these General Terms and Conditions as identified on the execution   page of this document.
    
	
 
    	
 
    	
 
    
	
Company Data
    	
 
    	
Any and all data,   information and other material made accessible and available by the Company   to AIRBUS through AW.
    
	
 
    	
 
    	
 
    
	
CONTRACTS
    	
 
    	
Any and all present   and future contracts, agreements or letters, the terms of which imply a   commitment of the Company and/or AIRBUS other than related to the present   Agreement, namely but without limitation: confidentiality agreements,   exchanges in the course of a call for tender, contracts for the supply of   services, procurement/sale agreements, aircraft purchase agreements,   co-operation agreements, research contracts, maintenance contracts.
    
	
 
    	
 
    	
 
    
	
Data
    	
 
    	
Collectively the   AIRBUS Data and the Company Data. 
    
	
 
    	
 
    	
 
    
	
Databases
    	
 
    	
Any and all   collections of independent works, data or other materials arranged in a   systematic or methodical way and individually accessible by electronic or   other means by the Company through AW.
    
	
 
    	
 
    	
 
    
	
Designated Users
    	
 
    	
Employees of the   Company authorized by a Company Administrator to access and use AW.
    
	
 
    	
 
    	
 
    
	
Identification Codes
    	
 
    	
Confidential and   personal identification codes attached to each Designated User and which   formally identify each Designated User accessing and using AW. 
    
	
 
    	
 
    	
 
    
	
Party or Parties
    	
 
    	
Individually or   collectively AIRBUS S.A.S. and/or the Company.
    
	
 
    	
 
    	
 
    
	
Services
    	
 
    	
Any and all on line   services made available to the Company through AW under the terms and   conditions of the Agreement.
    
	
 
    	
 
    	
 
    
	
Specific Terms and Conditions
    	
 
    	
Terms and conditions   under which AIRBUS S.A.S. grants access to specific Services to the Company.
    
	
 
    	
 
    	
 
    
	
System
    	
 
    	
Equipment (hardware,   software, connections, etc) set up by AIRBUS S.A.S. and enabling AIRBUS   S.A.S. to provide the Services on AW through the internet. 
    
	
 
    	
 
    	
 
    
	
User Documentation
    	
 
    	
Documentation   intended for the Administrators and Designated Users of AW describing the   technical means enabling connection to the System and access to AW and   providing information related to the use of AW and/or the Services. User   Documentation may be modified from time to time by AIRBUS S.A.S and is   available on AW.
    


 

 

	
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EXHIBIT I

 

ARTICLE 2: PURPOSE / CONTRACTUAL DOCUMENTS

 

2.1                            The purpose of these General Terms and Conditions is to define the terms and conditions under which AIRBUS S.A.S. authorizes the Company to access and use AW and to benefit from some of the Services offered through the latter.

 

2.2                            Access to and use of certain Services may be subject to acceptance by the Company of Specific Terms and Conditions.

 

2.3                            AW may be used by the Company for the purpose of exchanging information with AIRBUS and specifically for the performance of the Contracts. The Agreement shall not be construed as interfering with the terms and conditions of any such Contracts. The terms and conditions of the Contracts shall in any case prevail over the terms of the Agreement.

 

2.4                            The Company and AIRBUS shall not exchange Data through AW that are not necessary for professional or business purposes as mentioned in Article 2.3. Activities directly or indirectly related to spamming are prohibited on AW.

 

2.5                            Should there be a need for the Company to use AW in its capacity as subcontractor of a supplier, a customer, or a co-contractor of AIRBUS (hereafter individually and collectively an “AIRBUS Co-contractor”), then the Company hereby guarantees that it is duly authorised by such AIRBUS Co-contractor to request from AIRBUS S.A.S. an access to AW and the use of the Services. The Agreement between AIRBUS S.A.S. and the Company is entered into for the sole purpose of the use of AW and shall in no event be construed as a change to the contracts entered into by AIRBUS and the AIRBUS Co-contractor and/or establish a direct contractual relationship between AIRBUS and the Company other than the Agreement.

 

ARTICLE 3: EXTENT OF ACCESS TO AND USE OF AW

 

3.1                            AIRBUS S.A.S. grants to the Company, a worldwide, personal, non-exclusive and non-transferable right to access and use AW and the Services, pursuant to the terms and conditions of and for the duration of the Agreement. The Company shall not fully or partially assign, sublicense nor subcontract any of its rights and/or obligations under the Agreement, without the express prior written authorization of AIRBUS S.A.S.

 

3.2                                                                            No right other than that provided in Article 3.1 above is granted by AIRBUS S.A.S. to the Company under these General Terms and Conditions, and the Company shall not, directly or indirectly, without limitation, extract, reproduce, represent, adapt, modify and/or translate, all or part of AW, the System and/or the Databases, nor create any derivative work therefrom, nor use any and/or all of the aforesaid elements for any purposes other than those agreed upon between the Parties.

 

3.3                            AW, the System, the Databases and the AIRBUS Data shall remain the sole ownership of AIRBUS and/or its licensors.

 

ARTICLE 4: ADMINISTRATORS AND DESIGNATED USERS

 

4.1                            AIRBUS S.A.S. shall propose on-line standard training for the Administrator on AW at AIRBUS S.A.S’ expense and AIRBUS S.A.S. shall make available appropriate documentation to the Designated Users.

 

 

	
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4.2                            The Company shall be solely responsible for the enforcement of the Agreement by its employees, including the Administrator(s) and the Designated Users. The Company shall ensure, at its own expense, that the Administrator(s) and the Designated Users are qualified and properly trained for the purpose of the performance of the Agreement.

 

4.3                            The Company shall designate one Administrator. AIRBUS S.A.S. may, at its sole discretion and upon the Company’s request, authorise in writing the Company to designate additional Administrator(s), provided the Company defines non-overlapping areas and/or timeframes for each of the Administrators, e.g. for different branches or sites of the Company. It is understood that the Company shall be solely responsible in the event of inconsistent instructions received from the Administrators.

 

4.4                                                    The Administrator(s) shall have the capacity to represent the Company with respect to the execution and performance of any contractual document related to the access, use and operation of AW.

 

4.5                            The Administrator(s) shall appoint Designated Users among the employees of the Company. Each Designated User shall be provided with a personal and confidential Identification Code, at AIRBUS S.A.S.’ discretion, either by the Administrator, by AIRBUS S.A.S. or by an independent, reputable and reliable organization.

 

4.6                            Each and every access, use and operation of AW with an Identification Code shall be deemed to have been made by the corresponding Designated User.

 

4.7                                                    The Company shall ensure that:

 

(I)                      each Identification Code is used by the corresponding Designated User only and is personal to such Designated User;

(II)                  each personal Identification Code shall not be communicated to any person other than the corresponding Designated User;

(III)              each Designated User accesses and uses AW in accordance with the specific rights he/she has been granted under the Agreement;

(IV)            no third party can access the Identification Codes or AW.

 

4.8                            Should the Company become aware of any potential risk that Identification Code(s) could be or could have been disclosed to anyone other than the corresponding Designated User, then the Administrator(s) shall, without any delay, cancel the access to AW in respect of such Identification Code(s) and notify AIRBUS S.A.S. of such potential risk and of such cancellation of the Identification Code(s), notwithstanding AIRBUS S.A.S.’ rights to cancel such access.

 

4.9                            The Company shall inform AIRBUS S.A.S., without any delay, of (i) any modification in the professional situation of the Administrator(s) and/or Designated Users, including without limitation leave or resignation from the Company, (ii) the termination/expiration of any or all of the Contracts (iii) the termination/expiration of any contract of the Company with an AIRBUS Co-contractor as referred to in Article 2.5 above. In any of such cases, the Company shall without delay cancel the access to AW for the corresponding Designated Users, notwithstanding AIRBUS S.A.S.’ rights to cancel such access.

 

4.10                    Should any one of Designated Users and/or Administrators not comply with any provision of the Agreement and/or any applicable laws and regulations, or should AIRBUS S.A.S. fear that his/her access may possibly result in a breach of the Agreement, including but not limited to confidentiality and/or security provisions and/or result in an illegal situation, AIRBUS S.A.S. shall be entitled, at any time, without prejudice to its other rights and without prior notice, to restrict or suspend access to all or part of AW by any or all such Designated User(s) and/or Administrator(s).

 

 

	
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ARTICLE 5: ACCESS REQUIREMENTS

 

5.1                            The Company shall, at its own costs and under its sole responsibility and liability, procure, install and maintain the information technology equipment necessary to access the System and AW. The Company shall use all care and means available in the state of the art necessary to prevent intrusion of any third party and/or malicious codes into the System and/or AW.

 

5.2                            The Company shall be responsible for obtaining and maintaining any relevant authorisations and/or accomplishing any and all relevant formalities necessary to have access to and benefit from AW as well as for performing its own obligations under the Agreement and/or any applicable laws and regulations.

 

5.3                            AIRBUS S.A.S. shall be entitled, without limitation for security purposes, to at any time modify or have the Company modify, the Identification Codes. Any modification of such Identification Codes shall be notified by the modifying Party to the other Party.

 

ARTICLE 6: CHARACTERISTICS AND AVAILABILITY OF AW

 

6.1                                                    AIRBUS S.A.S. shall make its reasonable efforts to provide the necessary means in order to make AW accessible seven (7) days a week and twenty-four (24) hours a day. Should the access to or use of AW be disturbed, AIRBUS S.A.S. shall take all reasonable and proper steps to restore the access to or use of AW.

 

6.2                                                    In this respect and without limitation, AIRBUS S.A.S. shall be entitled, at any time and without notification, to suspend, temporarily or permanently, access to all or part of AW:

(i)                       in order to proceed with any maintenance of the System and/or updating of AW, the Databases and/or the Data;

(ii)                    for security reasons;

(iii)                 in order to comply with any regulatory constraints and/or court injunction or decision.

 

6.3                                                    Should AIRBUS S.A.S. foresee that the unavailability of AW, in whole or in part, will exceed twenty-four (24) consecutive hours, AIRBUS S.A.S. shall make reasonable efforts to inform as promptly as possible the Company, by whatever means, of such unavailability.

 

6.4                                                    Without prejudice to any other provision of the Agreement, should the Company be unable for any reason to access AW for more than twenty four (24) consecutive hours and/or for a period incompatible with the performance schedule of a Contract requiring the use of AW, the Company shall inform AIRBUS S.A.S. and the Parties shall determine together alternative solutions, related but not limited to, the exchange of data.

 

ARTICLE 7: CONFIDENTIALITY

 

7.1                                                    UNLESS OTHERWISE AGREED UPON IN THE AGREEMENT AND/OR THE CONTRACTS, AND UNLESS THE SAME INFORMATION MAY BE ACCESSED IN THE FREELY ACCESSIBLE PUBLIC AREA OF AW, ALL INFORMATION MADE AVAILABLE BY THE COMPANY AND AIRBUS TO EACH OTHER THROUGH AW SHALL BE DEEMED CONFIDENTIAL INFORMATION AND SHALL NOT BE DISCLOSED BY THE RECEIVING PARTY TO ANY THIRD PARTY AND SHALL NOT BE USED FOR ANY PURPOSE OTHER THAN THOSE AGREED UPON BY THE COMPANY AND AIRBUS, EVEN FOR THE RECEIVING PARTY’S INTERNAL NEEDS.

