United Airlines 10-Q2021 Q2 Quarterly report

Exhibit 10.2

CERTAIN IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE

EXHIBIT BECAUSE IT IS BOTH (I) NOT MATERIAL AND (II) WOULD BE

COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED

A320 FAMILY PURCHASE AGREEMENT

Dated as of     December 3, 2019

between

AIRBUS S.A.S.

as Seller

and

UNITED AIRLINES, INC.

as Buyer

***

TABLE OF CONTENTS

C O N T E N T S

A320 FAMILY PURCHASE AGREEMENT

This A320 Family Purchase Agreement is made as of December 3, 2019.

BETWEEN:

AIRBUS S.A.S., a French société par actions simplifiée, organized and existing under the laws of France, having its registered office located at 2, rond-point Emile Dewoitine, 31700 Blagnac, France, registered with the Commercial and Companies Register of Toulouse under number 383 474 814 (the “Seller”),

and

UNITED AIRLINES, INC., a corporation organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 233 South Wacker Drive, Chicago, Illinois 60606 (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:

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

*** - an *** in design weights from *** (as such terms are defined in Clause 2.1.3).

A320 NEO Aircraft - any or all of the Airbus A320-200N type aircraft 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.

A320 NEO Specification - either (a) the A320 NEO Standard Specification if no SCNs, MSCNs or Development Changes are applicable or (b) if SCNs, MSCNs or Development Changes are issued or deemed issued, the A320 NEO Standard Specification as amended by all applicable SCNs, MSCNs and Development Changes.

A320 NEO Standard Specification - the A320-200N standard specification document ***, a copy of which has been annexed hereto as Exhibit A.

A321 NEO Aircraft - any or all of the Airbus A321-200NX type aircraft 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.

A321 NEO Specification - either (a) the A321 NEO Standard Specification if no SCNs, MSCNs or *** are applicable or (b) if SCNs, MSCNs or *** are issued or deemed issued, the A321 NEO Standard Specification as amended by all applicable SCNs, MSCNs and ***.

A321 NEO Standard Specification - the A321-200NX standard specification document ***, a copy of which has been annexed hereto as Exhibit A.

A321 XLR ACT - the optional additional forward center tank developed for the A321XLR type aircraft and its installation.

A321 XLR ACT Provisions - the internal aircraft modifications required in order to facilitate the installation of the A321 XLR ACT.

A321 XLR Aircraft - any or all of the Airbus A321-200NX type aircraft incorporating the A321 XLR Changes 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.

A321 XLR Changes - as defined in Clause 2.1.2.

A321 XLR Specification - either (a) the A321 XLR Standard Specification if no SCNs, MSCNs or Development Changes are applicable or (b) if SCNs, MSCNs or Development Changes are issued or deemed issued, the A321 XLR Standard Specification as amended by all applicable SCNs, MSCNs and Development Changes.

A321 XLR Specification *** - as defined in Clause 2.1.2.

A321 XLR Standard Specification - as defined in Clause 2.1.2.

A350 PA - as defined in Clause 15.1.1.

AACS - Airbus Americas Customer Services, Inc., a corporation organized and existing under the laws of Delaware, having its registered office located at 2550 Wasser Terrace, Suite 9100, Herndon, VA 20171, or any successor thereto.

Advanced Consultation Tool - as defined in Clause 14.8.1.

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. For purposes of this definition, “control”, “controlling” and “controlled”, when used with respect to any person or entity, means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise.

Agreement - this A320 family purchase agreement, including all exhibits, appendices and schedules attached hereto, in each case as may be amended or otherwise modified and in effect from time to time.

Airbus S.A.S. Warranty - as defined in Clause 9.2.2 and in a form attached hereto as Exhibit J.

AirbusWorld - as defined in Clause 14.4.1.

Aircraft - any or all of the A321 XLR Aircraft, A321 NEO Aircraft or A320 NEO Aircraft 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.

Aircraft Training Services - all flight support services performed on aircraft and provided to the Buyer pursuant to this Agreement, as the case may be, 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.

Airframe - any Aircraft including the nacelles and thrust reversers, but excluding the Propulsion Systems therefor.

