exv10w13






EXHIBIT 10.13

CONFIDENTIAL TREATMENT

REQUESTED PURSUANT TO RULE 406




A320 FAMILY




PURCHASE AGREEMENT



BETWEEN



AIRBUS S.A.S.



as Seller



AND



AIR LEASE CORPORATION



as Buyer



Reference :
CT-CLC 1001222




Air Lease Corporation

A320 Family Purchase Agreement — Ref. CT-CLC1001222




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CONTENTS




	 	 	 
	CLAUSES	 	TITLES
	0

	 	DEFINITIONS AND INTERPRETATION
	 
	 	 
	1

	 	SALE AND PURCHASE
	 
	 	 
	2

	 	SPECIFICATION
	 
	 	 
	3

	 	PRICES
	 
	 	 
	4

	 	PRICE REVISION
	 
	 	 
	5

	 	PAYMENTS
	 
	 	 
	6

	 	MANUFACTURE PROCEDURE — INSPECTION
	 
	 	 
	7

	 	CERTIFICATION
	 
	 	 
	8

	 	BUYER’S TECHNICAL ACCEPTANCE
	 
	 	 
	9

	 	DELIVERY
	 
	 	 
	10

	 	EXCUSABLE DELAY AND TOTAL LOSS
	 
	 	 
	11

	 	NON-EXCUSABLE 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

	 	EQUIPMENT SUPPLIER PRODUCT SUPPORT
	 
	 	 
	18

	 	BUYER FURNISHED EQUIPMENT
	 
	 	 
	19

	 	INDEMNIFICATION AND INSURANCE
	 
	 	 
	20

	 	TERMINATION
	 
	 	 
	21

	 	ASSIGNMENTS AND TRANSFERS
	 
	 	 
	22

	 	MISCELLANEOUS PROVISIONS






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CONTENTS




	 	 	 
	EXHIBITS	 	TITLES
	Exhibit A

	 	SPECIFICATION
	 
	 	 
	Exhibit B

	 	FORM OF SPECIFICATION CHANGE NOTICE
	 
	 	 
	Exhibit C

	 	PART 1 — AIRFRAME PRICE REVISION FORMULA
	 

	 	PART 2 — CFMI PROPULSION SYSTEMS PRICE REVISION FORMULA
	 

	 	PART 3 — IAE PROPULSION SYSTEMS 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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A320 FAMILY PURCHASE AGREEMENT



This A320 Family Purchase Agreement (the “Agreement”) is made this 19th day of July 2010



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 600N, 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:




	 	 	 

	Affiliate

	 	with respect to any person or entity, any other
person or entity directly or indirectly
controlling, controlled by or under common
control with such person or entity.
	 
	 	 
	Agreement

	 	this Airbus A320 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 Part 4 of Exhibit H.
	 
	 	 
	Aircraft

	 	any or all of the fifty one (51) firm A320
Family aircraft for which the delivery schedule
is set forth in Clause 9.1 to be sold by the
Seller and purchased by the Buyer pursuant to
this Agreement, including the Airframe and all
components, equipment, parts and accessories
installed in or on such aircraft and the
Propulsion Systems installed thereon upon
delivery.
	 
	 	 
	A319-100 Aircraft Standard Specification

	 	means the A319-100 standard specification
document number J.000.01000, Issue 6, dated
March 01, 2007, published by the Seller, a copy
of which is annexed as Exhibit A-1 to the
Agreement including the following design
weights:
	 
	 	 
	 

	 	MTOW:      64 metric tones
	 

	 	MLW:        61 metric tones
	 

	 	MZFW:      57 metric tones
	 
	 	 
	A320-200 Aircraft Standard Specification

	 	means the A320-200 standard specification
document number D.000.02000, Issue 7, dated
March 01, 2007, published by the Seller, a copy
of which is annexed as Exhibit A-2 to the
Agreement including the following design
weights:
	 
	 	 
	 

	 	MTOW:      73.5 metric tones
	 

	 	MLW:        64.5 metric tones
	 

	 	MZFW:      61 metric tones
	 
	 	 
	A321-200 Aircraft Standard Specification

	 	means the A321-200 standard specification
document number E.000.02000, Issue 4, dated
March 01, 2007, published by the Seller, a copy
of which is annexed as Exhibit A-3 to the
Agreement including the following design
weights:
	 
	 	 
	 

	 	MTOW:      89 metric tones
	 

	 	MLW:        75.5 metric tones
	 

	 	MZFW:      71.5 metric tones
	 
	 	 
	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
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.






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	Airframe

	 	any A319-100, A320-200 or A321-200 Aircraft, as case may be, excluding the
Propulsion Systems therefor.
	 
	 	 
	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

	 	as defined in Clause 5.4.
	 
	 	 
	Base Period

	 	as defined in Clause 3.1.1
	 
	 	 
	Base Price

	 	for any Aircraft, Airframe, SCNs or Propulsion Systems, as more completely
described in Clause 3.1.
	 
	 	 
	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.
	 
	 	 
	Commitment Fee

	 	the commitment fee amounts described in Clause 5.2.
	 
	 	 
	Contractual Definition 

Freeze
or CDF

	 	as defined in 2.4.2.
	 
	 	 
	Customization Milestones 

Chart

	 	as defined in 2.4.1.
	 
	 	 
	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.
	 
	 	 
	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 issued by the Aviation Authority of the
Delivery Location.
	 
	 	 
	FAA

	 	the U.S. Federal Aviation Administration, or any successor thereto.





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	Final Price

	 	as defined in Clause 3.2.
	 
	 	 
	Goods and Services

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

	 	as defined in Clause 11.1.
	 
	 	 
	Initial Operator

	 	means the first operator of an Aircraft following Delivery to it hereunder.
	 
	 	 
	LBA

	 	Luftfahrt-Bundesamt of Germany or any successor thereto.
	 
	 	 
	Manufacture Facilities

	 	means 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.
	 
	 	 
	Operator

	 	means any operator of any Aircraft following Delivery hereunder
	 
	 	 
	Predelivery Payment

	 	any of the payments determined in accordance with Clause 5.2.
	 
	 	 
	Predelivery Payment 

Reference Price

	 	as defined in Clause 5.3.2.
	 
	 	 
	Propulsion Systems

	 	as set forth in Clause 2.3.
	 
	 	 
	Propulsion Systems 

Manufacturer

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

Revision Formula

	 	the Propulsion Systems price revision formula set forth in Part 2 of Exhibit C.
	 
	 	 
	Ready for Delivery

	 	with respect to any Aircraft, when (i) the Technical Acceptance Process has
been successfully completed for an Aircraft and (ii) the Export Certificate of
Airworthiness has been issued for such Aircraft.
	 
	 	 
	Reference Price

	 	as set forth in Clause 3.1.2.
	 
	 	 
	Scheduled Delivery Month

	 	as defined in Clause 9.1.
	 
	 	 
	Secure Area of AirbusWorld

	 	as defined in Clause 14.10.
	 
	 	 
	Seller Price Revision 

Formula

	 	the price revision formula set forth in Part 1 of Exhibit C.
	 
	 	 
	Seller’s Representatives

	 	the representatives of the Seller referred to in Clause 15.
	 
	 	 
	Service Life Policy

	 	as defined in Clause 12.2.
	 
	 	 
	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.





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	Supplier

	 	any supplier of Supplier Parts.
	 
	 	 
	Supplier Part

	 	as defined in 12.3.1.2.
	 
	 	 
	Supplier Product Support 

Agreement

	 	as defined in 12.3.1.3.
	 
	 	 
	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.
	 
	 	 
	Warranty Claim

	 	as defined in Clause 12.1.5.







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.




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 shall 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
	 
	 	 	The Aircraft will be manufactured in accordance with the Standard
Specification, as may already have been modified or varied prior
to the date of this Agreement by the Specification Change Notices
listed in Appendix 1 to Exhibit A.
	 
	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 Base
Price of the Aircraft, 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, Base Price
of the Aircraft, Delivery Date of the Aircraft affected thereby
and interchangeability or replaceability requirements under the
Specification.
	 
	 	 	Except when the MSCN is necessitated by an Aviation Authority
directive or by equipment obsolescence, in which case the MSCN
will be accomplished without requiring the Buyer’s consent, if the
MSCN adversely affects the performance, weight, Base Price,
Delivery Date of the Aircraft affected thereby or the
interchangeability or replaceability requirements under the
Specification, the Seller 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 Seller will provide to the Buyer the details of all changes in an
adapted format and on a regular basis.





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	2.3	 	Propulsion Systems
	 
	 	 	Each Airframe will be equipped with a set of two (2) engines
(including nacelles and thrust reversers) (each upon selection
referred to as the “Propulsion Systems”).
If the Buyer has not selected the Propulsion Systems as of the date
of this Agreement, such choice will be made, for any particular
Aircraft, no later than twelve (12) months before the first day of
the Scheduled Delivery Month of such Aircraft, by the execution of a
Specification Change Notice (SCN).
	 
	2.4	 	Milestones
	 
	2.4.1	 	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 an SCN must
be executed in order to integrate into the Specification any items
requested by the Buyer from the Seller’s catalogues of Specification
change options (the “Option Catalogues”).
	 
	2.4.2	 	Contractual Definition Freeze
	 
	 	 	The Customization Milestone Chart will in particular define the
date(s) by which the contractual definition of the Aircraft must be
finalized and all SCNs need to have been executed by the Buyer (the
“Contractual Definition Freeze” or “CDF”) in order to enable their
incorporation into the manufacturing of the Aircraft and Delivery of
the Aircraft in the Scheduled Delivery Month. Each such date will be
referred to as a “CDF Date”.





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	3-	 	 PRICE
	 
	3.1	 	Base Price of the Aircraft





The Base Price of each Aircraft is the sum of:





	 	(i)	 	the Base Price of the Airframe and
	 
	 	(ii)	 	the Base Price of the Propulsion Systems.






	3.1.1	 	Base Price of the Airframe
	 
	 	 	The Base Price of the Airframe is the sum of the following base prices:






	 	(i)	 	the base price of the Airframe as defined in the Standard Specification
(excluding Buyer Furnished Equipment), including nacelles and thrust reversers,



USD [*]       For A319 Aircraft

USD [*]       For A320 Aircraft

USD [*]       For A321 Aircraft






	 	(ii)	 	the Base Price of any and all SCNs set forth in Appendix 1 to Exhibit
A, at delivery conditions prevailing in January 2009,



USD [*]       For A319 Aircraft

USD [*]       For A320 Aircraft

USD [*]       For A321 Aircraft






	 	 	The Base Price of the Airframe has been established in accordance with the average
economic conditions prevailing in December 2007, January 2008, February 2008 and
corresponding to a theoretical delivery in January 2009 (the “Base Period”).






	3.1.2	 	Base Price of the Propulsion Systems
	 
	3.1.2.1	 	The Base Price of a set of two (2) CFMI Propulsion Systems is:



CFM56-5B5/3       USD [*]      For A319

CFM56-5B4/3       USD [*]      For A320

CFM56-5B3/3       USD [*]      For A321
	 
	 	 	Said Base Price of the Propulsion Systems have been established in accordance with the
delivery conditions prevailing in January 2009 and has been calculated from the below
reference prices indicated by the Propulsion System Manufacturer (the “Reference
Price”):



CFM56-5B5/3       USD [*]

CFM56-5B4/3       USD [*]

CFM56-5B3/3       USD [*]
	 
	 	 	The Reference Prices have been established in accordance with the delivery conditions
prevailing in January 2002 at reference Composite Index of [*] and shall be subject to
revision up to the A320 Family Aircraft Delivery Date in accordance with the CFM
INTERNATIONAL Price Revision Formula set out in Part 2 of Exhibit C hereto.







 




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





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	3.1.2.2	 	The Base Price of a set of two (2) IAE Propulsion Systems is:



IAE V2522-A5      USD [*]      For A319

IAE V2527-A5      USD [*]      For A320

IAE V2533-A5      USD [*]      For A321
	 
	 	 	Said Base Price of the Propulsion Systems have been established in accordance with the
delivery conditions prevailing in January 2009 and has been calculated from the below
reference prices indicated by the Propulsion System Manufacturer (the “Reference
Price”):



IAE V2522-A5      USD [*]

IAE V2527-A5      USD [*]

IAE V2533-A5      USD [*]
	 
	 	 	at theoretical delivery conditions prevailing in January 2006 and shall be subject to
revision up to the A320 Family Aircraft Delivery Date in accordance with the
INTERNATIONAL AERO ENGINES Price Revision Formula set out in Part 3 of Exhibit C hereto.






	3.2	 	Final Price of the Aircraft
	 
	 	 	The Final Price of each Aircraft will be the sum of:






	 	(i)	 	the Base Price of the Airframe, as adjusted to the applicable Delivery
Date of such Aircraft in accordance with Clause 4.1;
	 
	 	(ii)	 	the aggregate of all increases or decreases to the Base Price of the
Airframe as agreed in any Specification Change Notice or part thereof applicable to
the Airframe subsequent to the date of this Agreement as adjusted to the Delivery
Date in accordance with Clause 4.1;
	 
	 	(iii)	 	the Propulsion Systems Reference Price as adjusted to the Delivery
Date in accordance with Clause 4.2;
	 
	 	(iv)	 	the aggregate of all increases or decreases to the Propulsion Systems
Reference Price as agreed in any Specification Change Notice or part thereof
applicable to the Propulsion Systems subsequent to the date of this Agreement as
adjusted to the Delivery Date in accordance with Clause 4.2;
	 
	 	(v)	 	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.







 




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





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	4-	 	 PRICE REVISION
	 
	4.1	 	Seller Price Revision Formula
	 
	 	 	The Base Prices of the Airframe and of the SCNs relating to the
Airframe are subject to revision up to and including the Delivery Date
in accordance with the Seller Price Revision Formula, as set forth in
Part 1 of Exhibit C.
	 
	4.2	 	Propulsion Systems Price Revision
	 
	4.2.1	 	The Propulsion Systems Reference Price is subject to revision up to and including the
Delivery Date in accordance with the Propulsion Systems Price Revision Formula, as set forth
in Part 2 of Exhibit C or Part 3 of Exhibit C as applicable.
	 
	4.2.2	 	The Reference Price of the Propulsion Systems, the prices of the related equipment and the
Propulsion Systems Price Revision Formula are based on information received from the
Propulsions Systems Manufacturer and are subject to amendment by the Propulsion Systems
Manufacturer at any time prior to Delivery. If the Propulsion Systems Manufacturer makes any
such amendment, the amendment will be deemed to be incorporated into this Agreement and the
Reference Price of the Propulsion Systems, the prices of the related equipment and the
Propulsion Systems Price Revision Formula will be adjusted accordingly. The Seller agrees to
notify the Buyer as soon as the Seller receives notice of any such amendment from the
Propulsion Systems Manufacturer.