 

 

	
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7.2                                                    The Company hereby authorises AIRBUS to disclose such information within AIRBUS, provided the AIRBUS legal entities exchanging such information have entered with each other into a confidentiality agreement.

 

ARTICLE 8: EXCHANGE OF DATA

 

8.1                                                    As part of the Services, AW enables the Company and AIRBUS to exchange or have access to the Data, for the purpose of collaboration between the Company and AIRBUS and/or performance of the Contracts.

 

8.2                                                    The Company shall have the right to access to and use the AIRBUS Data, and AIRBUS shall have the right to access to and use the Company Data, solely to the extent defined in the Agreement and/or the Contracts.

 

8.3                                                    Except as otherwise agreed in the Agreement and/or the Contracts, the Company and AIRBUS may, during the term of the Agreement, for internal use only, adapt, translate, make hard copies and/or numeric reproductions of the Data received from the disclosing party, for the sole purpose of the Agreement and of, as the case may be, the performance of the Contract(s) or the collaboration of the Company and AIRBUS. The Data received from the disclosing party, their hard copies and numeric reproductions, may be processed by and circulated worldwide only to the employees of the receiving party having a need to know the same for the purpose of the Agreement and of, as the case may be, the performance of the Contract(s) or the collaboration of the Company and AIRBUS.

 

8.4                                                    The Company and AIRBUS shall ensure that all proprietary rights and confidentiality mentions stated on any original document are replicated on any reproduction made thereof. Any translation and/or adaptation shall expressly state that it is a derivative from the original document. The Company and AIRBUS shall refrain from removing and/or altering any of these mentions.

 

8.5                                                    The Company shall take care and use all means available in the state of the art at any time of the Agreement in order to prevent the Company Data from creating permanent or temporary disturbance of the operation and/or the use of the System, AW and/or the Database.

 

8.6                                                    The Company shall immediately notify AIRBUS S.A.S. of the occurrence or possible occurrence of any of the events referred to in Article 8.5 above. Should AIRBUS S.A.S. be aware of any of such aforesaid events, it shall be entitled, without notice and without prejudice to its other rights, to delete the implicated Company Data from the System.

 

8.7                                                    Taking into account the electronic nature of the Data exchanged through AW, the Company and AIRBUS agree to give to such electronic exchanges the same probatory value as exchanges made by registered mail.

 

8.8                                                    Should any creation or development be made by the Company when accessing and using AW and/or exchanging Data with AIRBUS, then the rights of each party on such creation or development shall be determined pursuant to the corresponding Contract or Specific Terms and Conditions, if any.

 

ARTICLE 9: PRIVACY

 

9.1                            AIRBUS S.A.S. and, when applicable, the Company shall comply at all times with their obligations under any local law towards the relevant authority(ies) with regard to data protection principles, including any personal data files or personal data automated

 

 

	
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processing systems and shall inform each other of any information system evolution which could affect such obligations.

 

9.2                            The Company is hereby notified that AIRBUS may request personal data directly from the Administrator(s) and the Designated Users for accessing and using AW. The Company shall inform the Administrator(s) and the Designated Users (i) in accordance with applicable laws, and specifically with article 27 of the French law n°78-17 of January 6, 1978 when data are collected and/or processed in France, (ii) of the provisions of this Article 9 and their related rights.

 

9.3                                                    The Company undertakes, according to article 27 of the French law n°78-17 of January 6, 1978, to inform the Administrator(s) and the Designated Users that:

(i)                       failure to provide such data may prevent access to AW;

(ii)                    such personal data shall be used by AIRBUS for the sole purpose of (a) security, operation and maintenance of AW and (b) the Services and/or communication to and information of the Administrator(s) and the Designated Users in respect of AW and the Services;

(iii)                 such personal data may be transferred to AIRBUS service providers or other AIRBUS entities throughout the world; and

(iv)               they benefit from a right of access to and rectification of, their personal data archived by AIRBUS.

 

9.4                            AW uses “cookies” (small data files transferred to computer hard drives for the sole purpose of recording computer connections to AW such as date, time, consulted pages, etc.). AIRBUS S.A.S. may access and record this information during Designated Users’ visits. The use of cookies is a prerequisite to the operation of AW and the Company recognizes that any Designated User exercising his/her right to disable cookies shall not have access to AW.

 

9.5                            Personal data may be accessed by the Company, Administrators and/or Designated Users and, as the case may be, rectified upon written request to AIRBUS S.A.S, 1 Rond-Point Maurice Bellonte, 31707 Blagnac Cedex, France.

 

9.6                            As the performance of the Agreement may imply cross-border transfer of personal data protected under French law, the Company hereby declares that it is aware of (i) the Council of Europe Convention for the Protection of Individuals with regards to Automatic Processing of Personal Data, (ii) the European Directive n° 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data and (iii) French law n°78-17 of 6th January 1978 concerning data processing and liberties, and the Company shall ensure that it remains aware of any further modification of the applicable laws in force and undertakes to respect the same.

 

ARTICLE 10: WARRANTY / LIABILITY

 

10.1                    To the extent permitted by French law, the Company acknowledges that AW, including any and all of its supporting elements and contents, i.e. without limitation the System, the Databases and, unless otherwise stated in the Contracts, AIRBUS Data, are provided “as is” and “as available”.

 

10.2                    To the extent permitted by French law, AIRBUS S.A.S. neither warrants nor represents, without limitation, that (i) AW, the System, the Services and/or the User Documentation will meet the Company’s requirements and expectations, nor will be uninterrupted, timely, secure or error-free, (ii) the results that may be displayed through AW, the Data, Databases and/or any material obtained through AW will be accurate, reliable or error free.

 

 

	
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10.3                    Access to and use of AW are therefore performed at the Company’s sole risk and the Company shall be solely responsible and AIRBUS S.A.S. shall not be liable for damages, on whatever grounds, including third parties’ rights’ infringement, arising out or in connection with access, use, computer intrusion, security failure, or unavailability of the Services, AW and/or the materials contained therein or accessed there through. In no event, shall AIRBUS, their successive successors and assignees be liable for any damage, whether direct or indirect, such as but without limitation loss of data or of programs, loss of use, financial loss, any deterioration or infection by malicious codes of the Company’s information technology equipment (including but not limited to software, hardware, connections and/or any system or network).

 

10.4                    Notwithstanding the preceding provisions, AIRBUS S.A.S. agrees to support the defence of the Company against any claim alleging that the normal use by the Company of the System infringes the intellectual property rights of any third party by answering the Company’s reasonable related information requests, provided the Company notifies AIRBUS S.A.S. in writing of any such claim within fifteen (15) days from the date it has knowledge of the latter.

 

10.5                    Should any provision of the Agreement become prohibited or unlawful or unenforceable under any applicable law actually applied by any court of competent jurisdiction, such provision shall, to the extent required by such law, be severed from the Agreement and rendered ineffective insofar as possible without modifying the remaining provisions. Where, however, the provisions of any such applicable law may be waived, the Parties hereby agree that they shall waive such provisions to the fullest extent permitted by such law, with the result that the provisions of the Agreement shall be valid, binding and enforceable. The Parties agree to replace, as far as practicable, any provision which is prohibited, unlawful or unenforceable with another provision having substantially the same effect (in its legal and commercial content) as the replaced provision, but which is not prohibited, unlawful or unenforceable. The invalidity in whole or in part of any provision(s) of the Agreement shall not void or affect the validity of any other provision.

 

ARTICLE 11: DURATION / TERMINATION

 

11.1                                            These General Terms and Conditions shall enter into force on the date of their execution by both Parties. The entry into force or termination of these General Terms and Conditions shall not interfere in any way with the term of any Contracts in force.

                                                                        The duration of any other contractual document entered into by the Parties as part of the Agreement shall be provided in the corresponding document. Should these General Terms and Conditions be terminated, all such documents shall, automatically and notwithstanding any other provision in the Agreement, be terminated concurrently therewith.

 

                                                                        In the event of the Company being in breach any of its obligations under the Agreement, AIRBUS S.A.S. shall be entitled, without prejudice to any of its other rights and without prior notice, to immediately and automatically suspend access to AW or terminate all or part of the Agreement.

 

11.2                                            Upon termination, for whatever reason, of all or part of the Agreement, the Company shall immediately, at AIRBUS S.A.S.’ discretion, (i) cease access to AW and/or the corresponding Service(s) and (ii) return or destroy, except in the event that a dispute arises or is raised between the Company and AIRBUS under the Agreement or the Contracts, the Identification Codes as well as all AIRBUS Data the Company may have held in the frame of the terminated part of the Agreement.

 

11.3                                            Should a force majeure event occur and continue for a period of more than one (1) month, then either Party may terminate the Agreement upon written notice to the other Party.

 

 

	
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ARTICLE 12: MISCELLANEOUS

 

Airbus S.A.S. is entitled to assign all or part of its rights and/or obligations under the Agreement to any legal entity controlled by AIRBUS S.A.S.

 

Airbus S.A.S. is entitled to subcontract any of its obligations under the Agreement.

 

The Agreement shall not be modified except through a written amendment signed by the duly authorized representatives of both Parties.

 

ARTICLE 13: LAW – JURISDICTION

 

THE AGREEMENT IS GOVERNED BY FRENCH LAWS AND THE EXCLUSIVE JURISDICTION FOR ANY DISPUTE ARISING OUT OR IN CONNECTION WITH ITS EXISTENCE, VALIDITY, INTERPRETATION OR EXECUTION SHALL BE GIVEN TO THE COMMERCIAL COURTS AND TRIBUNALS OF TOULOUSE (FRANCE), WITH AIRBUS RESERVING THE RIGHT TO PETITION ANY OTHER COMPETENT COURT.

 

 

	
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EXHIBIT I

 

PART 3

 

END-USER SUBLICENSE AGREEMENT FOR SUPPLIER SOFTWARE

 

1                                                    DEFINITIONS

 

For the purposes of this end-user sublicense agreement for Supplier Software (the “Software Sublicense”) the following definitions will apply:

 

“Agreement” means the Purchase Agreement of even date herewith covering the purchase and sale of the Aircraft subject thereof.

 

“Aircraft” means, individually or collectively, the Aircraft subject of the Agreement.

 

“Composite Work” means the package composed of various elements, such as database(s), software or data, and which necessitates the use of the Supplier Software.

 

“Permitted Purpose” means use of the Supplier Software by the Sublicensee for its own internal business needs, solely in conjunction with the Aircraft and in particular pertaining to (i) operation of the Aircraft; (ii) on ground operational support of the Aircraft; or (iii) related authorized customization of software.

 

“Sublicensee” means the Buyer under the Agreement.

 

“Sublicensor” means the Seller under the Agreement as authorized by the Supplier to sublicense the Supplier Software to the operators of Airbus aircraft.

 

“Supplier” means each of the Sublicensor’s suppliers owning the intellectual property rights in the corresponding Supplier Software (or holding the right to authorize the Sublicensor to sublicense such Supplier Software) and having granted to the Sublicensor the right to sublicense such Supplier Software.