AOG - as defined in Clause 15.2.2.

Applicable Payment - as defined in Clause 5.6.

Approved BFE Supplier - as defined in Clause 18.1.1.2.

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 - the amount payable by the Buyer to the Seller on the Delivery Date for an Aircraft after deducting from the Final Price of the Aircraft the amount of all Predelivery Payments received by the Seller from the Buyer in respect of such Aircraft on or before the Delivery Date for such Aircraft, and that are not otherwise applied pursuant to Clause 5.6 to any other amount owed by the Buyer to the Seller.

Base Period - as defined in Part 1 of Exhibit C.

Base Price - for any Aircraft, Airframe, SCN or Propulsion Systems, its base price as more completely described in Clause 3.1.

BFE Data - as defined in Clause 14.3.2.1.

BFE Engineering Definition - as defined in Clause 18.1.2.1.

BFE Supplier - as defined in Clause 18.1.1.1.

Bill of Sale - as defined in Clause 9.2.2.

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

Buyer - as defined in the preamble.

Buyer Furnished Equipment or BFE - as defined in Clause 18.1.1.1.

Buyer’s Inspector(s) - as defined in Clause 6.2.1.

Buyer Termination - as defined in Clause 20.2.1.

CDR - as defined in Clause 18.1.3.

Certificate of Acceptance - as defined in Clause 8.3.

CFM - as defined in Clause 2.3.1.

Change in Law - as defined in Clause 7.3.1.

Commitment Fee - the commitment fee amount described in Clause 5.2.

Commitment Fee Portion - the portion of the Commitment Fee described in Clause 5.2.

Confidential Information - as defined in Clause 22.10.1.

Contractual Definition Freeze or CDF - as defined in Clause 2.4.1.

Customer Services Catalog - as defined in Clause 14.5.

Customization Milestones Chart - as defined in Clause 2.4.1.

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

Default Rate - interest rate at the rate of ***.

Delivery - with respect to any Aircraft, the transfer of title to such 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, which will be either Airbus Operations S.A.S. works in Toulouse, France, Airbus Operations GmbH works in Hamburg, Germany, or Airbus Americas, Inc. works in Mobile, Alabama, as designated solely by the Seller, or such other location agreed to by the Seller and the Buyer in writing.

Delivery Period - as defined in Clause 11.1.

Development Change - as defined in Clause 2.2.2.2.

Disclosing Party - as defined in Clause 22.10.1.

EASA - the 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.

FAA Bill of Sale - as defined in Clause 9.2.2.

FAI - as defined in Clause 18.1.3.

Failure - as defined in Clause 12.2.1.

Final Price - as defined in Clause 3.2.

Fleet Serial Numbers - as defined in Clause 14.2.1.

Goods and Services - any goods, excluding Aircraft or aircraft, and services that may be purchased by the Buyer from the Seller or any of its Affiliates (except A220 related).

IAE LLC - as defined in Clause 2.3.1.

Indemnitee - as defined in Clause 19.3.

Indemnitor - as defined in Clause 19.3.

Industrial and Commercial Constraints - when referring to availability of A320 family aircraft delivery position(s), means the Seller’s then prevailing reasonable (i) industrial constraints, (ii) constraints regarding outstanding proposals for sales campaigns then in process, and (iii) constraints relating to delivery positions subject to firm commitments under any letters of intent, memoranda of understanding (or other documents of similar import), or purchase agreements that have then been signed.

Individual - as defined in Clause 22.10.3.

Inexcusable Delay - as defined in Clause 11.1.

In-house Warranty Repair - as defined in Clause 12.1.8(i).

In-house Warranty Labor Rate - as defined in Clause 12.1.8(v)(b).

Inspection - as defined in Clause 6.2.1.

Interface Problem - as defined in Clause 12.4.1.

Item - as defined in Clause 12.2.1.

Liable Party - as defined in Clause 5.5.5.

Losses - as defined in Clause 19.1.

Major BFE - as defined in Clause 18.1.3.

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

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

Material - has the meaning as defined in Clause 1.2 of Exhibit H.