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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 hereunder in immediately
available funds in United States dollars to:


Beneficiary Name: AIRBUS


Account identification:      0200210962USD00170


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.
	 
	5.2	 	Commitment Fee
	 
	 	 	The Seller acknowledges that it has received from the Buyer a
non-refundable commitment fee of USD [*] for each Aircraft (the
“Commitment Fee”). An amount equal to the Commitment Fee paid with
respect to an Aircraft will be credited without interest against the
first Predelivery Payment for such Aircraft.
	 
	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 Base Price of the Aircraft.


N =     (T — 2009)







 




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





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	 	 	T =     the year of Delivery of the relevant Aircraft.
	 
	5.3.3	 	Predelivery Payments will be paid according to the following schedule.





	 	 	 	 	 
	 	 	 	 	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 shall 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 Predelivery Payment(s) in the aggregate amount of US dollars — [*] (US$ [*]) or more
remain past due for [*] calendar days or more from the date on which such Predelivery
Payment(s) is/(are) due (the “Late Predelivery Payment”), the Seller shall have no obligation
to deliver any or all of the Aircraft remaining to be delivered under the Agreement within
their respective Scheduled Delivery Month(s).
	 
	 	 	If, however, such Late Predelivery Payment(s) (together with compensation for overdue
payment as specified in Clause 5.8) has not been made within [*] days after the time
such payment is due as per Clause 5.3.3, the Seller shall have the right to terminate
the Agreement as to such Aircraft for which such payments are due.







 




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





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	 	 	Upon receipt of the full amount of all delayed Predelivery Payments, together with any
amount due pursuant to Clause 5.8, the Seller shall inform the Buyer of new Scheduled
Delivery Month(s) consistent with the Seller’s other commitments and production
capabilities.
	 
	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 any jurisdiction and accordingly the Buyer shall pay
any VAT chargeable with respect to any Aircraft, component, accessory, equipment, part or
service delivered or furnished under this Agreement.
	 
	5.5.2	 	The Seller will pay all other Taxes (except for Taxes based on or measured by the income of
the Buyer or any Taxes levied against the Buyer for the privilege of doing business in any
jurisdiction), levied, assessed, charged or collected, on or prior to Delivery of any
Aircraft, for or in connection with the manufacture, assembly, sale and delivery under this
Agreement of such Aircraft or any parts, instructions or data installed thereon or
incorporated therein (except Buyer Furnished Equipment referred to in Clause 18).
	 
	5.5.3	 	The Buyer will pay all Taxes not assumed by the Seller under Clause 5.5.2, except for Taxes
based on or measured by the income of the Seller or any Taxes levied against the Seller for
the privilege of doing business in any jurisdiction.
	 
	 	 	“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.
	 
	5.7	 	Overdue Payments





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	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 shall be entitled to claim from the Buyer, and the Buyer shall 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 shall be calculated using [*] on
the amount of such overdue payment, counting from and including the due date of payment up to
and including 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 Commitment Fee
or 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 agreement between the Buyer and the Seller and/or any of
their respective Affiliates (the “Other Agreement”), the Seller may:







 




			
	*	 	Confidential material omitted and filed
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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 shall not be deemed a waiver of any other rights
and remedies the Seller or its Affiliates may have at law or under this Agreement or any
Other Agreement, including the right of set-off.
	 
	5.11.2	 	In the event that the Seller applies any amount of any Predelivery Payment it then holds
under this Agreement in respect of any of the Aircraft in satisfaction of the amount due and
unpaid by the Buyer or its Affiliates or to compensate for losses and/or damages to the Seller
or its Affiliates as a result of the Buyer’s or its Affiliates’ failure to make payment in a
timely manner under the Agreement or any Other Agreement, then the Seller shall notify the
Buyer to that effect. Within three (3) working days of issuance of such notification, the
Buyer shall pay by wire transfer of funds immediately available to the Seller the amount of
the Predelivery Payment that has been applied by the Seller as set forth above.
	 
	 	 	Failure of the Buyer to pay such amount in full, shall entitle the Seller to (i) collect
interest on such unpaid amount in accordance with Clause 5.8.1 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
shall 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 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.






	6.3	 	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.
	 
	6.4	 	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
	 
	7.1	 	Type Certification
	 
	 	 	The Aircraft have been type certificated under EASA and FAA procedures
for certification in the transport category. The Seller has obtained
the relevant type certificate (the “Type Certificate”) to allow the
issuance of the Export Airworthiness Certificate or, as Aircraft are
to be registered in a Member State of the European Community, the
Statement of Conformity.
	 
	7.2	 	Export Airworthiness Certificate or Statement of Conformity
	 
	7.2.1	 	The Aircraft shall be delivered to the Buyer with an Export Airworthiness Certificate and in
a condition enabling the Buyer to obtain at the time of Delivery a Standard Airworthiness
Certificate issued pursuant to Part 21 and in compliance with the applicable provisions of
Part 25 of the U.S. Federal Aviation Regulations. Furthermore, the Seller will at the time of
Delivery provide the Buyer with a certificate of sanitary construction demonstrating the
compliance of the water and waste system with the US Public Health Service Standards (USPHSS)
or, as Aircraft are to be registered in a Member State of the European Community, the
Statement of Conformity.
	 
	7.2.2	 	If, any time before the date on which the Aircraft is Ready for Delivery, any law or
regulation is enacted, promulgated, becomes effective and/or an interpretation of any law or
regulation is issued which requires any change to the Specification for the purposes of
obtaining the Export Airworthiness Certificate or issuing the Statement of Conformity (a
“Change in Law”), the Seller shall make the required variation or modification and the parties
hereto shall sign a Specification Change Notice which specifies the effects, if any, upon the
guaranteed performances, weights, interchangeability, time of Delivery, price of the Aircraft
and text of the Specification.
	 
	7.2.3	 	The Seller shall as far as practicable (but at its sole discretion and without prejudice to
Clause 7.3.1 (ii)) take into account the information available to it concerning any proposed
law, regulation or interpretation which could become a Change in Law in order to minimise the
costs of changes to the Specification as a result of such proposed law, regulation or
interpretation becoming effective prior to the Aircraft being Ready for Delivery.
	 
	7.3	 	Costs of SCNs for Certification
	 
	7.3.1	 	The costs of implementing the variation or modification referred to in Clause 7.2.2 above
shall be
	 
	 	 	(i)  for the account of the Seller if the Change in Law became effective prior to the
date of this Agreement;
	 
	 	 	(ii)  shared equally between the Seller and the Buyer if the Change in Law became
effective after the date of this Agreement.
	 
	7.3.2.	 	Notwithstanding the provisions of sub-Clauses 7.3.1 (i) and (ii), if the Change in Law
relates to the Propulsion Systems, the costs shall be borne in accordance with such
arrangements as may be made separately between the Buyer and the Propulsion Systems
Manufacturer.
	 
	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 Export
Airworthiness Certificate by the Buyer’s or the Initial Operator’s Aviation Authority.





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	 	 	Upon the Buyer’s request, to be provided to the Seller with adequate notice, the Seller
shall identify the changes that may be required in order for an Aircraft to be eligible
for a standard airworthiness certificate to be issued by the airworthiness authority
designated by the Buyer for the registration of such Aircraft (the “Designated
Airworthiness Authority”).
	 
	7.4.2	 	Where the Buyer’s or the Initial Operator’s Designated Airworthiness Authority requires a
modification to comply with additional import aviation requirements and/or supply of
additional data prior to the issuance of the Export Airworthiness Certificate, the Seller
shall incorporate such modification and/or provide such data at costs to be borne by the
Buyer. 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.





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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 that will not exceed three (3)
hours (the “Technical Acceptance Flight”).






	8.2	 	Buyer’s Attendance
	 
	8.2.1	 	The Buyer is entitled to elect to attend the Technical Acceptance Process.
	 
	8.2.2	 	If the Buyer elects to attend the Technical Acceptance Process, the Buyer:






	 	(i)	 	will comply with the reasonable requirements of the Seller, with the
intention of completing the Technical Acceptance Process within five (5) Business
Days, and
	 
	 	(ii)	 	may have a maximum of four (4) of its 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 that the Technical Acceptance Process has been satisfactorily
completed, in all respects.
	 
	8.3	 	Certificate of Acceptance
	 
	 	 	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





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	 	 	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
before 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 hereunder.
	 
	 	 	The Seller will be authorized to use the Aircraft for up to [*] hours for any other
purpose without specific agreement of the Buyer.







 




			
	*	 	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
	 
	 	 	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 (each a “Scheduled Delivery Month”):





	 	 	 	 	 	 	 	 	 
	Aircraft Rank	 	Delivery Date	 	 	Aircraft Type	 
	Aircraft N° 1
	 	 	[*]         2011	 	 	 	A320-200	 
	Aircraft N° 2
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 3
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 4
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 5
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 6
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 7
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 8
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 9
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 10
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 11
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 12
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 13
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 14
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 15
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 16
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 17
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 18
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 19
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 20
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 21
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 22
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 23
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 24
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 25
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 26
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 27
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 28
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 29
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 30
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 31
	 	 	[*]	 	 	 	A320-200	 
	Aircraft N° 32
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 33
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 34
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 35
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 36
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 37
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 38
	 	 	[*]              	 	 	 	A321-200	 
	Aircraft N° 39
	 	 	[*]              	 	 	 	A321-200	 








 




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





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	Aircraft Rank	 	Delivery Date	 	 	Aircraft Type	 
	Aircraft N° 40
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 41
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 42
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 43
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 44
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 45
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 46
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 47
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 48
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 49
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 50
	 	 	[*]	 	 	 	A321-200	 
	Aircraft N° 51
	 	 	[*] 2015	 	 	 	A321-200	 







	 	 	[*]
	 
	9.2	 	Delivery Process
	 
	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 title to the Aircraft to the Buyer free and clear of
all encumbrances (except for any liens or encumbrances created by or on behalf of the Buyer)
provided that the Balance of the Final Price of the 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	 	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 5.8.1, the Seller will retain title to the Aircraft
and 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	 	Flyaway
	 
	9.3.1	 	The Buyer and the Seller will cooperate to obtain any licenses that may be required by the
Aviation Authority of the Delivery Location for the purpose of exporting the Aircraft.







 




			
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for confidential treatment.





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





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	10-	 	 EXCUSABLE DELAY AND TOTAL LOSS
	 
	10.1	 	The Seller and any Affiliate of the Seller shall 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 shall each constitute Excusable Delay for the Seller. The
Seller shall 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 shall 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 shall be delayed by reason of an Excusable
Delay for a period of more than six (6) months after the end of the calendar month in which
delivery is otherwise required hereunder, the Buyer shall 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 six (6) month period. In the event such delay shall continue
for an additional six (6) month period after the expiration of such six (6) month period,
either party shall 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 shall discharge all obligations and liabilities of the
parties hereunder with respect to such Aircraft, except that the Seller shall pay to the Buyer
an amount equal to the entire amount of any Predelivery Payments received from the Buyer
hereunder with respect to such affected Aircraft [*]. Notwithstanding the provisions of Clause 19, the Buyer shall not be
entitled to receive such payment nor 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.







 




			
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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 six (6) 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
shall 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 shall
discharge all obligations and liabilities of the Buyer and Seller hereunder to the extent
related to such Aircraft, except that the Seller shall pay to the Buyer an amount equal to the
entire amount of any Predelivery Payment received from the Buyer hereunder with respect to
such Aircraft [*]. Notwithstanding the provisions of Clause 19, the Buyer shall not be entitled to receive
such repayment nor 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 shall 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 Total Loss prior to delivery further to such event, a further notice
shall 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 shall 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 shall 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 shall 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 shall 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 shall 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
shall be discharged. The Seller shall pay to the Buyer an amount equal to the entire amount of
any Predelivery Payments received from the Buyer hereunder with respect to such Aircraft
subject to Total Loss 







 




			
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	 	 	[*]. Notwithstanding the provisions of Clause 19, the Buyer
shall not be entitled to receive repayment as to any Aircraft under this Clause 10 if
such loss, destruction or damage beyond economic repair is caused by the negligence, or
fault of the Buyer or its representative.
	 
	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.







 




			
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	11-	 	 NON-EXCUSABLE 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 shall be applicable.
	 
	11.2	 	Notwithstanding anything to the contrary contained herein, the total liability of the Seller
under this Clause 11 with respect to any Aircraft shall 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 seven (7) months after the date specified in Clause 9.1.1 hereof (as such date may be
changed pursuant to this Agreement), the Buyer shall 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 seven (7) month period, to terminate this Agreement in respect
only of the affected Aircraft; whereupon the Seller shall 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 thirteen (13) months after the date specified in clause 9.1.1 hereof (as such date may be
changed pursuant to this Agreement), either party shall 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 thirteen (13) month period, to terminate this Agreement in respect only of
the affected Aircraft whereupon the Seller shall 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 shall 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.







 




			
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	12-	 	 WARRANTIES 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, 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 (i) relating to performance or (ii) where it
is expressly stated that such portions are estimates, 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).





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	12.1.3	 	Warranty Period
	 
	 	 	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	 	Buyer’s Remedy and Seller’s Obligation
	 
	12.1.4.1	 	The Buyer’s remedy and the Seller’s obligation and liability under Clauses 12.1.1 and
12.1.2 are limited to, at the Seller’s expense and option, the repair, replacement or
correction of any Warranted Part which is defective (or to the supply of modification kits
rectifying the defect), together with a credit to the Buyer’s account with the Seller of an
amount equal to the mutually agreed direct labor costs expended in performing the removal and
the reinstallation thereof on the Aircraft at the labor rate defined in Clause 12.1.7.5.
	 
	 	 	The Seller may alternatively furnish to the Buyer’s account with the Seller a credit for
the future purchase of goods and services (not including Aircraft or aircraft) equal to
the price at which the Buyer is then entitled to acquire 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 for, nor deemed to be in
default on account of any delay in Delivery of any Aircraft or otherwise in
respect of the performance of this Agreement, due to the Seller’s undertaking to
make such correction and provided further
	 
	 	(ii)	 	that, rather than accept a delay in the Delivery of any such
Aircraft, the Buyer and the Seller may agree to deliver such Aircraft with
subsequent correction of the defect by the Buyer at the Seller’s expense, or the
Buyer may elect to accept Delivery and thereafter file a Warranty Claim as
though the defect had become apparent immediately after Delivery of such
Aircraft.






	12.1.4.3	 	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
that are conducted 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,







 




			
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	 	(iii)	 	the labor rate for the reimbursement will be the labor rate
defined in Clause 12.1.7.5, and
	 
	 	(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 in the form of a written notice (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 90 days of
discovering the defect;
	 
	 	(iii)	 	the Buyer having submitted to the Seller evidence reasonably
satisfactory to the Seller that (i) the claimed defect is due to a matter
covered under the provisions of this Clause 12.1 and that (ii) 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 its reasonable efforts to minimize
the duration of the corresponding flights.
	 