 

“Supplier Product Support Agreement” will have the meaning set forth in Clause 12.3.1.1.3 of the Agreement.

 

“Supplier Software” means each of the Supplier’s proprietary products including Composite Work, configurations, processes, rules (together with any related documentation) as well as any modifications, enhancements or extensions thereto, as may be provided by the Supplier or the Sublicensor from time to time and the supply of which to the Sublicensee is governed by a Supplier Product Support Agreement. The Supplier Software will be supplied in machine-readable code form only, for use in connection with the Aircraft or operations related to the Aircraft. For the avoidance of doubt, this Software Sublicense does not apply to (i) any software embedded in any component, furnishing or equipment installed on the Aircraft and itself bearing a partnumber  (ii) third party software not provided under a Supplier Product Support Agreement, including but not limited to any standard, “off the shelf” software (Components Off The Shelf/COTS) and (iii) open source software contained in the Supplier Software, if any, and it is hereby acknowledged and agreed by both parties hereto that such open source software is independently distributed on an “as is” basis under the respective license terms therefor, and that the Sublicensor disclaims any liability in relation to such open source software.

 

 

	
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“Update(s)” means any update(s) or replacement(s) to the Supplier Software licensed hereunder, which the Sublicensor or the Supplier, at their discretion, make generally available to the Sublicensee.

 

“User Guide” means the documentation, which may be in electronic format, designed to assist the Sublicensee in using the Supplier Software.

 

Capitalized terms used herein and not otherwise defined in this Software Sublicense will have the meaning assigned thereto in the Agreement.

 

2                                                    LICENSE

 

In consideration of the purchase by the Sublicensee of the Aircraft, the Sublicensee is hereby granted a free of charge, worldwide and non-exclusive right to use the Supplier Software, for a Permitted Purpose. Each Supplier will remain the owner of all intellectual property rights in the Supplier Software. There will be one Software Sublicense granted in respect of each Aircraft purchased by the Sublicensee.

 

The Sublicensee hereby acknowledges that it is aware that certain Supplier Software subject of this Software Sublicense may incorporate some third party software or open source software components. The Sublicensee hereby agrees to be bound by the licensing terms and conditions applicable to such third party software and made available by the Sublicensor through AirbusWorld.

 

3                                                    ASSIGNMENT AND DELEGATION

 

3.1                                        Assignment

 

The Sublicensee may, at any time, assign or otherwise transfer all or part of its rights under this Software Sublicense only as part of, and to the extent of, a sale, transfer or lease of any or all of the Aircraft to which the Supplier Software are related provided that the Sublicensee causes the assignee to agree to the terms of this Software Sublicense.

 

The Sublicensee will assign a Software Sublicense for all Supplier Software installed on the sold, transferred or leased Aircraft and will retain all other Software Sublicenses attached to any Aircraft that the Sublicensee continues to operate.

 

In the event of any such assignment or transfer, the Sublicensee will transfer the copies of the Supplier Software attached to the sold, transferred or leased Aircraft (including all component parts, media, any upgrades or backup copies, this Software Sublicense, and if applicable, certificate(s) of authenticity), except as otherwise instructed by the Sublicensor.

 

3.2                                        Delegation

 

Without prejudice to Article 10 hereof, in the event of the Sublicensee intending to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), the Sublicensee will notify the Sublicensor of such intention prior to any disclosure of this Software Sublicense and/or the Supplier Software to such Third Party.

 

The Sublicensee hereby undertakes to cause such Third Party to enter into appropriate licensing conditions with the corresponding Supplier and to commit to use the Supplier Software solely for the purpose of maintaining the Sublicensee’s Aircraft and/or processing the Sublicensee’s data.

 

 

	
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4                                                    COPIES

 

Use of the Supplier Software is limited to the number of copies delivered by the Sublicensor to the Sublicensee and to the medium on which the Supplier Software is delivered. No reproduction will be made without the written consent of the Sublicensor, except that the Sublicensee is authorized to copy the Supplier Software for back-up and archiving purposes. Any copy the Sublicensor authorizes the Sublicensee to make will be performed under the sole responsibility of the Sublicensee. The Sublicensee agrees to reproduce the copyright and other notices as they appear on or within the original media on any copies that the Sublicensee makes of the Supplier Software.

 

5                                                    TERM

 

Subject to the Sublicensee having complied with the terms of this Software Sublicense, the rights under this Software Sublicense will be granted from the date of Delivery of each Aircraft until the earlier of (i) the Aircraft ceasing to be operated, in which case the license rights pertaining to such Aircraft will be deemed terminated for such Aircraft on the date of the last operation thereof by the Sublicensee or any of its assignees, or (ii) the Agreement, this Software Sublicense or any part thereof, being terminated for any reason whatsoever, in which case the Sublicensee will immediately cease to use the affected Supplier Software upon the effective termination date.

 

6                                                   CONDITIONS OF USE

 

The Supplier Software will only be used for the Permitted Purpose.

 

The Sublicensee will be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the Supplier Software and all consequences, direct and indirect, relating to the use of such output and results. The Sublicensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs.

 

The Sublicensee expressly acknowledges that it will take all appropriate precautions for the use of the Supplier Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the Supplier Software.

 

Under the present Software Sublicense, the Sublicensee will:

 

a)                       not permit any parent, subsidiary, affiliate, agent or other third party to use the Supplier Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the Supplier Software or commercialization by merging the Supplier Software into another software or adapting the Supplier Software, without the prior written consent from the Supplier;

 

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

 

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

 

d)                       use the Supplier Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties;

 

 

	
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e)
    	
except   as permitted by applicable law, not alter, reverse engineer, modify, correct,   translate, disassemble, decompile or adapt the Supplier Software, nor   integrate all or part of the Supplier Software in any manner whatsoever into   another software product; nor create a software product derived from the   Supplier Software save with the Supplier’s prior written approval;
    
	
 
    	
 
    
	
f)
    	
should   the Sublicensor or the Supplier have elected to provide the source code to   the Sublicensee, have the right to study and test the Supplier Software,   under conditions to be expressly specified by the Sublicensor, but in no   event will the Sublicensee have the right to correct, modify or translate the   Supplier Software;
    
	
 
    	
 
    
	
g)
    	
not   attempt to discover or re-write the Supplier Software source codes in any   manner whatsoever;
    
	
 
    	
 
    
	
h)
    	
not   delete any identification or declaration relative to the intellectual   property rights, trademarks or any other information related to ownership or   intellectual property rights in the Supplier Software;
    
	
 
    	
 
    
	
i)
    	
not   pledge, sell, distribute, grant, sublicense, lease, lend, whether on a   free-of-charge basis or against payment, or permit access on a time-sharing   basis or any other utilization of the Supplier Software, whether in whole or   in part, for the benefit of a third party;
    


 

7                                                    TRAINING

 

In addition to the User Guide provided with the Supplier Software, training and other assistance will be provided upon the Sublicensee’s request, subject to conditions set forth in the Agreement. Such assistance or training will not operate to relieve the Sublicensee of its sole responsibility with respect to the use of the Supplier Software under this Software Sublicense.

 

8                                                    PROPRIETARY RIGHTS - RIGHT TO CORRECT AND MODIFY

 

8.1                                        The Supplier Software is proprietary to the Supplier and the Sublicensor represents and warrants that it has been granted the intellectual property rights necessary to grant this Software Sublicense. The copyright and all other proprietary rights in the Supplier Software are and will remain the property of the Supplier.

 

8.2                                        The Supplier may correct or modify its Supplier Software from time to time at its sole discretion and the Sublicensee will not undertake any correction or modification of the Supplier Software without the Sublicensor’s prior written approval.The Sublicensee will install any Updates provided either by the Supplier or the Sublicensor in accordance with the time schedule notified with the provision of such Update(s). In the event of the Sublicensee failing to install any such Update(s), both the Sublicensor and the Supplier will be relieved of any warranty or liability of any kind with respect to the conformity or operation of the Supplier Software.

 

9                                                    COPYRIGHT INDEMNITY

 

The Sublicensee hereby accepts the transfer to its benefit of all transferable and enforceable copyright indemnity conditions related to the corresponding Supplier Software and contained in the applicable Supplier Product Support Agreement.

 

10                                            CONFIDENTIALITY

 

The Supplier Software, this Software Sublicense and their contents are designated as confidential. The Sublicensee undertakes not to disclose the Software Sublicense, the

 

 

	
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Supplier Software or any parts thereof to any third party without the prior written consent of the Sublicensor, except to the lessee in case of lease of an Aircraft or to the buyer in case of resale of the Aircraft provided that such lessee or buyer agree to maintain the duty of confidentiality as set forth in this Clause 10, without prejudice to any provisions set forth in the Agreement.  In so far as it is necessary to disclose aspects of the Supplier Software to the Sublicensee’s employees, such disclosure is permitted solely for the purpose for which the Supplier Software is supplied and only to those employees who need to know the same, save as permitted herein or where otherwise required pursuant to an enforceable court order or any governmental decision or regulatory provision imposed on the Sublicensee, provided that reasonable prior notice of the intended disclosure is provided to the Sublicensor.

 

The obligations of the Sublicensee to maintain confidentiality will survive the termination of this Software Sublicense for a period of ten (10) years.

 

11                                            ACCEPTANCE

 

Supplier Software will be deemed accepted as part of the Technical Acceptance Process set out in Clause 8 of the Agreement.

 

12                                            WARRANTY

 

The Sublicensee hereby accepts the transfer to its benefit of all transferable and enforceable warranties related to the corresponding Supplier Software and contained in the applicable Supplier Product Support Agreement.

 

As a result, THE SUBLICENSEE acknowledges that the transferable and enforceable warranties, OBLIGATIONS and LIABILITIES contained in the Supplier Product Support Agreement will constitute the sole and exclusive remedy available in the event of any defect or non-conformity of the Supplier Software.

 

Neither the Supplier nor the Sublicensor will have any liability for data that is entered into the Supplier Software by the Sublicensee and/or used for computation purposes.

 

13                                           LIABILITY AND INDEMNITY

 

The Supplier Software is supplied under the express condition that neither the Supplier nor the Sublicensor will have any liability in contract or in tort arising from or in connection with the use and/or possession by the Sublicensee of the Supplier Software and that the Sublicensee will indemnify and hold the Sublicensor and the Supplier harmless from and against any liabilities and claims from third parties arising from such use and/or possession.

 

14                                            EXCUSABLE DELAYS

 

14.1                                Neither the Sublicensor nor the Supplier(s) will be responsible nor be deemed to be in default on account of delays in delivery of any Supplier Software or Updates due to causes reasonably beyond Sublicensor’s or its suppliers’ or subcontractors’ (including the Supplier) control including but not limited to: natural disasters, fires, floods, explosions or earthquakes, epidemics or quarantine restrictions, serious accidents, total or constructive total loss, any act of the government of the country of the Sublicensee or the governments of the countries of Sublicensor or its subcontractors or its suppliers (including the Supplier), war, insurrections or riots, failure of transportation, communications or services, strikes or labor troubles causing cessation, slow down or interruption of services, inability after due and timely diligence to procure materials, accessories, equipment or parts, failure of a subcontractor or supplier (including the Supplier) to furnish materials, accessories, equipment or parts due to causes reasonably

 

 

	
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beyond such subcontractor’s or supplier’s (including the Supplier) control or failure of the Sublicensee or the Supplier to comply with its obligations arising out of the present Software Sublicense.