MLW - as defined in Clause 2.1.3.

MTOW - as defined in Clause 2.1.3.

MWE - as defined in Clause 2.1.3.

MZFW - as defined in Clause 2.1.3.

Paris Convention - as defined in Clause 13.1.1 (ii) (b).

PDR - as defined in Clause 18.1.3.

PEP - as defined in Clause 14.12.1.

Predelivery Payment - any of the payments determined in accordance with Clause 5.3.

Predelivery Payment Reference Price - as defined in Clause 5.3.2.

Propulsion Systems - as defined in Clause 2.3.1.

Propulsion Systems Manufacturer - means the manufacturer of the Propulsion Systems.

Propulsion Systems Price *** - the Propulsion Systems price *** set forth in the Part 2 of Exhibit C applicable to the subject Propulsion Systems Manufacturer.

Ready for Delivery - with respect to any Aircraft, the time when (i) the Technical Acceptance Process has been completed for such Aircraft in accordance with Clause 8 and (ii) such Aircraft is eligible to receive an Export Certificate of Airworthiness.

Receiving Party - as defined in Clause 5.5.5.

Recipient - as defined in Clause 22.10.1.

Reference Price - means the reference price of an applicable set of Propulsion Systems as set out in Part 2 of Exhibit C.

Revised NED SDM - as defined in Clause 11.2.2.

Revised SDM - as defined in Clause 10.3.2.

Revision Service Period - as defined in Clause 14.5.

SA PA - as defined in Clause 15.1.1.

Scheduled Delivery Month - as defined in Clause 9.1.1.

Scheduled Delivery Period - for any given Aircraft, its Scheduled Delivery Quarter or Scheduled Delivery Month, as applicable.

Scheduled Delivery Quarter - as defined in Clause 9.1.1.

Seller - as defined in the preamble.

Seller Price *** - the price *** set forth in Part 1 of Exhibit C.

Seller Representative - as defined in Clause 15.1.1.

Seller Termination - as defined in Clause 20.2.2.1(D).

Service Bulletin - a document issued by the Seller, as aircraft manufacturer, to all operators of an aircraft type, notifying them of a modification to the design of, or the need to inspect, or perform an upgrade on, a delivered aircraft, excluding, for the avoidance of doubt, any such service bulletin issued by the Seller in connection with a Supplier service bulletin.

Service Life Policy - as defined in Clause 12.2.

SI - as defined in Clause 18.1.3.

Software Services - as defined in Clause 14.1.

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

SPC Purchase Agreement - an agreement or agreements pursuant to which the Buyer and Seller agree to a transaction whereby certain of the Aircraft are assigned, novated or otherwise transferred to an Affiliate of the Buyer, an orphan trust company, a special purpose vehicle or any other similar entity for the purpose of financing Predelivery Payments due on such Aircraft.

Specification - individually or collectively the A320 NEO Specification, the A321 NEO Specification or the A321 XLR Specification, as applicable.

Specification *** - as defined in Clause 2.2.1.

Standard Specification - individually or collectively the A320 NEO Standard Specification, the A321 NEO Standard Specification or the A321 XLR Standard Specification, as applicable.

State of the Art - with respect to a Warranted Part, the standards and knowledge of the commercial airframe manufacturing industry prevailing, and the level of applicable technology existing, with respect to the design and function of such Warranted Part, at the time of its manufacture.

Successor - as defined in Clause 21.4.

Supplier - any supplier of Supplier Parts.

Supplier Indemnities - as defined in Clause 13.4.

Supplier Part - any component, equipment, accessory or part installed in an Aircraft at the time of Delivery thereof (and excluding the Propulsion Systems or Buyer Furnished Equipment), and for which there exists a Supplier Product Support Agreement.

Supplier Product Support Agreement - an agreement between the Seller and a Supplier containing, among other things, enforceable and transferable warranties (and in the case of landing gear suppliers, service life policies for selected structural landing gear elements).

Taxes - as defined in Clause 5.5.6.

*** Process - as defined in Clause 8.1.1.

Technical Data - as defined in Clause 14.1.

Termination Event - as defined in Clause 20.1.