	12.1.6.4	 	On Aircraft Work by the Seller
	 
	 	 	If the Seller determines that a defect subject to this Clause 12.1 justifies the dispatch by the Seller of a working
team to repair or correct such defect through the embodiment of





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	 	 	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 an 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
	 
	 	(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
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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 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	 	In-house Warranty
	 
	12.1.7.1	 	Seller’s Authorization
	 
	 	 	The Seller hereby authorizes the Buyer to repair Warranted Parts
(“In-house Warranty”) subject to the terms of this Clause 12.1.7
and agrees to use all reasonable efforts to ensure a prompt
response and will not unreasonably withhold authorization.
	 
	12.1.7.2	 	Conditions for Seller’s Authorization
	 
	 	 	The Buyer will be entitled to the benefits under this Clause
12.1.7. for repair of Warranted Parts:






	 	(a)	 	where the estimated cost of such repair is in excess of US
Dollars [*] (US$ [*]), the Buyer notifies the Seller Representative of its
intention to perform In-house Warranty Repairs before beginning any such
repairs, such notification to include sufficient detail regarding the defect,
estimated labor hours and material to allow the Seller to ascertain the
reasonableness of the estimate;
	 
	 	(b)	 	if adequate facilities and qualified personnel are available to
the Buyer;
	 
	 	(c)	 	if such repairs are performed in accordance with the Seller’s
Technical Data or written instructions; and
	 
	 	(d)	 	if such repairs are performed only to the extent specified by the
Seller, or, in the absence of such specification, to the extent reasonably
necessary to correct the defect, in accordance with the standards set forth in
Clause 12.1.10.






	12.1.7.3	 	Seller’s Rights
	 
	 	 	The Seller will have the right to require the return to the
Seller 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. In addition, 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	 	In-house Warranty Claim Substantiation







 




			
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Claims for In-house Warranty credit will be filed within the time
period set forth in 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)	 	In-house 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 In-house 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 man-hours 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 man-hours 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 a labor rate
(“Inhouse Warranty Labour Rate”) equal to either:






	 	(i)	 	The Inhouse Warranty Rate applicable pursuant to any
existing agreement between the Seller and the Operator of the Aircraft in
the event that 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
applicable to Operators of Airbus aircraft in the region, in the event
that the Operator of the Buyer’s Aircraft is not 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.





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	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 In-house 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 a least the duration of the applicable Warranty Period.
	 
	12.1.8	 	Standard Warranty in case of Pooling or Leasing Arrangements
	 
	 	 	Without prejudice to Clause 21.1, the warranties provided for in this Clause 12.1 for any Warranted Part will accrue
to the benefit of any airline in revenue service, other than the Buyer, if the Warranted Part enters into the
possession of any such airline as a result of a pooling or leasing agreement between such airline and the Buyer, in
accordance with the terms and subject to the limitations and exclusions of the foregoing warranties and to the extent
permitted by any applicable law or regulations.





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	12.1.9	 	Warranty for Corrected, Replaced or Repaired Warranted Parts
	 
	 	 	Whenever any Warranted Part, which contains a defect for which the Seller is liable under Clause 12.1, has been
corrected, replaced or repaired pursuant to the terms of this Clause 12.1, the period of the Seller’s warranty with
respect to such corrected, repaired or replaced Warranted Part, whichever the case may be, will be the remaining
portion of the original warranty in respect of such corrected, repaired or replaced Warranted Part.
	 
	 	 	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.
	 
	12.1.10	 	Accepted Industry Standard Practices Normal Wear and Tear
	 
	 	 	The Buyer’s rights under this Clause 12.1 are subject to the Aircraft and each component, equipment, accessory and
part thereof being maintained, overhauled, repaired and operated in accordance with accepted industry standard
practices, all Technical Data and any other instructions issued by the Seller, the Suppliers and the Propulsion
Systems Manufacturer and all applicable rules, regulations and directives of the relevant Aviation Authorities.
	 
	 	 	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, trade name, name, part or serial number or other identification marks
have been removed.






	12.1.11	 	Limitation of liability
	 
	 	 	THE SELLER WILL NOT BE LIABLE FOR, AND THE BUYER WILL INDEMNIFY
THE SELLER AGAINST, ANY CLAIMS FROM ANY THIRD PARTIES FOR LOSSES
DUE TO ANY DEFECT, NONCONFORMITY OR PROBLEM OF ANY KIND, ARISING
OUT OF OR IN CONNECTION WITH ANY REPAIR OF ANY WARRANTED PART
UNDERTAKEN BY THE BUYER UNDER CLAUSE 12.1.7 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.





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	12.2	 	Seller Service Life Policy
	 
	12.2.1	 	In addition to the warranties set forth in Clause 12.1, the Seller further agrees that
should a Failure occur in any Item (as these terms are defined herebelow) 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 of the Seller components, equipment, accessories
or parts listed in Exhibit F that are installed on an Aircraft upon Delivery
during the period of effectiveness of the Service Life Policy specified in
Clause 12.2.2.
	 
	 	(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.






	 	 	The Seller’s obligations under this Clause 12.2.1 are referred to as the “Service Life
Policy.”






	12.2.2	 	Periods and Seller’s Undertakings
	 
	 	 	Subject to the general conditions and limitations set forth in
Clause 12.2.4.1, the Seller agrees that if a Failure occurs in an
Item before the Aircraft in which such Item was originally
installed has completed [*] flying hours or [*] flight cycles or
within [*] years after the Delivery of said Aircraft, whichever
occurs first , 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.







 




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





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	12.2.3	 	Seller’s Participation in the Costs
	 
	 	 	Subject to the general conditions and limitations set forth in
Clause 12.2.4, any part or Item that the Seller is required to
furnish to the Buyer under this Service Life Policy in connection
with the correction or replacement of an Item 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,






	 	(i)	 	T : total flying time in hours of the Aircraft in which the Item
subject to a Failure was originally installed,

and,

N : [*] hours,

or,
	 
	 	(ii)	 	T : total number of flight cycles which have been accumulated by
the Aircraft in which the Item subject to a Failure was originally installed,

and,

N : [*] flight cycles,

or,
	 
	 	(iii)	 	T : total time in months since Delivery of the
Aircraft in which the Item subject to a Failure was originally installed,

and,

N : [*] months,






whichever of the foregoing clauses (i), (ii) or (iii) yields the lowest ratio of :




[*]





 




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





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	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:






	 	(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 in writing any breakage or defect in a Item
in writing to the Seller within sixty (60) days after such breakage or defect in
an Item becomes apparent, whether or not said breakage or defect can reasonably
be expected to occur in any other aircraft, and the Buyer 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 HEREUNDER IS TO FURNISH ONLY THOSE CORRECTIONS TO THE ITEMS OR
PROVIDE REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2.
	 
	 	 	THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR
LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE
IN THE FORM OF A CREDIT FOR GOODS (NOT TO INCLUDE “AIRCRAFT” OR AIRCRAFT)) AND/OR
SERVICES,





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LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR
REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE
POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED.




THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DAMAGES,
DIRECT, INCIDENTAL OR CONSEQUENTIAL, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS,
CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.




	12.3	 	 Supplier Warranties and Service Life Policies
	 
	 	 	Prior to the Delivery of the first Aircraft, the Seller will
provide the Buyer with such warranties and service life policies
that the Seller has obtained pursuant to the Supplier Product
Support Agreements.
	 
	12.3.1	 	Definitions
	 
	12.3.1.1	 	“Supplier” means any supplier of Supplier Parts.
	 
	12.3.1.2	 	“Supplier Part” means any component, equipment, accessory or part that is installed in an
Aircraft at the time of Delivery and for which there exists a Supplier Product Support
Agreement. For the sake of clarification, Supplier Parts do not include the Propulsion
Systems, Buyer Furnished Equipment or other equipment selected by the Buyer to be supplied by
suppliers with whom the Seller has no existing enforceable warranty agreements.
	 
	12.3.1.3	 	“Supplier Product Support Agreement” means an agreement between the Seller and a Supplier
containing enforceable and transferable warranties and, in the case of landing gear suppliers,
service life policies for selected structural landing gear elements.
	 
	12.3.2	 	Supplier’s Default
	 
	12.3.2.1	 	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.
	 
	12.3.2.2	 	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.
	 
	12.3.2.3	 	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 the Buyer will provide reasonable assistance to enable
the Seller to enforce the rights so assigned.
	 
	12.4	 	Interface Commitment





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	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 (an “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 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.





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	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 22.10.
	 
	12.5	 	Waiver, Release and Renunciation
	 
	 	 	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
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;





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	 	(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, “SELLER” WILL BE UNDERSTOOD TO INCLUDE THE SELLER,
ANY OF IT SUPPLIERS AND SUB CONTRACTORS, ITS AFFILIATES AND ANY OF THEIR RESPECTIVES
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 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, and
maintenance provider with respect to, 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	 	Transferability
	 
	 	 	Notwithstanding the provisions of Clause 12.1.8 hereof and without
prejudice to Clause 21.1, the Buyer’s rights under this Clause 12
will not be assigned, sold, transferred,





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novated or otherwise alienated by operation of law or otherwise, without the Seller’s
prior written consent thereto.




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



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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 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, 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
	 
	 	(iii)	 	software not created by or specifically for the Seller.






	13.1.3	 	If the Buyer, due to circumstances contemplated in Clause 13.1.1, is prevented from using
the Aircraft (whether by a valid judgement of a court of competent jurisdiction or by a
settlement arrived at between claimant, Seller and Buyer), the Seller will at its expense and
discretion either:






	 	(i)	 	procure for the Buyer the right to use the affected Airframe,
part or software free of charge to the Buyer; or
	 
	 	(ii)	 	replace the infringing part or software as soon as possible with
a non-infringing substitute complying in all other respects with the
requirements of this Agreement.





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	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 willl:






	 	(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, it being
agreed that nothing in this sub-Clause 13.2.1 (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 defence or denial of the suit or claim;
	 
	 	(v)	 	act in such a way as to mitigate damages and / or to reduce the
amount of royalties which may be payable, and act to minimize costs and
expenses.






	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
defence 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 conditioned 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, whether 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
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	 	Range, form, type, format, quantity and delivery schedule of the 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 block 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	 	Buyer Furnished Equipment
	 
	14.3.2.1	 	The Seller shall 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





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	 	 	Data is provided in accordance with the conditions set forth in Clauses 14.3.2.2 through
14.3.2.6.
	 
	14.3.2.2	 	The Buyer will supply the BFE Data to the Seller at least six (6) months prior to the
Scheduled Delivery Month of the first Aircraft.
	 
	14.3.2.3	 	The BFE Data will be supplied in English and will be established in compliance with the
then applicable revision of ATA iSpecification 2200 (iSpec 2200), Information Standards for
Aviation Maintenance.
	 
	14.3.2.4	 	The Buyer and the Seller will agree on the requirements for the provision to the Seller of
BFE Data for “on-aircraft maintenance”, such as but not limited to timeframe, media and format
in which the BFE Data will be supplied to the Seller, in order to manage the BFE Data
integration process in an efficient, expeditious and economic manner.
	 
	14.3.2.5	 	The BFE Data will be delivered in digital format (SGML) and/or in Portable Document Format
(PDF), as agreed between the Buyer and the Seller.
	 
	14.3.2.6	 	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	 	Technical Data will be supplied on-line and/or off-line, as set forth in Exhibit G hereto.
	 
	14.4.2	 	The Buyer will not receive any credit or compensation for any unused or only partially used
Technical Data supplied pursuant to this Clause 14.
	 
	14.4.3	 	Delivery
	 
	14.4.3.1	 	For Technical Data provided off-line, such Technical Data and corresponding revisions will
be sent to up to two (2) addresses as indicated by the Buyer.
	 
	14.4.3.2	 	Technical Data provided off-line will be delivered by the Seller at the Buyer’s named
place of destination under DDU conditions. The term Delivery Duty Unpaid (DDU) is defined by
publication n° 560 of the International Chamber of Commerce, published in January 2000.
	 
	14.4.3.3	 	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.
	 
	14.4.4	 	It will be the responsibility of the Buyer to coordinate and satisfy local Aviation
Authorities’ requirements with respect to Technical Data. Reasonable quantities of such
Technical Data will be supplied by the Seller at no charge to the Buyer at the Buyer’s named
place of destination.
	 
	 	 	Notwithstanding the foregoing, and in agreement with the relevant Aviation Authorities,
preference will be given to the on-line access to such Buyer’s Technical Data through
the Airbus customer portal “AirbusWorld”.
	 
	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”).





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	 	 	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, which
shall be made within two years after issuance of the applicable
Service Bulletin, Seller Service Bulletin information will be
incorporated into the Technical Data, provided that the Buyer
notifies the Seller through the relevant AirbusWorld on-line Service
Bulletin Reporting application that it intends to accomplish such
Service Bulletin. The split effectivity for the corresponding Service
Bulletin will remain in the Technical Data until notification from
the Buyer that embodiment has been completed on all of the Buyer’s
Aircraft. The foregoing is applicable for Technical Data relating to
maintenance only. For operational Technical Data either the pre or
post Service Bulletin status 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 (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 perfomed under the methods
and tools for achieving such introduction and the conditions
specified in the Seller’s then current Customer Services Catalog.
	 
	14.9	 	AirN@v Family products
	 
	14.9.1	 	The Technical Data listed herebelow are provided on DVD and include integrated software
(hereinafter together referred to as “AirN@v Family”).
	 
	14.9.2	 	The AirN@v Family covers several Technical Data domains, reflected by the following AirN@v
Family products:






- AirN@v / Maintenance,




- AirN@v / Planning,




- AirN@v / Repair,




- AirN@v / Workshop,




- AirN@v / Associated Data,




- AirN@v / Engineering.




	14.9.3	 	Further details on the Technical Data included in such products are set forth in Exhibit
“G”.
	 
	14.9.4	 	The licensing conditions for the use of AirN@v Family integrated 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 AirN@v Family products 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 AirN@v Family products




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	 	 	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 Catalog.
	 
	14.10	 	On-Line Technical Data
	 
	14.10.1	 	The Technical Data defined in Exhibit “G” as being provided on-line will be made available
to the Buyer through the Airbus customer portal AirbusWorld (“AirbusWorld”), as further
described in Part 2 of Exhibit I to the Agreement.
	 
	14.10.2	 	Such provision will be at no cost for the duration of the corresponding Revision Service
Period.
	 
	14.10.3	 	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 Part 2 of Exhibit I to this
Agreement.
	 
	14.10.4	 	The list of the Technical Data provided on-line may be extended from time to time.
	 
	 	 	For any Technical Data which is or becomes available on-line, the Seller reserves the right to suppress other formats
for the concerned Technical Data.
	 
	14.10.5	 	Access to AirbusWorld will be granted free of charge for an unlimited number of the Buyer’s
users (including two (2) Buyer’s Administrators) for the Technical Data related to the
Aircraft delivered under this Agreement.
	 