 

14.2                                The Sublicensor will, and/or will cause the Supplier to, as soon as practicable after becoming aware of any delay falling within the provisions of this Article, notify the Sublicensee of such delay and of the probable extent thereof and will, subject to the conditions as hereinafter provided and as soon as practicable after the removal of the cause or causes for delay, resume delivery of the delayed Supplier Software or Update.

 

15                                            TERMINATION

 

In the event of breach of an obligation set forth in this Software Sublicense by either the Sublicensor or the Sublicensee, which is not cured within 30 days from the date of receipt of a written notice notifying the breach, the non-breaching party will be entitled to terminate this Software Sublicense.

 

In the event of termination for any cause, the Sublicensee will no longer have any right to use the Supplier Software and will return to the Supplier all copies of the Supplier Software and any relating documentation together with an affidavit to that effect.

 

16                                            GENERAL PROVISIONS

 

16.1                                This Software Sublicense is an Exhibit to the Agreement and integrally forms part thereof. As a result, any non-conflicting terms of the Agreement are deemed incorporated herein to the extent they are relevant in the context of this Software Sublicense.

 

16.2                                Notwithstanding the provisions of Clause 22.13 of the Agreement, in the event of any inconsistency or discrepancy between any term of this Software Sublicense and any term of the Agreement (including any Appendix or other Exhibits thereto), the terms of this Software Sublicense will take precedence over the conflicting terms of the Agreement to the extent necessary to resolve such inconsistency or discrepancy.

 

16.3                                The Sublicensee acknowledges that the Supplier Software covered under the present Sublicense Agreement is also subject to the conditions relative to each Supplier Software set forth in the corresponding Supplier Product Support Agreement. In the event of any inconsistency between the terms of this Sublicense Agreement and the terms contained in the corresponding Supplier Product Support Agreement, the latter will prevail to the extent of such inconsistency.

 

16.4                                This Software Sublicense is subject to and construed and the performance thereof will be determined in accordance with the laws in effect in the State of New York without regard to conflict of laws principles that could result in the application of the laws of any other jurisdiction.  All disputes arising in connection with this Software Sublicense will be submitted to the competent courts of New York, and the parties hereby agree to submit to the jurisdiction of those courts.

 

 

	
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EXHIBIT I

 

PART 3

 

END-USER SUBLICENSE AGREEMENT FOR ACS SUPPLIER SOFTWARE

 

 

 

1                                                    DEFINITIONS

 

For the purposes of this end-user sublicense agreement for ACS Supplier Software (the “ACS Software Sublicense”) the following definitions will apply:

 

“Agreement” means the Purchase Agreement of even date herewith covering the purchase and sale of the Aircraft subject thereof.

 

“Aircraft” means, individually or collectively, the Aircraft subject of the Agreement.

 

“Composite Work” means the package composed of various elements, such as database(s), software or data, and which necessitates the use of the ACS Supplier Software.

 

“Permitted Purpose” means use of the ACS Supplier Software by the ACS Sublicensee for its own internal business needs, solely in conjunction with the Aircraft and in particular pertaining to (i) operation of the Aircraft; (ii) on ground operational support of the Aircraft; or (iii) related authorized customization of software.

 

“ACS Sublicensee” means the Buyer under the Agreement.

 

“ACS Sublicensor” means the Seller under the Agreement as authorized by the ACS Supplier to sublicense the ACS Supplier Software to the operators of Airbus aircraft.

 

“ACS Supplier” means each of the ACS Sublicensor’s suppliers owning the intellectual property rights in the corresponding ACS Supplier Software (or holding the right to authorize the ACS Sublicensor to sublicense such ACS Supplier Software) and having granted to the ACS Sublicensor the right to sublicense such ACS Supplier Software.

 

“Airbus Contracted Suppliers Support Agreement” will have the meaning set forth in Clause 12.3.2.1.4 of the Agreement.

 

“ACS Supplier Software” means each of the ACS Supplier’s proprietary products including Composite Work, configurations, processes, rules (together with any related documentation) as well as any modifications, enhancements or extensions thereto, as may be provided by the ACS Supplier or the ACS Sublicensor from time to time and the supply of which to the ACS Sublicensee is governed by a Airbus Contracted Suppliers Support Agreement. The ACS Supplier Software will be supplied in machine-readable code form only, for use in connection with the Aircraft or operations related to the Aircraft. For the avoidance of doubt, this ACS Software Sublicense does not apply to (i) any software embedded in any component, furnishing or equipment installed on the Aircraft and itself bearing a partnumber (ii) third party software not provided under a Airbus Contracted Suppliers Support Agreement, including but not limited to any standard, “off the shelf” software (Components Off The Shelf/COTS) and (iii) open source software contained in the ACS Supplier Software, if any, and it is hereby acknowledged and agreed by both parties hereto that such open source software is independently distributed on an “as is” basis under the respective license terms therefor, and that the ACS Sublicensor disclaims any liability in relation to such open source software.

 

 

	
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“Update(s)” means any update(s) or replacement(s) to the ACS Supplier Software licensed hereunder, which the ACS Sublicensor or the ACS Supplier, at their discretion, make generally available to the ACS Sublicensee.

 

“User Guide” means the documentation, which may be in electronic format, designed to assist the ACS Sublicensee in using the ACS Supplier Software.

 

Capitalized terms used herein and not otherwise defined in this ACS Software Sublicense will have the meaning assigned thereto in the Agreement.

 

2                                                    LICENSE

 

In consideration of the purchase by the ACS Sublicensee of the Aircraft, the ACS Sublicensee is hereby granted a free of charge, worldwide and non-exclusive right to use the ACS Supplier Software, for a Permitted Purpose. Each ACS Supplier will remain the owner of all intellectual property rights in the ACS Supplier Software. There will be one ACS Software Sublicense granted in respect of each Aircraft purchased by the ACS Sublicensee.

 

3                                                    ASSIGNMENT AND DELEGATION

 

3.1                                        Assignment

 

The ACS Sublicensee may, at any time, assign or otherwise transfer all or part of its rights under this ACS Software Sublicense only as part of, and to the extent of, a sale, transfer or lease of any or all of the Aircraft to which the ACS Supplier Software are related provided that the ACS Sublicensee causes the assignee to agree to the terms of this Software Sublicense.

 

The ACS Sublicensee will assign an ACS Software Sublicense for all ACS Supplier Software installed on the sold, transferred or leased Aircraft and will retain all other ACS Software Sublicenses attached to any Aircraft that the ACS Sublicensee continues to operate.

 

In the event of any such assignment or transfer, the ACS Sublicensee will transfer the copies of the ACS Supplier Software attached to the sold, transferred or leased Aircraft (including all component parts, media, any upgrades or backup copies, this ACS Software Sublicense, and if applicable, certificate(s) of authenticity), except as otherwise instructed by the ACS Sublicensor.

 

3.2                                        Delegation

 

Without prejudice to Article 10 hereof, in the event of the ACS Sublicensee intending to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), the ACS Sublicensee will notify the ACS Sublicensor of such intention prior to any disclosure of this Software Sublicense and/or the ACS Supplier Software to such Third Party.

 

The ACS Sublicensee hereby undertakes to cause such Third Party to enter into appropriate licensing conditions with the corresponding ACS Supplier and to commit to use the ACS Supplier Software solely for the purpose of maintaining the ACS Sublicensee’s Aircraft and/or processing the ACS Sublicensee’s data.

 

 

	
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4                                                    COPIES

 

Use of the ACS Supplier Software is limited to the number of copies delivered by the ACS Sublicensor to the ACS Sublicensee and to the medium on which the ACS Supplier Software is delivered. No reproduction will be made without the written consent of the ACS Sublicensor, except that the ACS Sublicensee is authorized to copy the ACS Supplier Software for back-up and archiving purposes. Any copy the ACS Sublicensor authorizes the ACS Sublicensee to make will be performed under the sole responsibility of the ACS Sublicensee. The ACS Sublicensee agrees to reproduce the copyright and other notices as they appear on or within the original media on any copies that the ACS Sublicensee makes of the ACS Supplier Software.

 

5                                                    TERM

 

Subject to the ACS Sublicensee having complied with the terms of this ACS Software Sublicense, the rights under this ACS Software Sublicense will be granted from the date of Delivery of each Aircraft until the earlier of (i) the Aircraft ceasing to be operated, in which case the license rights pertaining to such Aircraft will be deemed terminated for such Aircraft on the date of the last operation thereof by the ACS Sublicensee or any of its assignees, or (ii) the Agreement, this ACS Software Sublicense or any part thereof, being terminated for any reason whatsoever, in which case the ACS Sublicensee will immediately cease to use the affected ACS Supplier Software upon the effective termination date.

 

6                                                    CONDITIONS OF USE

 

The ACS Supplier Software will only be used for the Permitted Purpose.

 

The ACS Sublicensee will be solely responsible for, and agrees to be careful in the use of, all outputs and results derived from the operation of the ACS Supplier Software and all consequences, direct and indirect, relating to the use of such output and results. The ACS Sublicensee agrees to use such outputs and results only once it has verified such outputs and results and has checked the relevance and correctness thereof, in the light of its particular needs.

 

The ACS Sublicensee expressly acknowledges that it will take all appropriate precautions for the use of the ACS Supplier Software, including without limitation measures required for its compliance with the User Guide or any information or directive regarding the use of the ACS Supplier Software.

 

Under the present Software Sublicense, the ACS Sublicensee will:

 

a)                       not permit any parent, subsidiary, affiliate, agent or other third party to use the ACS Supplier Software in any manner, including, but not limited to, any outsourcing, loan, commercialization of the ACS Supplier Software or commercialization by merging the ACS Supplier Software into another software or adapting the ACS Supplier Software, without the prior written consent from the ACS Supplier;

 

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

 

c)                       use the ACS Supplier Software in accordance with such documentation and the User Guide, and ensure that the personnel using the ACS Supplier Software has received appropriate training;

 

d)                       use the ACS Supplier Software exclusively in the technical environment defined in the applicable User Guide, except as otherwise agreed in writing between the parties;

 

 

	
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EXHIBIT I

 

e)                       except as permitted by applicable law, not alter, reverse engineer, modify, correct, translate, disassemble, decompile or adapt the ACS Supplier Software, nor integrate all or part of the ACS Supplier Software in any manner whatsoever into another software product; nor create a software product derived from the ACS Supplier Software save with the ACS Supplier’s prior written approval;

 

f)                          should the ACS Sublicensor or the ACS Supplier have elected to provide the source code to the ACS Sublicensee, have the right to study and test the ACS Supplier Software, under conditions to be expressly specified by the ACS Sublicensor, but in no event will the ACS Sublicensee have the right to correct, modify or translate the ACS Supplier Software;

 

g)                       not attempt to discover or re-write the ACS Supplier Software source codes in any manner whatsoever;

 

h)                       not delete any identification or declaration relative to the intellectual property rights, trademarks or any other information related to ownership or intellectual property rights in the ACS Supplier Software;

 

i)                            not pledge, sell, distribute, grant, sublicense, lease, lend, whether on a free-of-charge basis or against payment, or permit access on a time-sharing basis or any other utilization of the ACS Supplier Software, whether in whole or in part, for the benefit of a third party;

 

7                                                    TRAINING

 

In addition to the User Guide provided with the ACS Supplier Software, training and other assistance will be provided upon the ACS Sublicensee’s request, subject to conditions set forth in the Agreement. Such assistance or training will not operate to relieve the ACS Sublicensee of its sole responsibility with respect to the use of the ACS Supplier Software under this ACS Software Sublicense.