Total Loss - as defined in Clause 10.5.

Trade Dispute Charge - as defined in Clause 5.11.

Type Certificate - as defined in Clause 7.1.

VAT - as defined in Clause 5.5.1.

Warranted Part - as defined in Clause 12.1.1.

Warranty Claim - as defined in Clause 12.1.7 (v).

Warranty Period - as defined in Clause 12.1.3.

The terms “herein”, “hereof” and “hereunder” and other words of similar import refer to this Agreement, and not to a particular Clause thereof.

The definition of a singular will apply to plurals of the same words, and vice versa.

Except as otherwise provided, 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 Agreement 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, regulation or other law will be to such statute, regulation or other law 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.

The Seller shall sell and deliver to the Buyer, and the Buyer shall purchase and take delivery of all of the fifty (50) A321 XLR Aircraft from the Seller, subject to the terms and conditions contained in this Agreement.

Each A321 NEO Aircraft, if purchased by the Buyer, shall be manufactured by or on behalf of the Seller in accordance with the A321 NEO Specification.

Each A320 NEO Aircraft, if purchased by the Buyer, shall be manufactured by or on behalf of the Seller in accordance with the A320 NEO Specification.

The A321 XLR Aircraft standard specification is currently based on a combination of the A321 NEO Standard Specification and the A321 XLR Changes as set out hereunder.

The standard specification of the A321XLR aircraft shall be derived from the current A321 NEO Standard Specification to include *** as detailed below in Clause 2.1.3, and ***, all as required during the development of such A321XLR aircraft (collectively the “A321 XLR Changes”).

The implementation of the A321 XLR Changes shall be reflected in the first issue of the A321XLR aircraft standard specification (the “A321 XLR Standard Specification”). Such A321 XLR Standard Specification shall be issued by the Seller once the design of such A321XLR aircraft type has been frozen (the “A321 XLR Specification Freeze”). Such A321 XLR Standard Specification shall *** of the A321 NEO Standard Specification and the A321 XLR Changes, all references to such combination in this Agreement shall be deemed to be references to the A321 XLR Standard Specification, and the implementation of the A321 XLR Changes through the A321 XLR Standard Specification is hereby irrevocably accepted by the Buyer.

In addition to the A321 XLR Standard Specification and subject to the conditions set forth in Clause 3.1.1, the Seller is developing, and shall offer the Buyer the opportunity to select for implementation through SCNs, additional features specifically for the A321 XLR Aircraft, including:

Any feature currently offered as an *** for an A321-200NX aircraft type that may be *** of the A321 XLR Standard Specification; any such feature shall however be available for selection for the A321 XLR Aircraft ***.

With respect to *** features that are ***, the Buyer hereby acknowledges that some of such *** or set forth in Appendix 1 to Exhibit A hereto may not be ***d for A321 XLR Aircraft scheduled for delivery in earlier years and their point of embodiment shall be notified to the Buyer by the Seller.

In line with the respective Standard Specifications, the applicable design weights (Maximum Take-off Weight (“MTOW”), Maximum Landing Weight (“MLW”) and Maximum Zero Fuel Weight (“MZFW”)), expressed in metric tons, are the following:

The A321 XLR Changes *** the Manufacturer’s Weight Empty (“MWE”) set forth in § 13-10.01.00 of the A321 NEO Standard Specification. Such MWE *** is currently estimated to be around ***.

It is agreed and understood that all of the weights related to the A321 XLR Aircraft as set forth in this Clause 2.1 are current development targets and may be *** by the Seller until A321 XLR Specification Freeze.

The parties understand and agree that any Specification may be further amended following execution of this Agreement in accordance with the terms of this Clause 2.

At *** to the Buyer, and for as long as the Buyer has access to AirbusWorld, the Seller shall provide the Buyer, through the relevant application in AirbusWorld, with ongoing access on a regular basis to the ***.

*** which the Buyer may *** applicable to the relevant Aircraft type. *** set out in Exhibit B-1 and shall set out the SCN’s Aircraft embodiment rank and shall also set forth, in detail, the particular change to be made to such Specification and the effect, if any, of such ***. Upon the Buyer’s request, the Seller will, to the extent reasonably practicable, share with the Buyer any ***, provided the Buyer provides the Seller with any required information related thereto. The Seller will not *** to the relevant Aircraft type.