	14.10.6	 	For the sake of clarification, it is hereby specified that Technical Data accessed through
AirbusWorld — which access will be covered by the terms and conditions set forth in the GTC —
will remain subject to the conditions of this Clause 14.
	 
	 	 	In addition, should AirbusWorld provide access to Technical Data in software format, the
use of such software will be 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. Notwithstanding the above, 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;




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	 	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.
	 
	14.12	 	Proprietary Rights
	 
	14.12.1	 	All proprietary rights, including but not limited to patent, design and copyrights,
relating to Technical Data 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 express or implicit approval
howsoever neither of the Buyer nor 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 or 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 embarked 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
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	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 save as permitted therein or pursuant to any
government or legal requirement imposed upon the Buyer.
	 
	14.15.2	 	If the Seller authorizes the disclosure of this Clause or 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
	 
	 	 	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
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	15-	 	SELLER REPRESENTATIVE SERVICES
	 
	 	 	The Seller will 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 will 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 will they be deemed to be acting as Buyer’s employees or agents,
either directly or indirectly.
	 
	15.1.3	 	The Seller will 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 will 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 will 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 will be provided to the Buyer.






	 	 	As a matter of reciprocity, the Buyer will authorize the Seller Representative(s),
during his/their assignment at the Buyer’s, to provide similar assistance to another
airline.
	 
	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 will 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 will 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 will be borne by the Seller upon
receipt by the Seller of all relevant justifications, however the Buyer will not impose on the
Seller any charges other than the direct cost of such communications.




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	15.2.2	 	The Buyer will reimburse the Seller the costs for the initial and termination assignment
travel of the Seller Representatives of one (1) confirmed ticket, Business Class, to and from
their place of assignment and Toulouse, France.
	 
	15.2.3	 	The Buyer will also reimburse the Seller the costs for air transportation for the annual
vacation of the Seller Representatives to and from their place of assignment and Toulouse,
France.
	 
	15.2.4	 	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 will be
responsible for all related transportation costs and expenses.
	 
	15.2.5	 	Absence of an assigned Seller Representative during normal statutory vacation periods are
covered by the Seller Representatives in trhe same conditions as those described in Clause
15.1.4 and as such are accounted against the total allocation provided in Appendix A hereto.
	 
	15.2.6	 	The Buyer will 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 will
relieve the Seller of any obligation to the Buyer under the provisions of Clause 15.1.
	 
	15.2.7	 	The Buyer will 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 will 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 a total of [*] man-months per 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 Delivery 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 in due time prior to the performance of such training, provide access to the
training facilities set forth in Clause 16.2.3.1 to the Seller’s and the competent Aviation
Authority’s representatives for approval of such facilities.
	 
	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 frame 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 courses; for the avoidance of doubt, for the purpose of performing
training, such training equipment does not include aircraft.




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	 	(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 against 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 against 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 will apply to the extent that training allowances
granted under Appendix A remain in credit to the full extent necessary to perform the
exchange.
	 
	 	 	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.




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	16.3.5.1	 	Should the Buyer decide to cancel or reschedule, fully or partially, and irrespective of
the location of the training, a training course, 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 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, through any other required additional training, which will be at the
Buyer’s expense.







 




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





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	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 perdiem rate set forth in the
Seller’s Customer Services Catalog current at the time of the corresponding training or support.
	 
	 	 	Such perdiem 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 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
	 
	 	 	Except in case of gross negligence or wilful 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




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	 	 	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.
	 
	 	 	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.




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	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”).
	 
	 	 	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




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	 	 	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 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, 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.
	 
	 	 	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 fifty one (51) 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 [*]
said Aircraft Delivery.
	 
	 	 	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	 	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
Buyer’s fleet of 51 Aircraft firmly ordered and only provided to new
Airbus Aircraft operator airlines.
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.
	 
	1.3	 	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 Buyer’s
fleet of 51 Aircraft firmly ordered.
	 
	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 Buyer’s fleet of 51 Aircraft firmly ordered and only provided
to new Airbus Aircraft operator airlines.
	 
	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 Buyer’s fleet of 51 Aircraft firmly ordered.







 




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





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	3.2	 	The Seller will provide to the Buyer [*] Engine Run-up courses in total for the Buyer’s fleet
of 51 Aircraft firmly ordered and only provided to new Airbus Aircraft operator airlines.
	 
	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-	 	EQUIPMENT SUPPLIER PRODUCT SUPPORT
	 
	17.1	 	Equipment Supplier Product Support Agreements
	 
	17.1.1	 	The Seller has obtained enforceable and transferable product support agreements from
Suppliers of Seller Furnished Equipment listed in the Specification, the benefit of which is
hereby accepted by the Buyer. Said agreements become enforceable as soon as and for as long as
an operator is identified as an Airbus aircraft operator.
	 
	17.1.2	 	These agreements are based on the “World Airlines Suppliers Guide” and include Supplier
commitments as contained in the “Supplier Product Support Agreements” which include the
following provisions:
	 
	17.1.2.1	 	Technical data and manuals required to operate, maintain, service and overhaul the
Supplier Parts. Such technical data and manuals 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	 	Upon the Buyer’s request, the Seller will provide the Buyer with Supplier Product 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.
	 
	17.2	 	Supplier Compliance
	 
	 	 	The Seller will monitor Suppliers’ compliance with support
commitments defined in the Supplier Product Support Agreements and
will, if necessary, jointly take remedial action with the Buyer.




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	18-	 	BUYER FURNISHED EQUIPMENT
	 
	18.1	 	Administration
	 
	18.1.1.1	 	Without additional charge and in accordance with the Specification, the Seller will
provide for the installation of 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 Airbus
BFE Product Catalog valid at the time the BFE Supplier is selected.
	 
	18.1.1.2	 	Notwithstanding the foregoing and without prejudice to Clause 2.4, if the Buyer wishes to
install BFE manufactured by a supplier who is not referred to in the Airbus BFE Product
Catalog, the Buyer will so inform the Seller and the Seller will conduct a feasibility study
of the Buyer’s request, in order to consider approving such supplier, provided that such
request is compatible with the Seller’s industrial planning and the associated Scheduled
Delivery Month for the Buyer’s Aircraft. In addition, it is a prerequisite to such approval
that the supplier being considered is qualified by the Seller’s Aviation Authorities to
produce equipment for installation on civil aircraft. Any approval of a supplier by the Seller
will be performed at the Buyer’s expense. The Buyer will cause any BFE supplier approved under
this Clause 18.1.1.2 (each an “Approved BFE Supplier”) to comply with the conditions set forth
in this Clause 18 and specifically Clause 18.2.
	 
	 	 	Except for the specific purposes of this Clause 18.1.1.2, the term “BFE Supplier” will
be deemed to include Approved BFE Suppliers.
	 
	18.1.2.1	 	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
(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.
	 
	 	 	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. The Buyer will furnish, or cause the BFE
Suppliers to furnish, the BFE Engineering Definition by the dates specified.
	 
	 	 	Thereafter, the BFE Engineering Definition will not be revised, except through an SCN
executed in accordance with Clause 2.
	 
	18.1.2.2	 	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,
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.
	 
	 	 	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, Division Hamburger
Flugzeugbau Works in HAMBURG (GERMANY) adequate field




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	 	 	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.
	 
	18.1.3	 	Without prejudice to the Buyer’s obligations hereunder, in order to facilitate the
development of the BFE Engineering Definition, the Seller will organize meetings between the
Buyer and BFE Suppliers. The Buyer hereby agrees to participate in such meetings and to
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:






	 	§	 	to monitor the BFE Suppliers and ensure that they will enable the Buyer to
fulfil its obligations, including but not limited to those set forth in the
Customization Milestone Chart;
	 
	 	§	 	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;
	 
	 	§	 	for major BFE, including, but not being limited to, seats, galleys and IFE
(“Major BFE”) to participate on a mandatory basis in the specific meetings that
take place between BFE Supplier selection and BFE delivery, namely:
	 
	 	§	 	Preliminary Design Review (“PDR”),
	 
	 	§	 	Critical Design Review (“CDR”);
	 
	 	§	 	to attend the First Article Inspection (“FAI”) for the first shipset of all
Major 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;
	 
	 	§	 	to attend the Source Inspection (“SI”) that takes place at the BFE Supplier’s
premises prior to shipping, for each shipset of all Major BFE. Should the Buyer
not attend such SI, the Buyer will delegate the SI to the BFE Supplier and
confirmation thereof will be brought to the Seller in writing. Should the Buyer
not attend the SI, the Buyer will be deemed to have accepted the conclusions of
the BFE Supplier with respect to such SI.






	 	 	The Seller will be entitled to attend the PDR, the CDR and the FAI. In doing so, the
Seller’s employees will be acting in an advisory capacity only and at no time will they
be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.
	 
	18.1.4	 	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 Duty Unpaid (DDU) according to the Incoterms, to the following shipping addresses:
	 
	 	 	AIRBUS OPERATIONS S.A.S.

316 Route de Bayonne

31300 TOULOUSE

FRANCE

	 
	 	 	or




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	 	 	AIRBUS OPERATIONS GmbH

Kreetslag 10

21129 HAMBURG

GERMANY
	 
	 	 	as specified by the Seller.
	 
	18.2	 	Applicable Requirements
	 
	 	 	The Buyer is responsible for, at its expense, and warrants that the BFE will:






	 	§	 	be manufactured by a qualified BFE Supplier, and
	 
	 	§	 	meet the requirements of the applicable Specification of the Aircraft, and
	 
	 	§	 	comply with the BFE Engineering Definition, and
	 
	 	§	 	comply with applicable requirements incorporated by reference to the Type
Certificate and listed in the Type Certificate Data Sheet, and
	 
	 	§	 	be approved by the Aviation Authority delivering 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
	 
	 	§	 	not infringe any patent, copyright or other intellectual property right of
any third party, and
	 
	 	§	 	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 Specification, the BFE Engineering Definition or the certification
requirements.
	 
	18.3	 	Buyer’s Obligation and Seller’s Remedies
	 
	18.3.1	 	Any delay or failure by the Buyer or the BFE Suppliers in:






	 	§	 	complying with the foregoing warranty or in providing the BFE Engineering
Definition or field service mentioned in Clause 18.1.2.2, or
	 
	 	§	 	furnishing the BFE in a serviceable condition at the requested delivery date,
or
	 
	 	§	 	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.




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	18.3.2	 	In addition, in the event of any delay or failure mentioned in 18.3.1 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,
packaging and, if so required and not already provided for in the Final Price of
the 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.






	18.4	 	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.
	 
	18.5	 	Disposition of BFE Following Termination
	 
	18.5.1	 	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.
	 
	18.5.2	 	The Buyer will cooperate with the Seller in facilitating the sale of BFE pursuant to Clause
18.5.1 and will be responsible for all costs incurred by the Seller in removing and
facilitating the sale of such BFE [*].
	 
	18.5.3	 	The Seller will notify the Buyer as to those items of BFE not sold by the Seller pursuant to
Clause 18.5.1 above and, at the Seller’s request, the Buyer will undertake to remove such
items from the Seller’ 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.
	 
	18.5.4	 	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.
	 
	18.5.5	 	The Buyer will grant the Seller title to any BFE items that cannot be removed from the
Aircraft without causing damage to the Aircraft or rendering any system in the Aircraft
unusable.







 




			
	*	 	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 such cooperation by the Indemnitee
as the Indemnitor or its counsel may reasonably request, at the
expense of the Indemnitor.




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	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 shall constitute an anticipatory breach of contract by such party
(the “Defaulting Party”) and the other party (the “Non-Defaulting Party”), at its
option, shall 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 shall 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	 	If Predelivery Payments [*] or more remain past due pursuant to Clause 5.3 herein [*].
	 
	 	 	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.
	 
	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 shall 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 shall be borne by the Buyer.
	 
	20.3	 	Termination for Default under other Agreements







 




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





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	 	 	If the Buyer or any of its Affiliates fails to perform or comply with
any material obligation expressed to be assumed by it in any other
agreement between the Buyer or any of its Affiliates and the Seller
or any of its Affiliates and such failure is not remedied 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 shall become effective immediately upon receipt by the
relevant party of the notice of termination sent by the other party without it being necessary
for either party to take any further action or to seek any consent from the other party or any
court 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 shall be without prejudice to any other rights and
remedies available to such party to seek termination of all or part of this Agreement before
any court having jurisdiction pursuant to any failure by the other party to perform its
obligations under this Agreement.
	 
	20.4.3	 	If the party taking the initiative of terminating this Agreement decides to terminate part
of it only, the notice sent to the other party shall specify those provisions of this
Agreement which shall be terminated.
	 
	20.4.4	 	In the event of termination of this Agreement following a default from the Buyer, including
but not limited to a default under Clauses 20.1, 20.2 and 20.3, the Seller without prejudice
to any other rights and remedies available under this Agreement or by law, shall retain all
predelivery payments, commitment fees, option fees and any other monies paid by the Buyer to
the Seller under this Agreement and corresponding to the Aircraft, services, data and other
items covered by such termination.







 




			
	*	 	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 90 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 is organized and existing under the laws
of the United States;
	 
	 	(ii)	 	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;
	 
	 	(iii)	 	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;
	 
	 	(iv)	 	there exists with respect to the surviving or acquiring entity no basis for
a Termination Event;
	 
	 	(v)	 	following the sale, merger or consolidation, the surviving entity is in a
financial condition at least equal to that of the Buyer at time of execution of the
Agreement.






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

2000 Avenue of the Stars, Suite 600N

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 thereafter to enforce each and every such




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	 	 	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.
	 
	 	 	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 the 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 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.




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	 	 	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: Corporate Secretary, 111 Eighth Avenue, New York, NY
10011 USA, 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
	 
	 	 	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.




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	22.8	 	Waiver of Consequential Damages
	 
	 	 	In no circumstances shall 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 even date herewith or subsequent hereto
executed by both parties or by their fully authorized representatives.
	 
	22.13	 	Inconsistencies




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	 	 	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 Purchase Agreement was entered into as of the day and year
first above written.




AIRBUS, S.A.S.



/s/ John J. Leahy



By: John J. Leahy



Title: Chief Operating Officer Customers




AIR LEASE CORPORATION



/s/ John L. Plueger



By: John L. Plueger



Title: President and Chief Operating Officer.




Air Lease Corporation
A320 Family Purchase Agreement — Ref. CT-CLC1001222


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EXHIBIT A




EXHIBIT “A”




SPECIFICATION


The A319-100, A320-200 and A321-200 Standard Specification are contained in a separate folder.