 

8                                                    PROPRIETARY RIGHTS - RIGHT TO CORRECT AND MODIFY

 

8.1                                        The ACS Supplier Software is proprietary to the ACS Supplier and the ACS Sublicensor represents and warrants that it has been granted the intellectual property rights necessary to grant this ACS Software Sublicense. The copyright and all other proprietary rights in the ACS Supplier Software are and will remain the property of the ACS Supplier.

 

8.2                                        The ACS Supplier may correct or modify its ACS Supplier Software from time to time at its sole discretion and the ACS Sublicensee will not undertake any correction or modification of the ACS Supplier Software without the ACS Sublicensor’s prior written approval.The ACS Sublicensee will install any Updates provided either by the ACS Supplier or the ACS Sublicensor in accordance with the time schedule notified with the provision of such Update(s). In the event of the ACS Sublicensee failing to install any such Update(s), both the ACS Sublicensor and the ACS Supplier will be relieved of any warranty or liability of any kind with respect to the conformity or operation of the ACS Supplier Software.

 

9                                                    COPYRIGHT INDEMNITY

 

The ACS Sublicensee hereby accepts the transfer to its benefit of all transferable and enforceable copyright indemnity conditions related to the corresponding ACS Supplier Software and contained in the applicable Airbus Contracted Suppliers Support Agreements.

 

 

	
EXECUTION   VERSION – Air Lease Corporation
    	
 
    	
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EXHIBIT I

 

10                                            CONFIDENTIALITY

 

The ACS Supplier Software, this ACS Software Sublicense and their contents are designated as confidential. The ACS Sublicensee undertakes not to disclose the ACS Software Sublicense, the ACS Supplier Software or any parts thereof to any third party without the prior written consent of the ACS Sublicensor, except to the lessee in case of lease of an Aircraft or to the buyer in case of resale of the Aircraft provided that such lessee or buyer agree to maintain the duty of confidentiality as set forth in this Clause 10, without prejudice to any provisions set forth in the Agreement. In so far as it is necessary to disclose aspects of the ACS Supplier Software to the ACS Sublicensee’s employees, such disclosure is permitted solely for the purpose for which the ACS Supplier Software is supplied and only to those employees who need to know the same, save as permitted herein or where otherwise required pursuant to an enforceable court order or any governmental decision or regulatory provision imposed on the ACS Sublicensee, provided that reasonable prior notice of the intended disclosure is provided to the ACS Sublicensor.

 

The obligations of the ACS Sublicensee to maintain confidentiality will survive the termination of this ACS Software Sublicense for a period of ten (10) years.

 

11                                            ACCEPTANCE

 

ACS Supplier Software will be deemed accepted as part of the Technical Acceptance Process set out in Clause 8 of the Agreement.

 

12                                            WARRANTY

 

The ACS Sublicensee hereby accepts the transfer to its benefit of all transferable and enforceable warranties related to the corresponding ACS Supplier Software and contained in the applicable Airbus Contracted Suppliers Support Agreements.

 

As a result, THE ACS SUBLICENSEE acknowledges that the transferable and enforceable warranties, OBLIGATIONS and LIABILITIES contained in the Airbus Contracted Suppliers Support Agreements will constitute the sole and exclusive remedy available in the event of any defect or non-conformity of the ACS Supplier Software.

 

Neither the ACS Supplier nor the ACS Sublicensor will have any liability for data that is entered into the ACS Supplier Software by the ACS Sublicensee and/or used for computation purposes.

 

13                                            LIABILITY AND INDEMNITY

 

The ACS Supplier Software is supplied under the express condition that neither the ACS Supplier nor the ACS Sublicensor will have any liability in contract or in tort arising from or in connection with the use and/or possession by the ACS Sublicensee of the ACS Supplier Software and that the ACS Sublicensee will indemnify and hold the ACS Sublicensor and the ACS Supplier harmless from and against any liabilities and claims from third parties arising from such use and/or possession.

 

14                                            EXCUSABLE DELAYS

 

14.1                                Neither the ACS Sublicensor nor the ACS Supplier(s) will be responsible nor be deemed to be in default on account of delays in delivery of any ACS Supplier Software or Updates due to causes reasonably beyond ACS Sublicensor’s or its suppliers’ or subcontractors’ (including the ACS Supplier) control including but not limited to: natural disasters, fires, floods, explosions or earthquakes, epidemics or quarantine restrictions, serious accidents, total or constructive total loss, any act of the government of the country of the ACS Sublicensee or the governments of the countries of ACS Sublicensor or its 

 

 

	
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EXHIBIT I

 

subcontractors or its suppliers (including the ACS Supplier), war, insurrections or riots, failure of transportation, communications or services, strikes or labor troubles causing cessation, slow down or interruption of services, inability after due and timely diligence to procure materials, accessories, equipment or parts, failure of a subcontractor or supplier (including the ACS Supplier) to furnish materials, accessories, equipment or parts due to causes reasonably beyond such subcontractor’s or supplier’s (including the ACS Supplier) control or failure of the ACS Sublicensee or the ACS Supplier to comply with its obligations arising out of the present ACS Software Sublicense.

 

14.2                                The ACS Sublicensor will, and/or will cause the ACS Supplier to, as soon as practicable after becoming aware of any delay falling within the provisions of this Article, notify the ACS Sublicensee of such delay and of the probable extent thereof and will, subject to the conditions as hereinafter provided and as soon as practicable after the removal of the cause or causes for delay, resume delivery of the delayed ACS Supplier Software or Update.

 

15                                            TERMINATION

 

In the event of breach of an obligation set forth in this ACS Software Sublicense by either the ACS Sublicensor or the ACS Sublicensee, which is not cured within 30 days from the date of receipt of a written notice notifying the breach, the non-breaching party will be entitled to terminate this ACS Software Sublicense.

 

In the event of termination for any cause, the ACS Sublicensee will no longer have any right to use the ACS Supplier Software and will return to the ACS Supplier all copies of the ACS Supplier Software and any relating documentation together with an affidavit to that effect.

 

16                                            GENERAL PROVISIONS

 

16.1                                This ACS Software Sublicense is an Exhibit to the Agreement and integrally forms part thereof. As a result, any non-conflicting terms of the Agreement are deemed incorporated herein to the extent they are relevant in the context of this ACS Software Sublicense.

 

16.2                                Notwithstanding the provisions of Clause 22.13 of the Agreement, in the event of any inconsistency or discrepancy between any term of this ACS Software Sublicense and any term of the Agreement (including any Appendix or other Exhibits thereto), the terms of this ACS Software Sublicense will take precedence over the conflicting terms of the Agreement to the extent necessary to resolve such inconsistency or discrepancy.

 

16.3                                The ACS Sublicensee acknowledges that the ACS Supplier Software covered under the present ACS Sublicense Agreement is also subject to the conditions relative to each ACS Supplier Software set forth in the corresponding Airbus Contracted Suppliers Support Agreement. In the event of any inconsistency between the terms of this Sublicense Agreement and the terms contained in the corresponding Airbus Contracted Suppliers Support Agreement, the latter will prevail to the extent of such inconsistency.

 

16.4                                This ACS Software Sublicense is subject to and construed and the performance thereof will be determined in accordance with the laws in effect in the State of New York without regard to conflict of laws principles that could result in the application of the laws of any other jurisdiction.  All disputes arising in connection with this ACS Software Sublicense will be submitted to the competent courts of New York, and the parties hereby agree to submit to the jurisdiction of those courts.

 

 

	
EXECUTION   VERSION – Air Lease Corporation
    	
 
    	
Page 158 of 158

 
    
	
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LETTER AGREEMENT N° 1

 

 

 

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

February 1, 2013

 

 

 

 

 

 

 

 

 

 

Subject  : [*]

 

 

 

 

AIR LEASE CORPORATION (“the Buyer”) and AIRBUS S.A.S. (“the Seller”) have entered into a Purchase Agreement (“the Agreement”) dated as of the date hereof which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A350XWB Family 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.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION -  Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
- Letter Agreement N° 1
    	
Page 1/4

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 1

 

 

 

 

	
1.
    	
[*]
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
2.
    	
[*]
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
3.
    	
[*]
    


 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION -  Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
- Letter Agreement N° 1
    	
Page   2/4

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 1

 

 

 

4.                                                      [*]

 

 

 

 

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 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.

 

 

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.

 

 

7.                                                Counterparts

 

This Letter Agreement may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one same instrument.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION -  Air Lease Corporation

	
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- Letter Agreement N° 1
    	
Page   3/4

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 1

 

 

 

 

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

 

 

 

 

	
Agreed and Accepted
    	
Agreed and Accepted
    
	
 
    	
 
    
	
For and on behalf of
    	
For and on behalf of
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
AIRBUS S.A.S.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/ Steven F. Udvar-Házy
    	
 
    	
 
    	
By:
    	
/s/ John J. Leahy
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman & CEO
    	
 
    	
Its:
    	
Chief Operating Officer Customers
    	
 
    
								


 

 

EXECUTION VERSION -  Air Lease Corporation

	
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- Letter Agreement N° 1
    	
Page 4/4
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    


 




 









 

LETTER AGREEMENT N°  2

 

 

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

February 1, 2013

 

 

 

 

 

 

 

 

 

 

Subject  : [*]

 

 

 

AIR LEASE CORPORATION (“the Buyer”) and AIRBUS S.A.S. (“the Seller”) have entered into a Purchase Agreement (“the Agreement”) dated as of the date hereof which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A350XWB Family 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.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION - Air Lease Corporation
    	
 
    	
 
    
	
A350XWB   Family Purchase Agreement
    	
-   Letter Agreement N° 2
    	
Page   1/4

 
    
	
Ref. CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°  2

 

 

	
1.
    	
 
    	
[*]
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
2.
    	
 
    	
[*]
    
	
 
    	
 
    	
 
    
	
1.
    	
 
    	
[*]
    


 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION - Air Lease Corporation
    	
 
    	
 
    
	
A350XWB   Family Purchase Agreement
    	
-   Letter Agreement N° 2
    	
Page 2/4
    
	
Ref. CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°  2

 

 

[*]

 

 

3.                               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.

 

 

4.                                                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.