Any Specification may also be amended to incorporate changes deemed necessary by the Seller to improve the applicable Aircraft, prevent delay or ensure compliance with this Agreement, as set forth in these Clauses 2.2.2.1 and 2.2.2.2.

Any Specification may be amended by the Seller through a Manufacturer Specification Change Notice (“MSCN”), which shall be substantially in the form set out in Exhibit B-2 hereto and shall set out the MSCN’s Aircraft embodiment rank as well as, in detail, the particular change to be made to such 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 such Specification. Upon the Buyer’s request, the Seller will, to the extent reasonably practicable, share with the Buyer any relevant information it may have concerning the effect of an MSCN on the cost such MSCN may have over the life of the Aircraft to which such MSCN applies, provided the Buyer provides the Seller with any required information related thereto.

The Seller will promptly notify the Buyer in writing of any MSCN applicable to any Aircraft and the reason for such MSCN. Except when the MSCN is necessitated by an Aviation Authority directive or by equipment obsolescence, in which case the MSCN shall be accomplished without requiring the Buyer’s consent, if the MSCN adversely affects the performance, weight, Base Price of the Aircraft, Delivery Date of the Aircraft affected thereby or the interchangeability or replaceability requirements under the Specification, the Buyer shall have the right to reject such MSCN within *** of the Buyer’s receipt of notice thereof. If the Buyer does not notify the Seller of the rejection of the MSCN within such period, the MSCN shall be deemed accepted by the Buyer and the corresponding modification shall be accomplished.

Any MSCN issued to cover equipment obsolescence will be issued at no additional cost to the Buyer.

If the Seller revises the Specification to incorporate changes to the Specification which have no adverse effect on any of the elements as set forth in Clause 2.2.2.1 above (each, a “Development Change”), such revision shall be performed by the Seller without the Buyer’s consent.

In such cases, the Seller shall provide to the Buyer the details of all such changes on a regular basis.

* AET means Airbus Equivalent Thrust

Each such selection shall be formalized by the execution of an SCN. The Buyer may select either, or a combination of both, Propulsion Systems Manufacturers for respectively all or a portion of the Aircraft, and any of the Propulsion Systems listed in Clause 2.3.1.

Within a reasonable period prior to the first customization milestone of the first Aircraft, the Seller shall provide the Buyer with a customization milestones chart (the “Customization Milestones Chart”) which shall be valid for all Aircraft covered under the Agreement, unless otherwise agreed. The Customization Milestones Chart shall set out the dates by which:

The Buyer hereby agrees and acknowledges that any delay or failure by the Buyer to comply with any of the requirements referred to in Clauses 2.3 and 2.4.1 above may delay the Delivery of certain Aircraft under the Agreement. In such case, in addition to any other rights and remedies available to the Seller under the Agreement and at law, the Seller shall be relieved from its obligation to deliver any Aircraft affected by such delay or failure by the Buyer within their respective Scheduled Delivery Period(s). Upon the Buyer complying with the corresponding requirements or finalising of the Contractual Definition Freeze, as applicable, the Seller shall use commercially reasonable efforts to maintain the Scheduled Delivery Period(s) of all such affected Aircraft, failing which the Seller shall inform the Buyer of new Scheduled Delivery Period(s) which shall be as close as possible to the original Scheduled Delivery Period(s) for such affected Aircraft, subject to the Seller’s Industrial and Commercial Constraints.

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.

*** and

*** and

*** and

*** and

***

*** and

*** and

***

*** and

*** and

***

***

The Base Price of such Propulsion Systems has been established to correspond to *** delivery conditions and has been calculated from the Reference Price indicated by the Propulsion System Manufacturer (such Reference Price corresponding to *** delivery conditions) of *** in accordance with Part 2 of Exhibit C.