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	A319-100 Baseline Specification
	 	EXHIBIT A Appendix 1






[*]






 




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




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	A320-100 Baseline Specification
	 	EXHIBIT A Appendix 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 B1




[*]






 




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





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EXHIBIT B1




EXHIBIT “B1”




FORM OF



SPECIFICATION CHANGE NOTICE



Air Lease Corporation
A320 Family Purchase Agreement — Ref. CT-CLC1001222


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EXHIBIT B1









	 	 	 

	

	 	For
	 
	SPECIFICATION CHANGE NOTICE
	 	SCN Number
	 

	 	Issue
	 
	 	Dated
	(SCN)

	 	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 :










Air Lease Corporation
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EXHIBIT B1









	 	 	 

	
	 	For
	 
	SPECIFICATION CHANGE NOTICE
	 	SCN Number
	 

	 	Issue
	 
	 	Dated
	(SCN)

	 	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 B1









	 	 	 

	

	 	For
	 
	SPECIFICATION CHANGE NOTICE
	 	SCN Number
	 

	 	Issue
	 
	 	Dated
	(SCN)

	 	Page






Scope of change (FOR INFORMATION ONLY)








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EXHIBIT B2




EXHIBIT
“B2”




FORM OF



MANUFACTURER SPECIFICATION

CHANGE NOTICE



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EXHIBIT B2









	 	 	 

	

	 	For
	 
	MANUFACTURER’S SPECIFICATION
	 	MSCN Number
	CHANGE NOTICE
	 	Issue
	 
	 	Dated
	(SCN)

	 	Page








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 MSCN is not rejected by




	 	 	 

	Buyer approval

	 	Seller approval
	 
	 	 
	By :

	 	By :
	Date :

	 	Date :










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A320 Family Purchase Agreement — Ref. CT-CLC1001222


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EXHIBIT B2









	 	 	 

	

	 	For
	 
	MANUFACTURER’S SPECIFICATION 
	 	MSCN Number
	CHANGE NOTICE
	 	Issue
	 
	 	Dated
	(SCN)
	 	Page






Specification repercussion:





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







Air Lease Corporation
A320 Family Purchase Agreement — Ref. CT-CLC1001222


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EXHIBIT B2









	 	 	 

	

	 	For
	 
	MANUFACTURER’S SPECIFICATION
	 	MSCN Number
	CHANGE NOTICE
	 	Issue
	 
	 	Dated
	(SCN)

	 	Page






Scope of change (FOR INFORMATION ONLY)








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EXHIBIT C (Part 1)







	PART 1 	 	AIRFRAME PRICE REVISION FORMULA
	 
	1	 	BASE PRICE
	 
	 	 	The Airframe Base Price quoted in Clause 3.1 of the Agreement
is subject to adjustment for changes in economic conditions as
measured by data obtained from the US Department of Labor,
Bureau of Labor Statistics, and in accordance with the
provisions hereof.
	 
	2	 	BASE PERIOD
	 
	 	 	The Airframe Base Price has been established in accordance
with the average economic conditions prevailing in December
2007, January 2008, February 2008 and corresponding to a
theoretical delivery in January 2009 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) shall be the one deemed to apply for
the two preceding months.
	 
	 	 	Index code for access on the Web site of the US Bureau of
Labor Statistics: CIU2023211000000I.
	 
	 	 	Material Index: “Industrial Commodities” (hereinafter referred
to as “IC”) as published in “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.




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EXHIBIT C (Part 1)



	4	 	REVISION FORMULA





	 	 	 	 	 

	Pn

	 	=
	 	[*]
	Where

	 	:	 	 
	 
	 	 	 	 
	Pn

	 	:
	 	Airframe Base Price as revised at the Delivery Date of the Aircraft
	 
	 	 	 	 
	Pb

	 	:
	 	Airframe Base Price at economic conditions December 2007, January
2008, February 2008 averaged (January 2009 delivery conditions)
	 
	 	 	 	 
	[*]

	 	
	 	
	 
	 	 	 	 
	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 2007, January 2008, February 2008
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 2007, January 2008, February 2008, averaged (= [*])







	5	 	GENERAL PROVISIONS
	 
	5.1	 	Roundings
	 
	 	 	The Labor Index average and the Material Index average shall be computed to the first decimal. If the next succeeding place
is five (5) or more, the preceding decimal place shall be raised to the next higher figure.
	 
	 	 	Each quotient [*] shall be rounded to the nearest ten-thousandth (4 decimals). If the next succeeding place is five (5) or
more, the preceding decimal place shall be raised to the next higher figure.
	 
	 	 	The final factor shall be rounded to the nearest ten-thousandth (4 decimals).
	 
	 	 	The final price shall be rounded to the nearest whole number (0.5 or more rounded to 1).
	 
	5.2	 	Substitution of Indexes for Airframe Price Revision Formula
	 
	 	 	If:






	 	(i)	 	the United States Department of Labor substantially revises the
methodology of calculation of the Labor Index or the Material Index as used in
the Airframe Price Revision Formula, or
	 
	 	(ii)	 	the United States Department of Labor discontinues, either
temporarily or permanently, such Labor Index or such Material Index, or







 




			
	*	 	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 (Part 1)





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






	 	 	the Seller shall select a substitute index for inclusion in the Airframe Price Revision
Formula (the “Substitute Index”).
	 
	 	 	The Substitute Index shall reflect as closely as possible 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.
	 
	 	 	As a result of the selection of the Substitute Index, the Seller shall make an
appropriate adjustment to the Airframe Price Revision Formula to combine the successive
utilization of the original Labor Index or Material Index (as the case may be) and of
the Substitute Index.
	 
	5.3	 	Final Index Values
	 
	 	 	The Index values as defined in Clause 4 above shall be considered
final and no further adjustment to the base prices as revised at
Delivery of the Aircraft shall 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 shall 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 C (Part 2)






	PART 2	 	PROPULSION SYSTEMS PRICE REVISION FORMULA

CFM INTERNATIONAL
	 
	1	 	REFERENCE PRICE OF THE PROPULSION SYSTEMS
	 
	 	 	The Reference Price of a set of two (2) CFM INTERNATIONAL Engines is:
	 
	 	 	CFM56-5B5/3          USD [*]           For A319

CFM56-5B4/3          USD [*]           For A320

CFM56-5B3/3          USD [*]           For A321

	 
	 	 	This Reference Price is subject to adjustment for changes in economic conditions as
measured by data obtained from the US Department of Labor, Bureau of Labor Statistics
and in accordance with the provisions of Clauses 4 and 5 of this Exhibit C.
	 
	2	 	REFERENCE PERIOD
	 
	 	 	The above Reference Price has been established in accordance with the economical conditions prevailing
for a theoretical delivery in January 2002 as defined by CFM INTERNATIONAL by the Reference Composite
Price Index (CPIb) of [*].
	 
	3	 	INDEXES
	 
	 	 	Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as
“ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”,
and found in Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages
and Salaries for private industry workers by industry and occupational group”, or such other name that
may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS
code 336411, base month and year December 2005 = 100, hereinafter mutiplied by 1.777 and rounded to the
first decimal place.)
	 
	 	 	The quarterly value released for a certain month (March, June, September and December) shall be the one
deemed to apply for the two preceding months.
	 
	 	 	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

	 	:
	 	revised Reference Price at Aircraft Delivery.








 




			
	*	 	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 (Part 2)




	 	 	 	 	 

	Pb

	 	:
	 	Reference Price at delivery conditions January 2002
	 
	 	 	 	 
	[*]

	 	
	 	
	 
	 	 	 	 
	CPIn

	 	:
	 	the Composite Price Index (CPI) applicable for the month of Aircraft
Delivery. This Composite Price Index is composed as follows:
	 
	 	 	 	 
	 

	 	 	 	CPIn= [*]
	 
	 	 	 	 
	where

	 	:	 	 
	 
	 	 	 	 
	ECIn

	 	:
	 	The arithmetic average of the ECI336411W-Index available at the
Delivery Date of the Aircraft for the
11th, 12th and
13th month prior to the month of Aircraft Delivery, multiplied by 1.777
and individually rounded to the first decimal place.
	 
	 	 	 	 
	ICn

	 	:
	 	The arithmetic average of the IC-Index available at the Delivery Date
of the Aircraft for the 11th, 12th and 13th month
prior to the month of Aircraft Delivery







	5	 	GENERAL PROVISIONS
	 
	5.1	 	Roundings






	 	(i)	 	The Material index average (ICn) shall be rounded to the nearest
second decimal place and the labor index average (ECIn) shall be rounded to the
nearest first decimal place.
	 
	 	(ii)	 	CPIn shall be rounded to the nearest second decimal place.
	 
	 	(iii)	 	The final factor [*] shall be rounded to the nearest third
decimal place.






	 	 	If the next succeeding place is five (5) or more, the preceding decimal place shall be
raised to the next higher figure.
	 
	 	 	After final computation, Pn shall be rounded to the nearest whole number (0.5 rounds to
1).
	 
	5.2	 	Final Index Values
	 
	 	 	The revised Reference Price at the date of Aircraft Delivery shall not be subject to any further adjustments in the
indexes.
	 
	5.3	 	Interruption of Index Publication
	 
	 	 	If the US Department of Labor substantially revises the methodology of calculation or discontinues any to these indexes
referred to hereabove, the Seller shall reflect the substitute for the revised or discontinued index selected by CFM
INTERNATIONAL, such substitute index to lead in application to the same adjustment result, insofar as possible, as would
have been achieved by continuing the use of the original index as it may have fluctuated had it not been revised or
discontinued.







 




			
	*	 	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 (Part 2)





	 	 	Appropriate revision of the formula shall be made to accomplish this result.
	 
	5.4	 	Annulment of Formula
	 
	 	 	Should the above escalation provisions become null and void by action of
the US Government, the Reference Price shall be adjusted
due to increases in the costs of labor and material which have occurred
from the period represented by the applicable Reference Composite Price
Index to the twelfth (12th) month prior to the month of Aircraft Delivery.
	 
	5.5	 	Limitations
	 
	 	 	Should the ratio [*] be lower than 1.000, 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 C (Part 3)







	PART 3 	 	PROPULSION SYSTEMS PRICE REVISION FORMULA
	 
	 	 	INTERNATIONAL AERO ENGINES
	 
	1	 	REFERENCE PRICE OF THE ENGINES
	 
	 	 	The Reference Price of a set of two (2) INTERNATIONAL AERO ENGINES Engines is:





	 	 	 	 	 

	IAE V2522-A5

	 	USD [*]
	 	For A319
	IAE V2527-A5

	 	USD [*]
	 	For A320
	IAE V2533-A5

	 	USD [*]
	 	For A321







	            	 	This Reference Price is subject to adjustment for changes in economic conditions as
measured by data obtained from the US Department of Labor, Bureau of Labor Statistics,
and in accordance with the provisions hereof.
	 
	2	 	REFERENCE PERIOD
	 
	 	 	The above Reference Price has been established in accordance with the average economic conditions
prevailing in June 2005, July 2005, August 2005 (delivery conditions January 2006), as defined
according to INTERNATIONAL AERO ENGINES by the ECIb and ICb index values indicated in Clause 4 of this
Exhibit C.
	 
	3	 	INDEXES
	 
	 	 	Labor Index: “Employment Cost Index for Workers in Aerospace manufacturing” hereinafter referred to as
“ECI336411W”, quarterly published by the US Department of Labor, Bureau of Labor Statistics, in “NEWS”,
and found in Table 9, “WAGES and SALARIES (not seasonally adjusted): Employment Cost Indexes for Wages
and Salaries for private industry workers by industry and occupational group” ,or such other name that
may be from time to time used for the publication title and/or table, (Aircraft manufacturing, NAICS
code 336411, base month and year December 2005 = 100).
	 
	 	 	The quarterly value released for a certain month (March, June, September and December) shall be the one
deemed to apply for the two preceding months.
	 
	 	 	Index code for access on the Web site of the US Bureau of Labor Statistics: CIU2023211000000I.
	 
	 	 	Material Index: “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







 




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





Air Lease Corporation

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EXHIBIT C (Part 3)





	4	 	REVISION FORMULA
	 
	 	 	Pn = [*]





	 	 	 	 	 

	Where

	 	:
	 	 
	 
	 	 	 	 
	[*]

	 	
	 	
	 
	 	 	 	 
	Pn

	 	:
	 	revised Reference Price at Aircraft Delivery
	 
	 	 	 	 
	Pb

	 	:
	 	Reference Price at averaged economic conditions June 2005, July 2005, August 2005
	 
	 	 	 	 
	ECIn

	 	:
	 	ECI336411W Index for the Fifth (5th), Sixth
(6th) and Seventh (7th) month averaged prior to the month of
Aircraft Delivery
	 
	 	 	 	 
	ECIb

	 	:
	 	ECI336411W Index for June 2005, July 2005, August 2005 averaged (= [*])
	 
	 	 	 	 
	ICn

	 	:
	 	IC-Index for the Fifth (5th), Sixth
(6th) and Seventh (7th) month averaged prior to the month of
Aircraft Delivery
	 
	 	 	 	 
	ICb

	 	:
	 	IC-Index for June 2005, July 2005, August 2005 (= [*])







	5	 	GENERAL PROVISIONS
	 
	5.1	 	Roundings






	 	(i)	 	ECIn and ICn shall be calculated to the nearest tenth (1 decimal)
	 
	 	(ii)	 	Each quotient [*] shall be calculated to the nearest
ten-thousandth (4 decimals).
	 
	 	(iii)	 	The final factor shall be rounded to the nearest ten-thousandth
(4 decimals).






	 	 	If the next succeeding place is five (5) or more the preceding decimal place shall be
raised to the nearest higher figure.
	 
	 	 	After final computation, Pn shall be rounded to the nearest whole number (0.5 rounds to
1).
	 
	5.2	 	Final Index Values
	 
	 	 	The revised Reference Price at the date of Aircraft Delivery shall be the final price and shall not be subject to any
further adjustments in the indexes.
	 
	 	 	If no final index values are available for any of the applicable month, the then published preliminary figures shall be the
basis on which the Revised Reference Price shall be computed.
	 
	5.3	 	Interruption of Index Publication







 




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





Air Lease Corporation

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EXHIBIT
C (Part 3)





	 	 	If the US Department of Labor substantially revises the methodology of calculation or discontinues any of the indexes
referred to hereabove, the Seller shall reflect the substitute for the revised or discontinued index selected by
INTERNATIONAL AERO ENGINES, such substitute index to lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of the original index as it may have fluctuated had it not been
revised or discontinued.
	 
	 	 	Appropriate revision of the formula shall be made to accomplish this result.
	 
	5.4	 	Annulment of Formula
	 
	 	 	Should the above escalation provisions become null and void by action of the US Government, the price shall be adjusted due
to increases in the costs of labor and material which have occurred from the period represented by the applicable Reference
Price Indexes to the Fifth (5th), Sixth (6th) and Seventh (7th) months averaged prior to
the Aircraft Delivery.
	 
	5.5	 	Limitation
	 
	 	 	Should the [*] be lower than the Reference Price, the final price shall be computed with the [*].







 




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





Air Lease Corporation

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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 [Blagnac/Hamburg].