 

 

5.                                                Counterparts

 

This Letter Agreement may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one same instrument.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION - Air Lease Corporation
    	
 
    	
 
    
	
A350XWB   Family Purchase Agreement
    	
-   Letter Agreement N° 2
    	
Page 3/4
    
	
Ref. CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°  2

 

 

 

 

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

 

	
Agreed and Accepted
    	
Agreed and Accepted
    
	
 
    	
 
    
	
For and on behalf of
    	
For and on behalf of
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
AIRBUS S.A.S.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/ Steven F. Udvar-Házy
    	
 
    	
 
    	
By:
    	
/s/ John J. Leahy
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman & CEO
    	
 
    	
Its:
    	
Chief Operating Officer Customers
    	
 
    
								


 

 

	
EXECUTION VERSION - Air Lease Corporation
    	
 
    	
 
    
	
A350XWB   Family Purchase Agreement
    	
-   Letter Agreement N° 2
    	
Page 4/4
    
	
Ref. CT-CLC1103521
    	
 
    	
 
    


 




 









 

LETTER AGREEMENT N° 3

 

 

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

February 1, 2013

 

 

 

 

 

 

 

 

 

 

 

Subject: [*]

 

 

 

 

 

 

AIR LEASE CORPORATION (“the Buyer”) and AIRBUS S.A.S. (“the Seller”) have entered into a Purchase Agreement (“the Agreement”) dated as of the date hereof which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A350XWB Family 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.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
A350XWB   Family Purchase Agreement
    	
-   Letter Agreement N° 3
    	
Page   1/5

 
    
	
Ref.   CLC-CT1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 3

 

 

1.                                                [*]

 

 

2.                                                [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
A350XWB   Family Purchase Agreement
    	
-   Letter Agreement N° 3
    	
Page   2/5

 
    
	
Ref.   CLC-CT1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 3

 

	
 
    	
[*]
    
	
 
    	
 
    
	
 
    	
 
    
	
3.
    	
[*]
    


 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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-   Letter Agreement N° 3
    	
Page   3/5

 
    
	
Ref.   CLC-CT1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 3

 

[*]

 

4.                                             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.

 

5.                                             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.

 

6.                                             Counterparts

 

This Letter Agreement may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one same instrument.

 

 




 

* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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-   Letter Agreement N° 3
    	
Page   4/5

 
    
	
Ref.   CLC-CT1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 3

 

 

 

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

 

 

 

 

 

	
Agreed and Accepted
    	
Agreed and Accepted
    
	
 
    	
 
    
	
For and on behalf of
    	
For and on behalf of
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
AIRBUS S.A.S.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/ Steven F. Udvar-Házy
    	
 
    	
 
    	
By:
    	
/s/ John J. Leahy
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman & CEO
    	
 
    	
Its:
    	
Chief Operating Officer Customers
    	
 
    
								


 

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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-   Letter Agreement N° 3
    	
Page   5/5

 
    
	
Ref.   CLC-CT1103521
    	
 
    	
 
    


 




 









 

LETTER AGREEMENT N° 4

 

 

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

February 1, 2013

 

 

 

 

 

 

 

 

 

 

Subject  : [*]

 

 

 

 

AIR LEASE CORPORATION (“the Buyer”) and AIRBUS S.A.S. (“the Seller”) have entered into a Purchase Agreement (“the Agreement”) dated as of the date hereof which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A350XWB Family 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.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission 

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION - Air Lease   Corporation
    	
 
    	
 
    	
 
    	
 
    
	
A350XWB Family Purchase Agreement
    	
 
    	
- Letter Agreement N° 4
    	
 
    	
Page   1/8

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 4

 

1.                                                [*]

 

 

 

2.                                             [*]

 

 

 

3.                                             [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission 

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION - Air Lease   Corporation
    	
 
    	
 
    	
 
    	
 
    
	
A350XWB Family Purchase Agreement
    	
 
    	
- Letter Agreement N° 4
    	
 
    	
Page   2/8

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 4

 

[*]

 

 

 

 

4.                                             [*]

 

 

 

 

5.                                             [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission 

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION - Air Lease   Corporation
    	
 
    	
 
    	
 
    	
 
    
	
A350XWB Family Purchase Agreement
    	
 
    	
- Letter Agreement N° 4
    	
 
    	
Page   3/8

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 4

 

 

 

 

6.                                                [*]

 

 

 

7.                                             [*]

 

 

 

8.                                                [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission 

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION - Air Lease   Corporation
    	
 
    	
 
    	
 
    	
 
    
	
A350XWB Family Purchase Agreement
    	
 
    	
- Letter Agreement N° 4
    	
 
    	
Page   4/8

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 4

 

 

 

9.                                                [*]

 

 

 

10.                                        [*]

 

 

 

 

11.                                     [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission 

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION - Air Lease   Corporation
    	
 
    	
 
    	
 
    	
 
    
	
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- Letter Agreement N° 4
    	
 
    	
Page   5/8

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 4

 

[*]

 

 

12.                                     [*]

 

 

 

 

13.                                        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.

 

 

14.                                        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.

 

 

15.                                        Counterparts

 

This Letter Agreement may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one same instrument.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission 

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION - Air Lease   Corporation
    	
 
    	
 
    	
 
    	
 
    
	
A350XWB Family Purchase Agreement
    	
 
    	
- Letter Agreement N° 4
    	
 
    	
Page 6/8

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    	
 
    	
 
    


 











 

LETTER AGREEMENT N° 4

 

 

 

 

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

 

 

 

 

	
Agreed and Accepted
    	
Agreed and Accepted
    
	
 
    	
 
    
	
For and on behalf of
    	
For and on behalf of
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
AIRBUS S.A.S.
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
By:
    	
/s/ Steven F. Udvar-Házy
    	
 
    	
 
    	
By:
    	
/s/ John J. Leahy
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman & CEO
    	
 
    	
Its:
    	
Chief Operating Officer Customers
    	
 
    
								


 

 

	
EXECUTION VERSION - Air Lease   Corporation
    	
 
    	
 
    	
 
    	
 
    
	
A350XWB Family Purchase Agreement
    	
 
    	
- Letter Agreement N° 4
    	
 
    	
Page   7/8

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    	
 
    	
 
    


 











 

	
LETTER AGREEMENT N° 4
    	
APPENDIX 1
    


 

 

 

[*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission 

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION - Air Lease   Corporation
    	
 
    	
 
    	
 
    	
 
    
	
A350XWB Family Purchase Agreement
    	
 
    	
- Letter Agreement N° 4
    	
 
    	
Page   8/8

 
    
	
Ref. CLC-CT1103521
    	
 
    	
 
    	
 
    	
 
    


 




 









 

LETTER AGREEMENT N° 5A

 

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

February 1, 2013

 

 

 

 

 

Subject: [*]

 

 

 

AIR LEASE CORPORATION (“the Buyer”) and AIRBUS S.A.S. (“the Seller”) have entered into a Purchase Agreement (“the Agreement”) dated as of the date hereof which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A350XWB Family 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.

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5A
    	
 
    	
Page 1/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5A

 

1                                                 [*]

 

 

 

2                                                 [*]

 

 

 

3                                                 [*]

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5A
    	
 
    	
Page 2/7

 

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5A

 

 

4                                                 [*]

 

 

 

5                                                 [*]

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5A
    	
 
    	
Page 3/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5A

 

 

[*]

 

 

6                                                 [*]

 

 

 

7                                                 [*]

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5A
    	
 
    	
Page 4/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5A

 

 

8                                                 [*]

 

9                                                 [*]

 

10.                                     ASSIGNMENT

 

Notwithstanding any other provision of this Letter Agreement or of the Sales Proposal and/or the forthcoming 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.

 

11.                                     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.

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5A
    	
 
    	
Page 5/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5A

 

 

12.                                        COUNTERPARTS

 

This Letter Agreement may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one same instrument.

 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5A
    	
 
    	
Page 6/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5A

 

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

 

 

	
Agreed and Accepted
    	
 
    	
Agreed and Accepted
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
For and on behalf of
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
 
    	
AIRBUS S.A.S.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Steven F. Udvar-Házy
    	
 
    	
By:
    	
/s/   John J. Leahy
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman &   CEO
    	
 
    	
Its:
    	
Chief   Operating Officer Customers
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Date:
    	
February 1,   2013
    	
 
    	
Date:
    	
February 1,   2013
    	
 
    


 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5A
    	
 
    	
Page 7/7

 
    


Ref. CT-CLC1103521

 












 

LETTER AGREEMENT N° 5B

 

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

February 1, 2013

 

 

 

 

Subject: [*]

 

 

 

AIR LEASE CORPORATION (“the Buyer”) and AIRBUS S.A.S. (“the Seller”) have entered into a Purchase Agreement (“the Agreement”) dated as of the date hereof which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A350XWB Family 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.

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5B
    	
 
    	
Page 1/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5B

 

1                                                 [*]

 

 

2                                                 [*]

 

 

3                                                 [*]

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5B
    	
 
    	
Page 2/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5B

 

4                                                 [*]

 

 

5                     [*]

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5B
    	
 
    	
Page 3/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5B

 

6                                                 [*]

 

 

7                     [*]

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5B
    	
 
    	
Page 4/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5B

 

 

8                                                 [*]

 

 

9                                                 [*]

 

 

10.                                     ASSIGNMENT

 

Notwithstanding any other provision of this Letter Agreement or of the Sales Proposal and/or the forthcoming 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.

 

11.                                     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.

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5B
    	
 
    	
Page 5/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5B

 

 

12.                                        COUNTERPARTS

 

This Letter Agreement may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one same instrument.

 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5B
    	
 
    	
Page 6/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 5B

 

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

 

 

	
Agreed and Accepted
    	
 
    	
Agreed and Accepted
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
For and on behalf of
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
 
    	
AIRBUS S.A.S.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Steven F. Udvar-Házy
    	
 
    	
By:
    	
/s/   John J. Leahy
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman &   CEO
    	
 
    	
Its:
    	
Chief   Operating Officer Customers
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Date:
    	
February 1,   2013
    	
 
    	
Date:
    	
February 1,   2013
    	
 
    


 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 5B
    	
 
    	
Page 7/7

 
    


Ref. CT-CLC1103521

 












 

LETTER AGREEMENT N° 6

 

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

February 1, 2013

 

 

 

 

 

Subject: OPTION

 

 

 

AIR LEASE CORPORATION (“the Buyer”) and AIRBUS S.A.S. (“the Seller”) have entered into a Purchase Agreement (“the Agreement”) dated as of the date hereof which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A350XWB Family 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.

 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 6
    	
 
    	
Page 1/5

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 6

 

 

1.                                    Scope

 

The Seller shall grant the Buyer the right to purchase five (5) additional A350-1000 aircraft (the “Option Aircraft”).

 

The Option Aircraft shall upon exercise thereof become Aircraft and be subject to the same terms and conditions as the Aircraft under the Agreement, unless otherwise specifically stated herein.

 

 

2.                                    [*]

 

 

3.                                    [*]

 

 

4.                                    [*]

 

 

5.                                    [*]

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 6
    	
 
    	
Page 2/5

 
    


Ref. CT-CLC1103521

 

 











 

LETTER AGREEMENT N° 6

 

 

6.                                    [*]

 

 

 

7.                                    [*]

 

 

8.                                    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.

 

9.                                    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.