***

The Base Price of such Propulsion Systems has been established to correspond to *** delivery conditions and has been calculated from the Reference Price indicated by the Propulsion System Manufacturer (such Reference Price corresponding to *** delivery conditions) of *** in accordance with Part 2 of Exhibit C.

***

The Base Price of such Propulsion Systems has been established to correspond to *** delivery conditions and has been calculated from the Reference Price indicated by the Propulsion System Manufacturer (such Reference Price corresponding to *** delivery conditions) of *** in accordance with Part 2 of Exhibit C.

***

The Base Price of such Propulsion Systems has been established to correspond to *** delivery conditions and has been calculated from the Reference Price indicated by the Propulsion System Manufacturer (such Reference Price corresponding to *** delivery conditions) of *** in accordance with Part 2 of Exhibit C.

***

The Base Price of such Propulsion Systems has been established to correspond to *** delivery conditions and has been calculated from the Reference Price indicated by the Propulsion System Manufacturer (such Reference Price corresponding to January 2010 delivery conditions) of *** in accordance with Part 2 of Exhibit C.

The “Final Price” of each Aircraft shall be the sum of:

The Base Prices of the Airframe and of the SCNs, Manufacturer Specification Change Notice or parts thereof applicable to such Airframe are subject to ***, in accordance with the Seller Price ***.

The Buyer shall pay the Predelivery Payments, the Balance of the Final Price and any other amount due by the Buyer hereunder in immediately available funds in United States dollars to:

or to such other account as may be designated by the Seller in writing to the Buyer. Payments with due dates that fall on a day that is not a Business Day shall be due on the next Business Day following such due date.

The Seller acknowledges that it has received from the Buyer ***. The Seller shall ***.

***

Notwithstanding any other rights the Seller may have at contract or at law, the Buyer and the Seller hereby agree that should any *** become due and payable and not be paid in full in immediately available funds on its due date, ***, the Seller shall 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 Applicable Payment. The Seller shall promptly notify the Buyer in writing after such debiting and application, and the Buyer shall pay to the Seller, ***, the amount required to comply with Clause 5.3.3.

For the purposes of this Clause 5.6, *** shall mean any *** required to be made under this Agreement.

Notwithstanding anything to the contrary contained herein, before being required to make any payments to the Buyer, the Seller will have the right, ***, to deduct from any such payments an amount equal to any other amounts that are overdue to the Seller by the Buyer under this Agreement, ***

If any payment due to the Seller is not received by the Seller on the date or dates due, the Seller shall have the right to claim from the Buyer, and the Buyer shall promptly pay to the Seller upon receipt of such claim, interest at the Default Rate per annum on the amount of such overdue payment, to be calculated from and including the due date of such payment to (but excluding) the date such payment is received by the Seller. The Seller's right to receive such interest shall be in addition to any other rights of the Seller hereunder or at law.***

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

The Buyer’s obligation to make payments to the Seller hereunder shall not be affected by and shall 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 shall be made without deduction or withholding of any kind. The Buyer shall ensure that the sums received by the Seller under this Agreement shall be equal to the full amounts expressed to be due to the Seller hereunder, without deduction or withholding on account of and free from any and all taxes, levies, imposts, duties or charges of whatever nature, except that if the Buyer is required by law to make any such deduction or withholding the Buyer shall 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 shall equal the amounts that would have been received in the absence of such deduction or withholding. The Buyer and the Seller shall cooperate in preparing and filing any tax forms required to minimize or eliminate any such deduction or withholding (e.g., IRS Form W-8BEN-E).

If the Buyer is required by law to make any such deduction or withholding, the Buyer will:

***.

Unless expressly stipulated otherwise, any charges due under this Agreement other than those set out in Clauses 5.2, 5.3 and 5.8 shall be paid by the Buyer at the same time as payment of the Balance of the Final Price or, if invoiced after Delivery, within *** after the invoice date.

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

Without prejudice to Clause 5.9, the Seller shall not, without the prior written consent of the Buyer, permit any representatives, employees, agents or personnel of any airline or customer of the Seller (other than the Buyer) to physically access or inspect any Aircraft or any designs or specifications relating to any Aircraft.