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



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



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




CUSTOMER [as agent of OWNER] 

Name:

Title:

Signature:









Air Lease Corporation

A320 Family Purchase Agreement — Ref. CT-CLC1001222



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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

	 	ENGINE SERIAL NUMBERS:
	SERIAL NUMBER: [•]

	 	LH: [•]
	 

	 	RH: [•]
	 
	 	 
	REGISTRATION MARK: [•]
	 	 





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



This Bill of Sale shall be governed by and construed in accordance with the laws of [same governing
law as the Purchase Agreement].



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




AIRBUS S.A.S.




Name:

Title:

Signature:









Air Lease Corporation

A320 Family Purchase Agreement — Ref. CT-CLC1001222



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EXHIBIT F




EXHIBIT “F”




SERVICE LIFE POLICY



LIST OF ITEMS



Air Lease Corporation

A320 Family Purchase Agreement — Ref. CT-CLC1001222



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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





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EXHIBIT F




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





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EXHIBIT F




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










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 EXHIBIT
G




EXHIBIT “G”




TECHNICAL DATA INDEX



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EXHIBIT G



TECHNICAL DATA INDEX




Where applicable data will be established in general compliance with ATA 100 Information
Standards for Aviation Maintenance, and the applicable provisions for digital standard of ATA
Specification 2200 (iSpec2200).


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



The explanation of the table is as follows:




	 	 	 

	NOMENCLATURE

	 	Self-explanatory.
	 
	 	 
	ABBREVIATED DESIGNATION (Abbr)

	 	Self-explanatory.
	 
	 	 
	AVAILABILITY (Avail)
	 	 






Technical Data can be made available :





	-	 	ON-LINE (ON) through the relevant service on AirbusWorld, and / or
	 
	-	 	OFF-LINE (OFF) through the most suitable means applicable to the size of the concerned document (e.g
CD or DVD).





FORMAT (Form)



Following Technical Data formats may be used:





	-	 	SGML — Standard Generalized Mark-up Language, which allows further data processing by the Buyer.
	 
	-	 	XML — Extensible Mark-up Language, evolution of the SGML text format to cope with WEB technology
requirements.
	 
	 	 	XML is used for data processing. Processed data shall be consulted through the e-doc
Viewer FOCT — Flight Operations Consultation Tool.
	 
	 	 	XML data may be customized using Airbus customization tools (Flight Operations
Documentation Manager , ADOC) or the Buyer’s own XML based editing tools.
	 
	-	 	CGM — Computer Graphics Metafile, format of the interactive graphics associated with the XML and /or SGML text file delivery.
	 
	-	 	PDF (PDF) — Portable Document Format allowing data consultation.





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EXHIBIT G



	-	 	Advanced Consultation Tool —  refers to Technical Data consultation application that offers advanced consultation & navigation functionality compared to PDF.
Both browser software & Technical Data are packaged together.
	 
	-	 	P1 / P2 — refers to manuals printed on one side or both sides of the sheet.
	 
	-	 	CD-P —  refers to CD-Rom including Portable Document Format (PDF) Data.
	 
	-	 	CD-XML — Refers to CD-Rom including XML data





	 	 	 	 	 

	TYPE

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

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

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






	 	 	 

	QUANTITY (Qty)

	 	Self-explanatory for physical media.
	 
	 	 
	DELIVERY (Deliv)

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

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






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EXHIBIT G




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	   OPERATIONAL MANUALS AND DATA
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flight Crew Operating Manual

	 	FCOM
	 	ON
	 	XML
	 	C
	 	 	N/A	 	 	 	90	 	 	 
	 

	 	 	 	OFF
	 	CD-XML
	 	C
	 	 	1	 	 	 	90	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flight Crew Training Manual

	 	FCTM
	 	ON

OFF
	 	XML

CD-XML
	 	C

C
	 	 	N/A

1	 	 	 	90

90	 	 	FCTM is a supplement to FCOM, a “Pilot’s
guide” for use in training and in operations
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cabin Crew Operating Manual

	 	CCOM
	 	ON

OFF
	 	XML

CD-XML
	 	C

C
	 	 	N/A

1	 	 	 	90

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

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

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

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

	 	FM
	 	ON
	 	XML
	 	C
	 	 	N/A	 	 	 	0	 	 	 
	 

	 	 	 	OFF
	 	CD-XML
	 	C
	 	 	1	 	 	 	0	 	 	 
	 

	 	 	 	OFF
	 	PDF
	 	C
	 	 	*	 	 	 	0	 	 	*PDF secure format integrated in the FOCT
viewer, used for loading on board aircraft
EFB, in agreement with Airworthiness
Authorities.






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




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EXHIBIT G





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	   OPERATIONAL MANUALS AND DATA
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Master Minimum Equipment List

	 	MMEL
	 	ON
	 	XML
	 	C
	 	 	N/A	 	 	 	180	 	 	 
	 

	 	 	 	OFF
	 	CD-XML
	 	C
	 	 	1	 	 	 	180	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Quick Reference Handbook

	 	QRH
	 	ON
	 	XML
	 	C
	 	 	N/A	 	 	 	90	 	 	 
	 

	 	 	 	OFF
	 	CD-XML
	 	C
	 	 	1	 	 	 	90	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trim Sheet

	 	TS
	 	OFF
	 	Electronic format
	 	C
	 	 	1	 	 	 	0	 	 	Transferred to the
Buyer by electronic
mail (MS Word or
PDF or TIFF).

Note: additional
document provided
by the Seller : IATA Airport
Handing Manual / AHM
sections 515, 516, 560.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Weight and Balance Manual

	 	WBM
	 	ON
	 	XML
	 	C
	 	 	N/A	 	 	 	0	 	 	 
	 

	 	 	 	OFF
	 	CD-XML
	 	C
	 	 	1	 	 	 	0	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Performance Engineer’s Programs

	 	PEP
	 	ON
	 	Performance

Computation Tool
	 	C
	 	 	N/A	 	 	 	90	 	 	A collection of
aircraft
performance
software tools in a
common interface.
	 

	 	 	 	OFF
	 	Performance

Computation Tool

on CD
	 	C
	 	 	1	 	 	 	90	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Performance Programs Manual

	 	PPM
	 	OFF
	 	CD-P
	 	C
	 	 	1	 	 	 	90	 	 	Explains how to use
the PEP & contains
specific data for
engineers, which
are not contained
in the FCOM






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EXHIBIT G




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	MAINTENANCE AND ASSOCIATED MANUALS

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AirN@v / Maintenance , including :
Aircraft Maintenance Manual — AMM
Illustrated Parts Catalog (Airframe) — IPC

	 	AirN@v /

Maintenance
	 	ON
	 	Advanced

Consultation

Tool
	 	C
	 	 	N/A	 	 	 	90	 	 	 
	Illustrated Parts Catalog ( Powerplant
)— PIPC*

Trouble Shooting Manual — TSM 

Aircraft Schematics Manual — ASM 

Aircraft Wiring Lists — AWL 

Aircraft Wiring Manual — AWM 

Electrical Standard Practices Manual — ESPM

	 	 	 	OFF
	 	Advanced

Consultation

Tool on DVD
	 	C
	 	 	20	 	 	 	90	 	 	Recommended basic delivery quantity

*PIPC is integrated in the SA aircraft IPC for IAE V2500
A1/A3 Engines and in the LR A340-500/-600 aircraft IPC for RR
Trent 500 Engines.

For other aircraft and engine types, to be supplied by
Propulsion Systems Manufacturer concurrently with the
Airframe IPC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AirN@v / Associated Data
Consumable Material List — CML
Standards Manual — SM

	 	AirN@v /Associated

Data
	 	ON
	 	Advanced

Consultation

Tool
	 	G
	 	 	N/A	 	 	 	360	 	 	* including Tool and Equipment Manual / Index & Support
Equipment Summary data
	Electrical Standard Practices Manual —
ESPM 

Tool and Equipment Manual — TEM (*)

	 	 	 	OFF
	 	Advanced

Consultation

Tool on DVD
	 	G
	 	 	20	 	 	 	360	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Technical Follow-up

	 	TFU
	 	ON
	 	PDF
	 	E
	 	 	20	 	 	 	90	 	 	TFU for trouble shooting & maintenance, to be used with AirN@v
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft Maintenance Manual

	 	AMM
	 	ON

OFF
	 	PDF

CD-P
	 	C

C
	 	 	N/A

*	 	 	 	90

90	 	 	* PDF will be discontinued in 2010 after implementation of
the AirN@v / Maintenance Technical
Data upgrade programme
	 

	 	 	 	ON
	 	SGML
	 	C
	 	 	N/A	 	 	 	90	 	 	Available from the Technical Data Download Service on
AirbusWorld (Graphics in CGM, compliant with iSpec 2200 )
	 

	 	 	 	OFF
	 	SGML
	 	C
	 	 	1	 	 	 	90	 	 	Effective CD delivery will only take place at the time of
explicit request from the Buyer






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EXHIBIT G




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	MAINTENANCE AND ASSOCIATED MANUALS (Cont’d)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft Schematics Manual

	 	ASM
	 	ON

OFF
	 	PDF

CD-P
	 	C

C
	 	 	N/A

*	 	 	 	90

90	 	 	* PDF will be
discontinued in
2010 after
implementation of
the
AirN@v / Maintenance
Technical Data
upgrade programme
	 

	 	 	 	ON
	 	SGML
	 	C
	 	 	N/A	 	 	 	90	 	 	Available from the Technical Data Download Service on AirbusWorld (Graphics in CGM, compliant with iSpec 2200 )
	 

	 	 	 	OFF
	 	SGML
	 	C
	 	 	1	 	 	 	90	 	 	Effective CD
delivery will only
take place at the
time of explicit
request from the Buyer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft Wiring List

	 	AWL
	 	ON

OFF
	 	PDF

CD-P
	 	C

C
	 	 	N/A

*	 	 	 	90

90	 	 	* PDF will be
discontinued in
2010 after
implementation of
the
AirN@v / Maintenance
Technical Data
upgradeprogramme.
	 

	 	 	 	ON
	 	SGML
	 	C
	 	 	N/A	 	 	 	90	 	 	Available from the Technical Data Download Service on AirbusWorld (Graphics in CGM, compliant with iSpec 2200 )
	 

	 	 	 	OFF
	 	SGML
	 	C
	 	 	1	 	 	 	90	 	 	Effective CD
delivery will only
take place at the
time of explicit
request from the Buyer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft Wiring Manual

	 	AWM
	 	ON

OFF
	 	PDF

CD-P
	 	C

C
	 	 	N/A

*	 	 	 	90

90	 	 	* PDF will be
discontinued in
2010 after
implementation of
the
AirN@v / Maintenance
Technical Data
upgrade programme
	 

	 	 	 	ON
	 	SGML
	 	C
	 	 	N/A	 	 	 	90	 	 	Available from the
Technical Data
Download Service on
AirbusWorld
(Graphics in CGM,
compliant with
iSpec 2200 )
	 

	 	 	 	OFF
	 	SGML
	 	C
	 	 	1	 	 	 	90	 	 	Effective CD
delivery will only
take place at the
time of explicit
request from the
Buyer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Consumable Material List

	 	CML
	 	OFF
	 	SGML
	 	G
	 	 	1	 	 	 	180	 	 	Effective delivery
will only take
place at the time
of explicit request
from the Buyer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Ecam System Logic Data

	 	ESLD
	 	ON

OFF
	 	PDF

CD-P
	 	E

E
	 	 	N/A

5	 	 	 	90

90	 	 	Used for in-depth aircraft trouble shooting. Ref to SIL 31-033 for details.






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EXHIBIT G





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	MAINTENANCE AND ASSOCIATED MANUALS (Cont’d)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Electrical Load Analysis

	 	ELA
	 	OFF
	 	PDF/MS Word
Excel
	 	C
	 	 	1	 	 	 	+30	 	 	One ELA supplied for each Aircraft, delivered one month after
first Aircraft Delivery PDF File + Office automation format
RTF & Excel file delivered on one single CD for ELA updating
by the Buyer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Electrical Standard Practices Manual

	 	ESPM
	 	OFF
	 	SGML
	 	G
	 	 	1	 	 	 	90	 	 	*Effective CD delivery will only take place at the time of
explicit request from the Buyer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Electrical Standard Practices booklet

	 	ESP
	 	OFF
	 	P2*
	 	G
	 	 	20	 	 	 	90	 	 	* Pocket size format booklet, which provides maintenance
personnel with quick and easy access for the identification of
electrical equipment and the required tooling.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Flight Data Recording Parameter Library

	 	FDRPL
	 	OFF
	 	Advanced Consultation Tool on CD
	 	E
	 	 	5	 	 	 	90	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Illustrated Parts Catalog (Airframe)

	 	IPC
	 	ON

OFF
	 	PDF

CD-P
	 	C

C
	 	 	N/A

*	 	 	 	90

90	 	 	* PDF will be discontinued in 2010 after implementation of
the AirN@v / Maintenance Technical
Data upgrade programme.
	 

	 	 	 	ON
	 	SGML
	 	C
	 	 	N/A	 	 	 	90	 	 	Available from the Technical Data Download Service on

AirbusWorld (Graphics in CGM, compliant with iSpec 2200 )
	 

	 	 	 	OFF
	 	SGML
	 	C
	 	 	1	 	 	 	 	 	 	Effective CD delivery will only take place at the time of
explicit request from the Buyer
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Illustrated Parts Catalog (Powerplant)

	 	PIPC
	 	ON	 	PDF	 	C	 	 	N/A	 	 	 	90	 	 	Integrated in the SA aircraft IPC for IAE V2500 A1/A3 Engines .