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 6
    	
 
    	
Page 3/5

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 6

 

10.                                        Counterparts

 

This Letter Agreement may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one same instrument.

 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 6
    	
 
    	
Page 4/5

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 6

 

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

 

 

 

	
Agreed and Accepted
    	
 
    	
Agreed and Accepted
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
For and on behalf of
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
 
    	
AIRBUS S.A.S.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Steven F. Udvar-Házy
    	
 
    	
By:
    	
/s/   John J. Leahy
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman &   CEO
    	
 
    	
Its:
    	
Chief   Operating Officer Customers
    


 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 6
    	
 
    	
Page 5/5

 
    


Ref. CT-CLC1103521

 












 

LETTER AGREEMENT N° 7

 

 

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

February 1, 2013

 

 

 

 

 

Subject: [*]

 

 

 

AIR LEASE CORPORATION (“the Buyer”) and AIRBUS S.A.S. (“the Seller”) have entered into a Purchase Agreement (“the Agreement”) dated as of the date hereof which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A350XWB Family 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.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission  
  pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 7
    	
 
    	
Page 1/10

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 7

 

 

1.                                    [*]

 

 

2.                                    [*]

 

 

3.                                    [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission  
  pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 7
    	
 
    	
Page 2/10

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 7

 

 

4.                                    [*]

 

 

5.                                    [*]

 

 

6.                                    [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission  
  pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 7
    	
 
    	
Page 3/10

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 7

 

 

7.                                    [*]

 

 

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.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission  
  pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 7
    	
 
    	
Page 4/10

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 7

 

 

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.

 

 

11.                            Counterparts

 

This Letter Agreement may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one same instrument.

 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 7
    	
 
    	
Page 5/10

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 7

 

 

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

 

 

 

	
Agreed and Accepted
    	
 
    	
Agreed and Accepted
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
For and on behalf of
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
 
    	
AIRBUS S.A.S.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Steven F. Udvar-Házy
    	
 
    	
By:
    	
/s/   John J. Leahy
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman &   CEO
    	
 
    	
Its:
    	
Chief   Operating Officer Customers
    


 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 7
    	
 
    	
Page 6/10

 
    


Ref. CT-CLC1103521

 











 

	
LETTER AGREEMENT N° 7
    	
Appendix   A
    


 

 

[*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission  
  pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 7
    	
 
    	
Page 7/10

 
    


Ref. CT-CLC1103521

 











 

	
LETTER AGREEMENT N° 7
    	
Appendix   B
    


 

[*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission  
  pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 7
    	
 
    	
Page 8/10

 
    


Ref. CT-CLC1103521

 











 

	
LETTER AGREEMENT N° 7
    	
Appendix   B
    


 

[*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission  
  pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 7
    	
 
    	
Page 9/10

 
    


Ref. CT-CLC1103521

 











 

	
LETTER AGREEMENT N° 7
    	
Appendix   B
    


 

[*]

 

 




*  Confidential material omitted and filed separately with the Securities and Exchange Commission  
  pursuant to a request for confidential treatment.

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 7
    	
 
    	
Page 10/10

 
    


Ref. CT-CLC1103521

 












 

LETTER AGREEMENT N° 8

 

 

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

February 1, 2013

 

 

 

 

 

Subject: [*]

 

 

 

AIR LEASE CORPORATION (“the Buyer”) and AIRBUS S.A.S. (“the Seller”) have entered into a Purchase Agreement (“the Agreement”) dated as of the date hereof which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the A350XWB Family 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.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 8
    	
 
    	
Page 1/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 8

 

 

1.                                    [*]

 

 

 

2.                                    [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 8
    	
 
    	
Page 2/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 8

 

 

 

 

3.                                    [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 8
    	
 
    	
Page 3/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 8

 

[*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 8
    	
 
    	
Page 4/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 8

 

 

[*]

 

 

4.                                    [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 8
    	
 
    	
Page 5/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 8

 

 

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 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.

 

 

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.

 

 

7.                                    Counterparts

 

This Letter Agreement may be signed in separate counterparts. Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one same instrument.

 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 8
    	
 
    	
Page 6/7

 
    


Ref. CT-CLC1103521

 











 

LETTER AGREEMENT N° 8

 

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

 

 

 

	
Agreed and Accepted
    	
 
    	
Agreed and Accepted
    
	
 
    	
 
    	
 
    
	
For and on behalf of
    	
 
    	
For and on behalf of
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
 
    	
AIRBUS S.A.S.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Steven F. Udvar-Házy
    	
 
    	
By:
    	
/s/   John J. Leahy
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman   & CEO
    	
 
    	
Its:
    	
Chief   Operating Officer Customers
    


 

 

EXECUTION VERSION - Air Lease Corporation

	
A350XWB Family Purchase Agreement
    	
-   Letter Agreement N° 8
    	
 
    	
Page 7/7

 
    


Ref. CT-CLC1103521

 




 









 

LETTER AGREEMENT N°9

 

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

February 1, 2013

 

 

 

 

 

Subject : European Export Credit Financing

 

AIR LEASE CORPORATION (the “Buyer”) and AIRBUS S.A.S. (the “Seller”) have entered into an A350XWB Family Purchase Agreement (the “Agreement”) dated 1st February 2013 which covers the manufacture and the sale by the Seller and the purchase by the Buyer of the Aircraft as described in the Agreement.

 

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

 

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

 

If requested by the Buyer, the Seller shall support the Buyer by applying to the Export Credit Agencies of France (COFACE), Germany (EULER HERMES) and the United Kingdom (ECGD) (the “Export Credit Agencies”) with a view to obtaining financing through European Export Credit for the acquisition of an Aircraft (including the engines installed on such Aircraft). In this respect, the Seller and the Buyer shall need to co-operate closely to provide all necessary information as may be requested by the Export Credit Agencies, including detailed financial information, in due course.

 

Subject (i) to the approval of the European authorities responsible for export credits and (ii) to the unrestricted support of the Export Credit Agencies, an export credit facility (the “Facility”) in respect of an Aircraft as described hereafter may be granted to the Buyer (each such Aircraft hereafter referred to as a “Relevant Aircraft”).

 

The Facility shall include guarantees given by each Export Credit Agency in favour of international lending banks of recognised standing acceptable to the Export Credit Agencies (the “Banks).

 

The terms and conditions under which a Facility may be granted to the Buyer as at the date hereof are described in the attached Appendix A. Such terms and conditions are subject to amendment by the Export Credit Agencies and shall reflect the then prevailing terms of export credit for civil aircraft as governed by the Organisation for Economic Cooperation and Development (“OECD”). Upon request, the Seller will provide the Buyer with the latest version of the Appendix A reflecting the prevailing terms at the time.

 

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
A350XWB   Family Purchase Agreement
    	
-   Letter Agreement N° 9
    	
Page 1/8

 
    
	
Ref.   CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°9

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement to the Seller.

 

 

	
Agreed   and accepted,
    	
 
    	
Agreed   and accepted,
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
For   and on behalf of
    	
 
    	
For   and on behalf of
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
 
    	
AIRBUS S.A.S.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/ Steven F. Udvar-Házy
    	
 
    	
By:
    	
/s/ John J. Leahy
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman & CEO
    	
 
    	
Its:
    	
Chief Operating Officer Customers
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Date:
    	
February 1, 2013
    	
 
    	
Date:
    	
February 1, 2013
    	
 
    
							


 

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
A350XWB   Family Purchase Agreement
    	
-   Letter Agreement N° 9
    	
Page 2/8

 
    
	
Ref.   CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°9

 

APPENDIX A

 

 

GENERAL TERMS AND CONDITIONS

 

Capitalized terms used herein and not otherwise defined in this Appendix shall have the meanings assigned thereto in the Agreement or as defined in the Sector Understanding on Export Credit for Civil Aircraft as entered into force on February 1, 2011 as may be further amended from time to time by the OECD.

 

Unless otherwise stated or decided by the Export Credit Agencies in their sole discretion, the following general terms and conditions shall apply to the Facility:

 

 

1                                        Purpose and Amount

 

The amount of the Facility shall be up to a maximum of eighty-five percent (85%) if the Buyer is in risk category 2 or below, up to a maximum of eighty percent (80%) if the Buyer is in risk category 1, or such lesser percentage as may be selected by the Buyer or imposed by the Export Credit Agencies, in each case of the Net Aircraft Price of the Relevant Aircraft.

 

The list of these risk categories is defined by experts nominated by the members of the OECD. Such list is confidential to the OECD members and is updated on an on-going basis. The risk classifications reflect the senior unsecured credit rating of the Buyer (see Table 1 in appendix).

 

The Net Aircraft Price shall be equal to the Final Price (as defined in the Agreement) of the Relevant Aircraft including the engines/propulsion systems (the “Engines”) installed on such Relevant Aircraft after taking into account all price discounts and other cash credits, less all other credits or concessions of any kind of the Seller and/or the selected engine/propulsion system manufacturer (the “Engine Manufacturer”) related or fairly allocable thereto.

 

Subject to the Export Credit Agencies’ prior approval, the Net Aircraft Price may include Buyer Furnished Equipment installed on the Relevant Aircraft in an amount agreed by the Export Credit Agencies.

 

As requested by the Export Credit Agencies, the Buyer shall provide the Seller with a declaration signed by the selected Engine Manufacturer, indicating the total amount of the credit memoranda made available to the Buyer with respect to the Engines installed on the relevant Aircraft.

 

 

2                                        Participation and Currencies

 

The level of participation in the Facility from the British, French and German Export Credit Agency shall depend on the aircraft type and the Engine selected by the Buyer.

 

The Buyer may select from the following eligible currencies the currency in which he wishes to denominate the Facility.

 

The currencies that are eligible for such Facility are Euros (“EUR”), Japanese Yen (“JPY”), UK Sterling Pounds (“GBP”), US Dollars (“USD”) and other fully convertible currencies for which there are market references.

 

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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-   Letter Agreement N° 9
    	
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LETTER AGREEMENT N°9

 

3                                        Drawdowns and Payment to the Seller

 

The Facility relating to the Relevant Aircraft shall be drawn down upon delivery of such Relevant Aircraft and shall be disbursed directly to the Seller upon satisfactory presentation, inter alia, of the following documents:

 

(i)                                   an aircraft invoice issued by the Seller and

(ii)                                the Certificate of Acceptance

 

in each case in respect of the Relevant Aircraft duly signed by a representative of the Buyer

 

Notwithstanding any decision by the Buyer to select a currency or currencies other than USD, the Seller shall receive the Final Price in USD at delivery of the Relevant Aircraft.

 

 

4                                        Term and Repayment of the Facility

 

The term of the Facility (the “Term”) shall not exceed twelve (12) years.

Unless otherwise decided by the Export Credit Agencies in their sole discretion, the British, French and German portions shall be repayable in a series of annuity style equal payments of rent in the case of a Lease Facility (as defined below) to amortise the Facility in respect of the Relevant Aircraft to zero over the Term.

 

There shall be no extension of the repayment Term by way of sharing of rights in the security on a pari passu basis with commercial lenders for the officially supported export credit.

 

The period between each payment shall be no greater than three (3) months and the first payment shall become payable no later than three (3) months after delivery of the Relevant Aircraft.

