Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and has
been filed separately with the Securities and Exchange Commission pursuant to a
Confidential Treatment Application filed with the Commission.
Exhibit 10.42
AIRBUS A319/A320/A321 PURCHASE AGREEMENT
Dated as of April 1, 2004
between
AVSA, S.A.R.L.,
Seller
and
ATLANTIC COAST AIRLINES
Buyer
CONTENTS
CLAUSES
TITLE
0
DEFINITIONS 1
1
SALE AND PURCHASE 10
2
SPECIFICATION 10
3
PRICE 12
4
PRICE REVISION 18
5
PAYMENT TERMS 18
6
INSPECTION 22
7
CERTIFICATION 23
8
BUYER'S TECHNICAL ACCEPTANCE 24
9
DELIVERY 26
10
EXCUSABLE DELAY AND TOTAL LOSS 27
11
INEXCUSABLE DELAY 30
12
WARRANTIES AND SERVICE LIFE POLICY 31
13
INTELLECTUAL PROPERTY INDEMNITY 52
14
TECHNICAL DATA AND SOFTWARE SERVICES 56
15
SELLER REPRESENTATIVES 62
16
TRAINING AND TRAINING AIDS 64
17
SUPPLIER PRODUCT SUPPORT 82
18
BUYER FURNISHED EQUIPMENT 83
i
CONTENTS
CLAUSES
TITLE
19
INDEMNITIES AND INSURANCE 87
20
ASSIGNMENTS AND TRANSFERS 89
21
TERMINATION 91
22
MISCELLANEOUS PROVISIONS 95
23
CERTAIN REPRESENTATIONS OF THE PARTIES 101
ii
CONTENTS
EXHIBITS
EXHIBITS A-1
STANDARD SPECIFICATION PORTION OF CD-ROM ENTITLED "SINGLE AISLE STANDARD
SPECIFICATIONS AND CONFIGURATION GUIDES (JANUARY 2003)" •
EXHIBIT A-2
SCNs 109
EXHIBIT B-1
SCN FORM 113
EXHIBIT B-2
MSCN FORM •
EXHIBIT C
SELLER SERVICE LIFE POLICY 117
EXHIBIT D
CERTIFICATE OF ACCEPTANCE 119
EXHIBIT E
BILL OF SALE 120
EXHIBIT F
TECHNICAL DATA 123
APPENDIX 1 TO
EXHIBIT F
LICENSE FOR USE OF SOFTWARE 138
APPENDIX 2 TO
EXHIBIT F
LICENSE FOR USE OF AIRBUS ON-LINE SERVICES 145
ATTACHMENT 1 TO
APPENDIX 2 TO
EXHIBIT F
AIRBUS ON-LINE SERVICES 156
ATTACHMENT 2 TO
APPENDIX 2 TO
EXHIBIT F
REQUEST FOR CONNECTION TO AIRBUS ON-LINE SERVICES 162
EXHIBIT G
SELLER PRICE REVISION FORMULA 163
EXHIBIT H
PROPULSION SYSTEMS PRICE REVISION FORMULA 166
iii
PURCHASE AGREEMENT
This agreement is made this 1st day of April 2004
between
AVSA, S.A.R.L, a société à responsabilité limitée organized and existing
under the laws of the Republic of France, having its registered office located
at
2, rond-point Maurice Bellonte
31700 BLAGNAC
FRANCE
(hereinafter referred to as the "Seller")
and
ATLANTIC COAST AIRLINES, a corporation organized and existing under the
laws of the State of California, United States of America, having its principal
corporate offices located at
45200 Business Court
Dulles, Virginia 20166
(hereinafter referred to as the "Buyer")
WHEREAS the Buyer wishes to purchase and the Seller is willing to sell new
Airbus A319-100, A320-200 and A321-200 model aircraft, on the terms and
conditions herein provided; and
WHEREAS the Seller is a sales subsidiary
of Airbus S.N.C. and will purchase such aircraft from Airbus S.N.C. for resale
to the Buyer,
NOW THEREFORE IT IS AGREED AS FOLLOWS:
0 -
DEFINITIONS
For all purposes of this agreement, except as otherwise
expressly provided or unless the context otherwise requires, the following terms
will have the following meanings:
A319 Aircraft - any or all of the
(i) A319 Firm Aircraft; (ii) Option Aircraft that have been