	 
	 	 	 	OFF
	 	CD-P	 	C	 	 	20*	 	 	 	90	 	 	Integrated in the LR A340-500/-600 aircraft IPC for RR Trent
500 Engines.
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	*For other aircraft and engine types, supplied by Propulsion
Systems Manufacturer concurrently with the Airframe IPC.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AirN@v / Planning , including
Maintenance Planning Document — MPD

	 	AirN@v/Planning
	 	ON



OFF
	 	Advanced Consultation Tool

Advanced Consultation
Tool on DVD
	 	 E



E
	 	 	N/A



5	 	 	 	360



360	 	 	In addition to MPD in AirN@v consultable format, AirN@v / Planning
includes additional MPD files in the following
downloadable formats: — PDF format
-     MS XLS ( Excel) format

-     TSDF / Text Structured Data File format (specific ASCII for
MIS and Database upload )

-     SGML format for further processing

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






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EXHIBIT G






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	MAINTENANCE AND ASSOCIATED MANUALS (Cont’d)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Maintenance Review Board Report — MRBR 

Airworthiness Limitation Section — ALS

	 	MRBR

ALS
	 	ON
	 	PDF
	 	E
	 	 	N/A	 	 	 	360	 	 	The latest
revisions of
individual MRB
Report and ALS
documents are
available shortly
after approval on
AirbusWorld
Maintenance &
Engineering site,
under “ Prepare
Maintenance
Programme”,
“Demonstrate
compliance with
airworthiness
limitations” tab,
with aircraft
operators being
informed through a
dedicated OIT.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tool & Equipment Bulletins

	 	TEB
	 	ON
	 	PDF
	 	E
	 	 	N/A	 	 	 	N/A	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Tool and Equipment Drawings

	 	TED
	 	ON
	 	Advanced

Consultation Tool
	 	E
	 	 	N/A	 	 	 	360	 	 	These drawings include the Seller’s and Suppliers’ equipment drawings, except for the Seller’s and Suppliers’ proprietary items
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AirN@v / Engineering , including: 

Airworthiness Directives — AD 

European Airworthiness Directives — EUAD

(incl. French DGAC AD’s) 

All Operator Telex — AOT 

Operator Information Telex — OIT 

Flight Operator Telex — FOT 

Modification — MOD 

Modification Proposal — MP 

Service Bulletin — SB 

Service Information Letter — SIL 

Technical Follow-Up — TFU 

Vendor Service Bulletin — VSB

	 	AirN@v/ Engineering
	 	ON



OFF
	 	Advanced

Consultation Tool

Advanced

Consultation Tool

on DVD
	 	C


C	 	 	N/A


5	 	 	 	90


90	 	 	AirN@v Engineering is an electronic index used for identification of the references and links between the Seller’s and Suppliers’ engineering documents
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Trouble Shooting Manual

	 	TSM
	 	ON

OFF
	 	PDF

CD-P
	 	C

C
	 	 	N/A

*	 	 	 	90

90	 	 	* PDF will be
discontinued in
2010 after
implementation of
the
AirN@v / Maintenance
Technical Data
upgrade programme
	 

	 	 	 	ON
	 	SGML
	 	C
	 	 	N/A	 	 	 	90	 	 	Available from the
Technical Data
Download Service on
AirbusWorld
(Graphics in CGM,
compliant with
iSpec 2200 )
	 

	 	 	 	OFF
	 	SGML
	 	C
	 	 	1	 	 	 	90	 	 	Effective CD
delivery will only
take place upon the
Buyer’s express
request.






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Page 119/165









 







EXHIBIT G




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	   STRUCTURAL MANUALS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AirN@v / Repair , including:

Structural Repair Manual (*) — SRM 


Non Destructive Testing Manual — NTM

	 	AirN@v / Repair
	 	ON
	 	Advanced Consultation Tool
	 	E
	 	 	N/A	 	 	 	90	 	 	AirN@v / Repair includes:
•     For SA aircraft, one specific SRM for each A318, A319,

 A320, A321, one SA aircraft common NTM,

	 	 
	 	OFF
	 	Advanced Consultation Tool on DVD
	 	E
	 	 	5	 	 	 	90	 	 	•     For LR aircraft, one SRM and NTM for A340-200/-300, one SRM and NTM for A340-500/-600.

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

	 	SRM
	 	ON
	 	SGML
	 	E
	 	 	N/A	 	 	 	 	 	 	*Upon request only.
	 

	 	 	 	OFF
	 	SGML
	 	E
	 	 	*	 	 	 	 	 	 	 
	Non Destructive Testing Manual

	 	NTM
	 	ON
	 	SGML
	 	E
	 	 	N/A	 	 	 	90	 	 	*Upon request only.
	 

	 	 	 	OFF
	 	SGML
	 	E
	 	 	*	 	 	 	90	 	 	 







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EXHIBIT G





	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	   OVERHAUL DATA
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	AirN@v / Workshop, including:
Component Maintenance Manual
Manufacturer — CMMM
Duct Fuel Pipe Repair Manual — DFPRM

	 	AirN@v /

Workshop
	 	ON



OFF
	 	Advanced

Consultation Tool

Advanced

Consultation Tool

on DVD
	 	E



E
	 	 	N/A



5	 	 	 	180



180	 	 	DFPRM first issue in AirN@v / Workshop planned 2nd half 2009
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Component Maintenance Manual 

Manufacturer 

CMMM

	 	CMMM
	 	ON

OFF
	 	SGML

SGML
	 	E

E
	 	 	N/A

*	 	 	 	180

180	 	 	*Upon request only. Fallback solution to AirN@v / Workshop
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Component Maintenance Manual Vendor

	 	CMMV
	 	OFF
	 	CD-P
	 	E
	 	 	*	 	 	 	180	 	 	* Vendor Supply in digital PDF format .
	 

	 	 	 	ON
	 	PDF
	 	E
	 	 	N/A	 	 	 	180	 	 	Available from the “Supplier Technical Documentation On-Line Service”
in AirbusWorld
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Component Documentation Status

	 	CDS
	 	OFF
	 	CD
	 	C
	 	 	1	 	 	 	180	 	 	Revised until 180 days after first Aircraft Delivery
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Component Evolution List

	 	CEL
	 	ON
	 	PDF
	 	G
	 	 	N/A	 	 	 	—	 	 	 
	 

	 	 	 	OFF
	 	CD-P
	 	G
	 	 	1	 	 	 	—	 	 	Delivered as follow-on to CDS.







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EXHIBIT G






	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	   ENGINEERING DOCUMENTS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Mechanical Drawings, including
the Drawing Picture, Parts List / Parts
Usage

	 	MD
	 	ON
	 	Advanced

Consultation

Tool
	 	C
	 	 	N/A	 	 	 	0	 	 	Seller Installation, Assembly and Detailed part Drawings
for Structure & System installations, fitted on the
Buyer’s fleet or Aircraft . They cover the Aircraft “as
designed”, ie in its original configuration at first
Aircraft Delivery.
Repair drawings are supplied upon specific Buyer request. 

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

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	2D Drawing sheets 

Parts List / Parts Usage (in PDF).
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Standards Manual

	 	SM
	 	ON

OFF
	 	SGML

SGML
	 	G

G
	 	 	N/A

1	 	 	 	180

180	 	 	Effective delivery will only take place at the time of
explicit request from the Buyer.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Process and Material Specification

	 	PMS
	 	ON
	 	PDF
	 	G
	 	 	N/A	 	 	 	0	 	 	 
	 

	 	 	 	OFF
	 	CD-P
	 	G
	 	 	1	 	 	 	0	 	 	 







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EXHIBIT G




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	   MISCELLANEOUS PUBLICATIONS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Airplane Characteristics for Airport
Planning — AC 

Maintenance Facility Planning — MFP

	 	AC/MFP
	 	ON

OFF
	 	PDF

CD-P
	 	E

E
	 	 	N/A

5	 	 	 	360

360	 	 	Available On-Line in AirbusWorld

Grouped on one single CD
 Fallback solution to the on-line AC / MFP
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	ATA 100 Index

	 	ATI
	 	ON
	 	PDF
	 	E
	 	 	N/A	 	 	 	360	 	 	6 Digits ATA 100 Index
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	C@DETS /Technical Data Training
Courseware and Software

	 	C@DETS
	 	ON



OFF
	 	Advanced

Consultation

Tool on CD

Advanced

Consultation

Tool
	 	G



G
	 	 	N/A



5	 	 	 	360



360	 	 	Technical Data self-tutorial training which provides basic
familiarization tailored for Maintenance and Engineering
personnel. 

It is AirN@v Services oriented and available on AirbusWorld for
downloading by module as required.
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft Recovery Manual

	 	ARM
	 	ON
	 	PDF
	 	E
	 	 	N/A	 	 	 	90	 	 	 
	 

	 	 	 	OFF
	 	CD-P
	 	E
	 	 	1	 	 	 	90	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Aircraft Rescue & Firefighting Chart

	 	ARFC
	 	ON
	 	PDF
	 	E
	 	 	N/A	 	 	 	180	 	 	Chart can be downloaded from AirbusWorld either in TIFF or PDF
format
	 

	 	 	 	OFF
	 	P1
	 	E
	 	 	20	 	 	 	180	 	 	Full size charts, which are available in poster format (530 x 640
mm)
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Cargo Loading System Manual

	 	CLS
	 	ON
	 	PDF
	 	E
	 	 	N/A	 	 	 	180	 	 	 
	 

	 	 	 	OFF
	 	CD-P
	 	E
	 	 	1	 	 	 	180	 	 	One CLS per delivered Aircraft
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	List of Effective Technical Data

	 	LETD
	 	ON
	 	PDF
	 	C
	 	 	N/A	 	 	 	90	 	 	The LETD provides, for each Technical Data, information about:
	 

	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	-     Applicable issue and revision date,

-     Shipping information with search functions by manual or delivery
address criteria,

-     Tracking of shipments through the Carrier Website.

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	List of Radioactive and Hazardous Elements

	 	LRE
	 	ON
	 	PDF
	 	G
	 	 	N/A	 	 	 	90	 	 	 
	 

	 	 	 	OFF
	 	CD-P
	 	G
	 	 	1	 	 	 	90	 	 	 






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A320 Family Purchase Agreement — Ref. CT-CLC1001222




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EXHIBIT G




	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	NOMENCLATURE	 	Abbr	 	Avail	 	Form	 	Type	 	Qty	 	Deliv	 	Comments
	   MISCELLANEOUS PUBLICATIONS
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Live Animal Transportation Calculation Tool 



Live Animal Transportation Calculation Tool

	 	LATC



LATC
	 	ON



OFF
	 	Advanced

Calculation Tool

Advanced

Calculation Tool

on CD
	 	E



E
	 	 	N/A



5	 	 	 	90



90	 	 	Available for A340-500/-600 aircraft .

Electronic format, which includes a
software tool to calculate the loads
of various live animals which can be
transported in cargo compartments
under known environmental conditions 

Remark : LTM (Live Stock
Transportation Manual) replaced by
LATC, migration for LR aircraft :Jul
09, for SA aircraft : Oct 09
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Service Bulletins

	 	SB
	 	ON
	 	Advanced

Consultation Tool
	 	C
	 	 	N/A	 	 	 	0	 	 	Full SB content and SB search
functions are available from AirN@v / Engineering
on AirbusWorld
	 

	 	 	 	OFF
	 	CD-P
	 	C
	 	 	1	 	 	 	0	 	 	CD available for simplified SBs only
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Supplier Product Support Agreements 2000

	 	SPSA
	 	ON
	 	PDF
	 	G
	 	 	N/A	 	 	 	360	 	 	Contains all SSC’s Supplier Support Conditions and current
GCP 2000 Issue 04 Agreements ratified by Airbus Suppliers . 

It specifies :
-    Airbus Support Standards

-     The individual Suppliers’ contractual Support commitments

	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Transportability Manual

	 	TM
	 	OFF
	 	CD-P
	 	G
	 	 	1	 	 	 	180	 	 	 
	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	Vendor Information Manual +  

Aircraft On Ground & Repair Guide

	 	VIM +

AOG & RG
	 	ON
	 	Advanced

Consultation

Tool
	 	G
	 	 	N/A	 	 	 	360	 	 	Combined Vendor Information Manual and Aircraft On Ground
& Repair Guide. It supplies information on Supplier
Support locations, Repair Stations, stock locations and
distributors around the world for Airbus Customers.






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EXHIBIT H




EXHIBIT “H”




MATERIAL



SUPPLY AND SERVICES





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	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.
	 
	1.4	 	Airbus Material Center





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	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, 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;




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	 	(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 Article 1.7.3 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”).
	 
	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.




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	 	 	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.






	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




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	 	 	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;
	 
	 	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;





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	 	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.
	 
	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




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	 	 	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 by publication n° 560 of the
International Chamber of Commerce, published in January 2000.
	 
	3.1.6	 	Packaging
	 
	 	 	All Material shall be packaged in accordance with ATA 300 Specification.





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	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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	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 







 




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





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	 	 	 	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, 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.





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	5.3	 	Title
	 
	 	 	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








EXHIBIT I




LICENSES AND ON LINE SERVICES






Part 1 END-USER LICENSE AGREEMENT FOR AIRBUS SOFTWARE



Part 2 GENERAL TERMS AND CONDITIONS OF ACCESS TO AND USE OF AIRBUSWORLD



Part 3 END-USER SUBLICENSE AGREEMENT FOR SUPPLIER SOFTWARE
















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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 shall 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 shall be supplied in machine-readable code form only,
for use in connection with the Aircraft or operations related to the Aircraft. The Airbus Software shall 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.





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	 	 	“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.
	 
	 	 	“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 shall 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 shall remain the owner of all
intellectual property rights in the Airbus Software. There shall 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 shall assign as many Software Licenses as the number of
sold, transferred or leased Aircraft and shall 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 shall 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.





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	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
shall cause the assignee or sub-licensee 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 shall notify the Licensor of such intention prior to any disclosure of this Software
License and/or the Airbus Software Services to such Third Party.
	 
	 	 	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 shall 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 Licensee’s 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 shall 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 shall be performed under the sole responsibility of the Licensee. The
Licensee agrees to reproduce the copyright and other notices as they appear on or within the original media on any copies
that the Licensee makes of the 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
shall 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 shall 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 shall 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 shall 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 shall immediately cease
to use the Software Products.





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	6	 	CONDITIONS OF USE
	 
	 	 	The Airbus Software shall only be used for the Permitted Purpose.
	 
	 	 	The Licensee shall 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 shall 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.
	 
	 	 	Under the present Software License, the Licensee shall:






	 	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 French 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 shall 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;










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	 	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 shall 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 shall not operate to relieve the Licensee of
its sole responsibility with respect to the use of the Airbus Software
under this Software License.
	 
	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 shall 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 shall not undertake any correction or modification of the Airbus
Software without the Licensor’s prior written approval. The Licensee shall 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 shall 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 shall 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 shall 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 shall at its expense either:






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




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	 	(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 shall:






	 	(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) shall 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;
	 
	 	(iv)	 	fully co-operate with, and render all such assistance to the
Licensor as be 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 shall 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 shall 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.




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	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, 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 shall survive the termination of this Software License for a
period of ten (10) years.
	 
	11	 	ACCEPTANCE
	 
	 	 	On Board Certified Software shall be deemed accepted as part of the Technical Acceptance Process set out in Clause 8 of
the Agreement.
	 
	 	 	Software Products shall 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 shall be deemed a Warranted Part for
the purposes of Clause 12.1 of the Agreement and the relevant provisions of such Clause 12.1 shall be fully applicable to
such On Board Certified Software.
	 
	12.2	 	Software Products
	 
	 	 	The Licensor warrants that Software Products are prepared in accordance with the state of art at the date of their
conception and shall 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
shall notify the Licensor promptly thereof and the sole and exclusive liability of the Licensor under this Software
License shall 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 shall be those specified in the
current Customer Services Catalog.
	 
	 	 	For the avoidance of doubt, this Article 12.2 shall not be applicable to Software Product Updates, modifications,
enhancements and extensions.