 

 

5                                        Interest

 

Interest on the Facility shall be payable in arrears on the unpaid balance of principal, 
 on the same date as and together with the instalments of principal except when lease payments in advance are requested as a Risk Mitigant (as defined below) and in the currency(ies) in which the Facility is denominated.

 

The rate of interest shall be negotiated directly with the Banks and shall be either a floating rate or a fixed rate. Subject to the Export Credit Agencies’ prior approval, the Facility may also include an option to switch from a floating rate to a fixed rate on terms and conditions to be defined.

 

 

6                                        Expenses and Taxes

 

The Buyer shall be responsible for all legal expenses, professional fees as well as taxes and other costs arising out of or in connection with the application for, the provision and administration of the Facility, including the Export Credit Agencies’ travel expenses related to the Buyer’s presentation and/or to the negotiation of the Facility, whether or not the Facility is actually used. All corporate and governmental approvals necessary for the performance of the Buyer’s obligations under the Facility shall be obtained by the Buyer so that the payment of all amounts due to the Banks shall be satisfied without delay, such payments to be without deduction on account of any existing or future withholding taxes, charges, levies or other duties whatsoever. If however any such deduction has to be made, the Buyer shall 

 

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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-   Letter Agreement N° 9
    	
Page 4/8

 
    
	
Ref.   CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°9

 

compensate the Banks for such deduction and shall obtain all necessary approvals for this purpose so that the Banks receive the same net amount as they would have received had no such deduction been made.

 

 

7                                        Security and Form of the Facility

 

As security for the repayment of the Facility, the Buyer shall provide a full security package satisfactory to the Export Credit Agencies and the Banks.

 

The standard form of the Facility shall be a finance lease (the “Lease Facility”). Under the Lease Facility, the Banks shall create a special purpose vehicle (“SPV”) which (i) shall receive title to the Relevant Aircraft pursuant to an assignment to the SPV of the relevant rights and obligations of the Buyer under the Agreement, and (ii) shall lease such Relevant Aircraft to the Buyer for the Term of the Facility.

 

Upon expiry of the Lease Facility and provided that no event of default has occurred or is continuing and provided no cross default and no cross collateralization have been called by the ECAs, the Buyer shall be entitled to purchase the Relevant Aircraft for the greater of the amount of 1$ and the outstanding amount due under the Lease Facility. Upon the exercise by the Buyer of the purchase option and payment of all amounts due under the Lease Facility, title to the Relevant Aircraft shall be transferred from the SPV to the Buyer simultaneously.

 

8                                        Premium

 

The premium to be paid up-front by the Buyer to the Export Credit Agencies in respect of the Facility shall be decided by the Export Credit Agencies. It shall be no less than the Minimum Premium Rates, or if the operator of the aircraft object (and, if different, the borrower/buyer or lessor if, in view of the government providing the official support, the structure of the transaction so warrants)  is based in a State where the Cape Town Convention applies, the Minimum Premium Rates with a reduction of 10% [Table 1 sets out the current Minimum Premium Rates with and without the Cape Town discount.]

 

The Minimum Premium Rate incorporates (i) a Risk Based Rate which is reset every year to reflect Moody’s annual Loss Given Default over a four-year period, and (ii) a Market Reflective Surcharge which is adjusted every quarter.

 

The calculation of the Risk Based Rate depends on the risk classification of the Buyer. The premium payable is expressed as a percentage of the amount of the Facility granted by the Export Credit Agencies.

 

The Buyer may benefit from a 10% Premium reduction if the Buyer and the operator of the aircraft the subject of the ECA application is based in a jurisdiction that has ratified the Cape Town Convention with the qualifying declarations as defined by the OECD and has incorporated the Treaty in its set of domestic laws.

 

 

9                                        Main Terms of Financing

 

The Export Credit Agencies may, upon request of the Buyer, agree to provide financing support at or above the Minimum Premium Rate if all the conditions below are fulfilled to the satisfaction of the Export Credit Agencies and the Banks:

 

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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-   Letter Agreement N° 9
    	
Page 5/8

 
    
	
Ref.   CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°9

 

(i)                                   an asset-backed transaction

(ii)                                a first priority security interest in the Relevant Aircraft

(iii)                             no more than 85% advance rate of the Net Aircraft Price (except if the Buyer is in risk category 1 in which case it is no more than 80%)

(iv)                           no less frequently than quarterly mortgage-style payments

(v)                              cross default and cross collateralization of all aircraft and engines owned legally and beneficially by the same parties under the proposed financing.

 

The transaction should be structured to include a minimum number of Risk Mitigants (as defined below) as set out in table below :

 

	
ASU Risk
   Category
    	
 
    	
Risk Rating
    	
 
    	
Risk Mitigants
    
	
Total “A” + “B”
   Risk Mitigants
    	
 
    	
Minimum
   number of “A”
   Risk Mitigants
    	
 
    	
Minimum
   number of “B”
   Risk Mitigants
    
	
1
    	
 
    	
AAA to   BBB-
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    
	
2
    	
 
    	
BB+ and BB
    	
 
    	
0
    	
 
    	
0
    	
 
    	
0
    
	
3
    	
 
    	
BB-
    	
 
    	
1
    	
 
    	
1
    	
 
    	
0
    
	
4
    	
 
    	
B+
    	
 
    	
2
    	
 
    	
1
    	
 
    	
1
    
	
5
    	
 
    	
B
    	
 
    	
2
    	
 
    	
1
    	
 
    	
1
    
	
6
    	
 
    	
B-
    	
 
    	
3
    	
 
    	
2
    	
 
    	
1
    
	
7
    	
 
    	
CCC
    	
 
    	
4
    	
 
    	
3
    	
 
    	
1
    
	
8
    	
 
    	
CC to C
    	
 
    	
4
    	
 
    	
3
    	
 
    	
1
    


 

 

Risk Mitigants shall be defined as follows:

 

“A” Risk Mitigants

 

I.                          each 5% reduction from the 85% Net Aircraft Price advance rate, (e.g. 70% advance rate where three A Risk Mitigants are required);

 

II.                      a straight line amortisation

 

III.                  a repayment term, which does not exceed ten years

 

“B” Risk Mitigants

 

I-                         Security Deposit in an amount equal to one quarterly instalment of principal and interest

 

II-                     Lease payments in advance,

 

III-                 Maintenance reserves in a form and amount which reflect best market practices.

 

Subject to prior approval by the Export Credit Agencies, one of the “A” Risk Mitigants may be replaced by a 15% surcharge on the applicable Minimum Premium Rate.

 

The Export Credit Agencies may also, upon request of the Buyer, agree to support the financing of the applicable premium with the amount of the premium being added to the initial amount of principal under the Facility.

 

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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-   Letter Agreement N° 9
    	
Page 6/8

 
    
	
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LETTER AGREEMENT N°9

 

10                                Fees

 

10.1                    Banks’ Fees

 

The Buyer shall be responsible for negotiating with the Banks the fees to be paid to them in connection with the preparation, negotiation, execution and granting of the Facility.

 

10.2                    Export Credit Agencies’ fees

 

The Buyer shall pay a premium-holding fee on any undrawn portion of the official support during any premium-holding period, as follows:

 

(i)                                   for the first six months of the holding period: zero basis points per annum

(ii)                                for the second six months of the holding period: 12.5 basis points per annum

(iii)                             for the third six months of the holding period: 25 basis points per annum

 

 

11                                Miscellaneous

 

11.1                    The Buyer shall notify the Seller of its intention to request the Facility not less than six (6) months before the first day of the scheduled month of delivery of the relevant Aircraft with a view to entering into the Facility with the Banks not less than two (2) months before the scheduled date of delivery of the relevant Aircraft.

 

11.2                    The support of the Export Credit Agencies is subject, inter alia, to:

 

(i)                                   a case-by-case assessment of the credit risk;

(ii)                                the financing structure, including securities, being acceptable to the Export Credit Agencies;

(iii)                        receipt by the Export Credit Agencies of all material information relating to the financial, operational and ownership situation of the Buyer (both historical and anticipated) in due time, and, if required, from time to time, a presentation of the then current situation by the Buyer to the Export Credit Agencies.

 

The Export Credit Agencies may also require additional information from the Buyer before reaching a final decision. The Buyer shall be responsible for all costs relating to the provision of the information requested by the Export Credit Agencies.

 

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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Page 7/8

 
    
	
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LETTER AGREEMENT N°9

 

Table 1

 

[*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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LETTER AGREEMENT N°10

 

 

AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 1000N

Los Angeles, California 90067, U.S.A.

 

 

 

Subject:                       [*]

 

AIR LEASE CORPORATION (ALC) and AIRBUS S.A.S. (Airbus) have entered into a Purchase Agreement (the Agreement) dated as of the date hereof which covers the manufacture and the sale by Airbus and the purchase by ALC of A350XWB family aircraft as described in the Agreement.

 

Capitalised 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.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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-   Letter Agreement N° 10
    	
Page 1/6

 
    
	
Ref.   CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°10

 

 

1.                                   [*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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Ref.   CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°10

 

[*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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LETTER AGREEMENT N°10

 

[*]

 

2.                                   Assignment

 

Notwithstanding any other provision of this Letter Agreement or of the Agreement, this Letter Agreement and the rights and obligations of ALC herein shall not be assigned or transferred in any manner, and any attempted assignment or transfer in contravention of the provisions of this paragraph 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.

 

4.                                   Counterparts

 

This Letter Agreement may be signed in separate counterparts.  Each counterpart, when signed and delivered (including counterparts delivered by facsimile transmission), will be an original, and the counterparts will together constitute one same instrument.

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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-   Letter Agreement N° 10
    	
Page 4/6

 
    
	
Ref.   CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°10

 

 

If the foregoing correctly sets forth our understanding, please execute two (2) originals in the space provided below and return one (1) original of this Letter Agreement N°10 to Airbus.

 

 

	
Agreed   and accepted,
    	
 
    	
Agreed   and accepted,
    
	
 
    	
 
    	
 
    
	
For   and on behalf of
    	
 
    	
For   and on behalf of
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
AIR LEASE CORPORATION
    	
 
    	
AIRBUS S.A.S.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
By:
    	
/s/   Steven F. Udvar-Házy
    	
 
    	
By:
    	
/s/   John J. Leahy
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Its:
    	
Chairman &   CEO
    	
 
    	
Its:
    	
Chief   Operating Officer Customers
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    	
 
    
	
Date:
    	
February 1,   2013
    	
 
    	
Date:
    	
February 1,   2013
    


 

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
A350XWB   Family Purchase Agreement
    	
-   Letter Agreement N° 10
    	
Page 5/6

 
    
	
Ref.   CT-CLC1103521
    	
 
    	
 
    


 











 

LETTER AGREEMENT N°10

 

 

Schedule 1

 

[*]

 

 




* Confidential material omitted and filed separately with the Securities and Exchange Commission

pursuant to a request for confidential treatment.

 

	
EXECUTION VERSION   - Air Lease Corporation
    	
 
    	
 
    
	
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-   Letter Agreement N° 10
    	
Page 6/6

 
    
	
Ref.   CT-CLC1103521