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	12.3	 	The Licensor shall 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 shall 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 shall 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, 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 SHALL
REMAIN IN FULL FORCE AND EFFECT.




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	 	 	FOR THE PURPOSES OF THIS ARTICLE 12, “THE LICENSOR” SHALL BE UNDERSTOOD TO INCLUDE THE
LICENSOR, ANY OF ITS SUPPLIERS AND SUBCONTRACTORS, ITS AFFILIATES AND ANY OF THEIR
RESPECTIVE INSURERS.
	 
	 	 	The Licensor shall 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 shall 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 shall 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 shall 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 shall, 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 shall, 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 shall be entitled to terminate this Software
License.
	 
	 	 	In the event of termination for any cause, the Licensee shall no
longer have any right to use the Airbus Software and shall 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 by the Licensee, the Licensor shall be entitled to retain any
amount paid for the ongoing year.





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	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	 	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 shall take precedence over the conflicting terms of the Agreement to
the extent necessary to resolve such inconsistency or discrepancy.




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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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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 quality of 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




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	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.
	 
	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 organism.
	 
	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





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	 	 	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).





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.





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	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.
	 
	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





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	 	 	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 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.





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	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.
	 
	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





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	 	 	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 to 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.





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.




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	 	 	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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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 shall 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” shall have the meaning set forth in Clause 12.3.1.3 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 shall 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 shall 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 shall remain the
owner of all intellectual property rights in the Supplier Software. There shall 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 shall assign a Software Sublicense for all Supplier Software installed on the sold, transferred or leased
Aircraft and shall 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 shall 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.





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	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 shall 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.
	 
	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 shall 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 shall 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 shall 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 shall 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 shall immediately
cease to use the affected Supplier Software upon the effective termination date.
	 
	6	 	CONDITIONS OF USE
	 
	 	 	The Supplier Software shall only be used for the Permitted Purpose.
	 
	 	 	The Sublicensee shall 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 shall:




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	 	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;
	 
	 	e)	 	except as permitted by French 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 shall 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 shall be provided upon the Sublicensee’s
request, subject to conditions set forth in the Agreement. Such
assistance or training shall not operate to relieve the Sublicensee of
its sole responsibility with respect to the use of the Supplier
Software under this Software Sublicense.





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	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 shall 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 shall not undertake any correction or modification of the
Supplier Software without the Sublicensor’s prior written approval.The Sublicensee shall
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 shall 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 Sub-license and their contents
are designated as confidential. The Sublicensee undertakes not to
disclose the Software Sub-license, the 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, 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 shall
survive the termination of this Software Sublicense for a period of
ten (10) years.
	 
	11	 	ACCEPTANCE
	 
	 	 	Supplier Software shall be deemed accepted as part of the Technical
Acceptance Process set out in Clause 8 of the Agreement.





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	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 shall 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 shall 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 shall 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 shall 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) shall 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 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 shall, and/or shall 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 shall, 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.




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	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 shall be entitled to
terminate this Software Sublicense.
	 
	 	 	In the event of termination for any cause, the Sublicensee shall no
longer have any right to use the Supplier Software and shall 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	 	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 shall 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 Sub-license
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 Sub-license Agreement and the terms contained in the corresponding
Supplier Product Support Agreement, the latter shall prevail to the extent of such
inconsistency.






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LETTER AGREEMENT N° 1




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

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




July 19, 2010




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 A320 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.






	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 1
	 	 
	Ref. CT-CLC1001222	 	 	 	 






Page 1/7









 





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.






	 	 	 	 	 
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	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 1
	 	 
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LETTER AGREEMENT N° 1





	4.	 	[*]
	 
	5.	 	[*]
	 
	6.	 	[*]







 




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






	 	 	 	 	 
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	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 1
	 	 
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LETTER AGREEMENT N° 1





	7.	 	[*]
	 
	8.	 	[*]
	 
	9.	 	[*]







 




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






	 	 	 	 	 
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	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 1
	 	 
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LETTER AGREEMENT N° 1





	10.	 	[*]
	 
	11.	 	[*]
	 
	12.	 	[*]







 




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






	 	 	 	 	 
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	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 1
	 	 
	Ref. CT-CLC1001222	 	 	 	 








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LETTER AGREEMENT N° 1





	13.	 	[*]
	 
	14.	 	[*]
	 
	15.	 	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.
	 
	16.	 	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.






	 	 	 	 	 
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	 	- Letter Agreement N° 1
	 	 
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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.
	 
	 	 	 	 	 	 	 	 	 	 	 	 
	/s/ John L. Plueger	 	 	 	/s/ John J. Leahy
	By

	 	:
	 	John L. Plueger
	 	 	 	By
	 	:
	 	John J. Leahy
	Its

	 	:
	 	President and Chief Operating Officer
	 	 	 	Its
	 	:
	 	Chief Operating Officer
Customers







	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 1
	 	 
	Ref. CT-CLC1001222	 	 	 	 







Page 7/7












 





LETTER AGREEMENT N° 2




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

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




July 19, 2010



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 A320 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.





	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 2
	 	 
	Ref. CT-CLC1001222	 	 	 	 






Page 1/4









 






LETTER AGREEMENT N° 2





	1.	 	[*]
	 
	2.	 	[*]







 




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





	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 2
	 	 
	Ref. CT-CLC1001222	 	 	 	 






Page 2/4









 





LETTER AGREEMENT N° 2





	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.







 




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





	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 2
	 	  
	Ref. CT-CLC1001222	 	 	 	 






Page 3/4









 





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.
	 
	 	 	 	 
	/s/ John L. Plueger

	 	 	 	/s/ John J. Leahy






	 	 	 	 	 	 	 	 	 	 	 	 	 

	By

	 	:
	 	John L. Plueger
	 	 	 	By
	 	:
	 	John J. Leahy
	Its

	 	:
	 	President and Chief Operating Officer
	 	 	 	Its
	 	:
	 	Chief Operating Officer Customers






	 	 	 	 	 

	Air Lease Corporation
	 	 	 	 
	A320 Fam. Purchase Agreement

	 	- Letter Agreement N° 2
	 	 
	Ref. CT-CLC1001222
	 	 	 	 







Page 4/4











 





LETTER AGREEMENT N° 3




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

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




July 19, 2010



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 A320 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.






	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 3
	 	 
	Ref. CT-CLC1001222	 	 	 	 








Page 1/6









 








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.






	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 3
	 	 
	Ref. CT-CLC1001222	 	 	 	 











Page 2/6









 








LETTER AGREEMENT N° 3





	3.	 	[*]
	 
	4.	 	[*]







 




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






	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 3
	 	 
	Ref. CT-CLC1001222	 	 	 	 











Page 3/6









 





LETTER AGREEMENT N° 3




	6.	 	[*]







 




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






	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 3
	 	 
	Ref. CT-CLC1001222	 	 	 	 











Page 4/6









 








LETTER AGREEMENT N° 3





	6.	 	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.
	 
	7.	 	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.






	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 3
	 	 
	Ref. CT-CLC1001222	 	 	 	 








Page 5/6









 








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.
	 
	 	 	 	 	 	 	 	 	 	 
	/s/ John L. Plueger	 	/s/ John J. Leahy
	By

	 	:
	 	John L. Plueger
	 	By
	 	:
	 	John J. Leahy
	Its

	 	:
	 	President and Chief Operating Officer
	 	Its
	 	:
	 	Chief Operating Officer
Customers







	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 3
	 	 
	Ref. CT-CLC1001222	 	 	 	 







Page 6/6











 





LETTER AGREEMENT N° 4




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

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




July 19, 2010




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 A320 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.




	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 4
	 	 
	Ref. CT-CLC1001222	 	 	 	 







Page 1/7









 





LETTER AGREEMENT N° 4





	1.	 	[*]
	 
	2.	 	[*]
	 
	5.	 	[*]







 




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





	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 4
	 	 
	Ref. CT-CLC1001222	 	 	 	 







Page 2/7









 







LETTER AGREEMENT N° 4





	6.	 	[*]
	 
	7.	 	[*]
	 
	8.	 	[*]
	 
	9.	 	[*]







 




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





	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 4
	 	 
	Ref. CT-CLC1001222	 	 	 	 







Page 3/7









 





LETTER AGREEMENT N° 4





	10.	 	[*]
	 
	11.	 	[*]







 




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




	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 4
	 	 
	Ref. CT-CLC1001222	 	 	 	 







Page 4/7









 





LETTER AGREEMENT N° 4





	12.	 	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.
	 
	13.	 	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.







	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 4
	 	 
	Ref. CT-CLC1001222	 	 	 	 







Page 5/7









 











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.	 	 
	 
	 	 	 	 	 	 
	/s/ John L. Plueger
 


	 	 
	 	/s/ John J. Leahy
 

	 	 
	By    :     John L. Plueger

	 	 	 	By    :    John J. Leahy	 	 
	Its    :     President and Chief Operating Officer

	 	 	 	Its    :     Chief Operating Officer Customers	 	 






	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 4
	 	 
	Ref. CT-CLC1001222	 	 	 	 








Page 6/7









 





			
	 	 	 
	LETTER AGREEMENT N° 4
	 	APPENDIX A






APPENDIX “A”




[*]






 




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





	 	 	 	 	 
	Air Lease Corporation	 	 	 	 
	A320 Fam. Purchase Agreement
	 	- Letter Agreement N° 4
	 	 
	Ref. CT-CLC1001222	 	 	 	 








Page 7/7











 





LETTER AGREEMENT N° 5A




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

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




July 19, 2010




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 A320 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.






					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5A
	 	



 Page 1/6






 









 





LETTER AGREEMENT N° 5A





	1	 	[*]
	 
	2	 	[*]







 




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






					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5A
	 	



 Page 2/6








 









 










LETTER AGREEMENT N° 5A





	3	 	[*]
	 
	4	 	[*]
	 
	5	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5A
	 	



 Page 3/6







 









 










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.





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5A
	 	



 Page 4/6







 









 










LETTER AGREEMENT N° 5A





	8	 	[*]
	 
	9.	 	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.
	 
	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.







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5A
	 	



 Page 5/6






 









 










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.
	 
	 	 
	/s/ John L. Plueger

	 	/s/ John J. Leahy
	 

	 	 
	By : John L. Plueger

	 	By : John J. Leahy
	Its : President and Chief Operating Officer

	 	Its : Chief Operating Officer Customers







					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5A
	 	



 Page 6/6









 









 






LETTER AGREEMENT N° 5B




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

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




July 19, 2010




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 A320 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.






					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5B
	 	



 Page 1/6







 









 





LETTER AGREEMENT N° 5B





	1	 	[*]
	 
	2	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5B
	 	



 Page 2/6








 









 










LETTER AGREEMENT N° 5B





	3	 	[*]
	 
	4	 	[*]
	 
	5	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5B
	 	



 Page 3/6








 









 










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.





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5B
	 	



 Page 4/6







 









 










LETTER AGREEMENT N° 5B





	8	 	[*]
	 
	9.	 	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.
	 
	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.







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5B
	 	



 Page 5/6







 









 










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.
	 
	 	 
	/s/ John L. Plueger

	 	/s/ John J. Leahy
	 

	 	 
	By : John L. Plueger

	 	By : John J. Leahy
	Its : President and Chief Operating Officer

	 	Its : Chief Operating Officer Customers







					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5B
	 	



 Page 6/6






 









 






LETTER AGREEMENT N° 5C




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

Los Angeles, California 90067, U.S.A




July 19, 2010




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 A320 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.





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5C
	 	



 Page 1/6






 









 





LETTER AGREEMENT N° 5C





	1	 	[*]
	 
	2	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5C
	 	



 Page 2/6







 









 










LETTER AGREEMENT N° 5C





	3	 	[*]
	 
	4	 	[*]
	 
	5	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5C
	 	



 Page 3/6








 









 










LETTER AGREEMENT N° 5C





	6	 	[*]
	 
	7	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5C
	 	



 Page 4/6








 









 










LETTER AGREEMENT N° 5C





	8	 	[*]
	 
	9.	 	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.
	 
	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.







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5C
	 	



 Page 5/6








 









 










LETTER AGREEMENT N° 5C



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.
	 
	 	 
	/s/ John L. Plueger

	 	/s/ John J. Leahy
	 

	 	 
	By : John L. Plueger

	 	By : John J. Leahy
	Its : President and Chief Operating Officer

	 	Its : Chief Operating Officer Customers







					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 5C
	 	



 Page 6/6







 









 






LETTER AGREEMENT N° 6




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

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




July 19, 2010




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 A320 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.




					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 6
	 	



 Page 1/5








 









 





LETTER AGREEMENT N° 6





	 	 	[*]
	 
	1.	 	[*]







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 6
	 	



 Page 2/5








 









 










LETTER AGREEMENT N° 6





	2.	 	[*]
	 
	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.







 




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




					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 6
	 	



 Page 3/5










 









 










LETTER AGREEMENT N° 6






					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 6
	 	



 Page 4/5









 









 








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.
	 
	 	 
	/s/ John L. Plueger

	 	/s/ John J. Leahy
	 

	 	 
	By : John L. Plueger

	 	By : John J. Leahy
	Its : President and Chief Operating Officer

	 	Its : Chief Operating Officer Customers







					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 6
	 	



 Page 5/5









 









 






LETTER AGREEMENT N° 7




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

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




July 19, 2010




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 A320 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.






					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 7
	 	



 Page 1/5








 









 





LETTER AGREEMENT N° 7





	1.	 	[*]
	 
	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.







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 7
	 	



 Page 2/5





 









 










LETTER AGREEMENT N° 7





	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.








					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 7
	 	



 Page 3/5






 









 











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.
	 
	 	 
	/s/ John L. Plueger

	 	/s/ John J. Leahy
	 

	 	 
	By : John L. Plueger

	 	By : John J. Leahy
	Its : President and Chief Operating Officer

	 	Its : Chief Operating Officer Customers







					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 7
	 	



 Page 4/5






 









 






Appendix A




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.




					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 7
	 	



 Page 5/5





 









 










LETTER AGREEMENT N° 8




AIR LEASE CORPORATION

2000 Avenue of the Stars, Suite 600N

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




July 19, 2010




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 A320 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.






					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 8
	 	



 Page 1/4






 









 





LETTER AGREEMENT N° 8





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







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 8
	 	



 Page 2/4





 









 










LETTER AGREEMENT N° 8





	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.







 




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





					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 8
	 	



 Page 3/4







 









 










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.
	 
	 	 
	/s/ John L. Plueger

	 	/s/ John J. Leahy
	 

	 	 
	By : John L. Plueger

	 	By : John J. Leahy
	Its : President and Chief Operating Officer

	 	Its : Chief Operating Officer Customers







					
	 	 	 	 	 
	Air Lease Corporation 

A320 Fam. Purchase Agreement 

Ref. CT-CLC1001222
	 	
 - Letter Agreement N° 8
	 	



 Page 4/4