Upon the Buyer’s Inspector(s) reasonable request, the Seller shall use reasonable efforts to allow the Buyer’s Inspector(s) to see the Airframes and get a status thereof. The Inspections will be provided to the Buyer based on the then prevailing catalogue of inspections made available by the Seller to all its customers.

The Buyer’s Inspector(s) shall be entitled to inspect the cabin for each Aircraft at its Delivery Location.

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

For the purpose of the Inspections, and starting from a mutually agreed date until the Delivery Date, the Seller shall furnish without additional charge administrative assistance, as well as suitable space and office equipment including internet, facsimile and telephone in or conveniently located with respect to the Delivery Location for the use of a reasonable number of Buyer’s Inspector(s) which shall not exceed six (6).

The Buyer’s participation in or acts in connection with any Inspections for the applicable Aircraft shall not impair any other rights of the Buyer that may be applicable to any Aircraft, after Delivery thereof, as set forth in the Agreement.

Except as set forth in this Clause 7, the Seller shall not be required to obtain any certificate or approval with respect to the Aircraft. If any certificate identified in this Agreement, or use thereof, becomes ineffective or otherwise is no longer effective, withdrawn or superseded after execution of this Agreement, then any reference to such certificate in this Agreement will be deemed to be a reference to any other certificate or instrument issued by the applicable Aviation Authority that replaces or otherwise corresponds to such certificate.

The Seller shall obtain or cause to be obtained a type certificate for each type of Aircraft issued by each of the EASA and the FAA in the transport category (the “Type Certificate”) prior to Delivery of the first Aircraft of such type, in a manner that allows the issuance of the Export Certificate of Airworthiness for each Aircraft.

Subject to the provisions of Clause 7.3, the Seller shall cause each Aircraft to be delivered to the Buyer with an Export Certificate of Airworthiness (without any limitation or restriction, unless otherwise agreed between the parties) and in a condition enabling the Buyer (or an eligible person selected by the Buyer, if the Buyer so elects, which election shall be notified to the Seller in writing) to obtain at the time of Delivery a Standard Airworthiness Certificate issued pursuant to Part 21 of the US Federal Aviation Regulations and a Certificate of Sanitary Construction issued by the U.S. Public Health Service of the Food and Drug Administration. However, the Seller shall have no obligation to make and shall not be responsible for any costs of alterations or modifications to such Aircraft to enable such Aircraft to meet FAA or U.S. Department of Transportation requirements that arise solely due to specific operation requirements on the Buyer’s specific routes, whether before, at or after Delivery of any Aircraft.

If the FAA requires additional or modified data before the issuance of the Export Certificate of Airworthiness, the Seller shall provide such data or implement the required modification to the data, in either case, at the Seller’s cost.

***

Nothing in Clause 7.3 shall require the Seller to make any changes or modifications to, or to make any payments or take any other action with respect to, any Aircraft after it is Ready for Delivery before the compliance date of any law or regulation referred to in Clause 7.3. Any such changes or modifications made to an Aircraft after it is Ready for Delivery shall be at the ***.

Following completion of the Technical Acceptance Process, the Buyer shall, on or before the Delivery Date, execute and deliver to the Seller a certificate of acceptance in respect of the applicable Aircraft in the form of Exhibit D (the “Certificate of Acceptance”).

The Buyer’s execution of the Certificate of Acceptance for the applicable Aircraft, and the parties execution of any written agreement referenced in Clause 8.1.1, shall constitute waiver by the Buyer of any right it may have, under the Uniform Commercial Code as adopted by the State of New York or otherwise, to revoke acceptance of such Aircraft for any reason, whether known or unknown to the Buyer at the time of acceptance.

The Buyer’s execution of the Certificate of Acceptance for the applicable Aircraft shall not impair any other rights of the Buyer that may be applicable to any Aircraft, after Delivery thereof, as set forth in the Agreement.

***

Each of such quarters shall be, with respect to the corresponding Aircraft, its “Scheduled Delivery Quarter”.

The Seller shall notify the Buyer of the delivery month (the “Scheduled Delivery Month”) for each Aircraft no later than *** prior to the first day of such Aircraft’s Scheduled Delivery Quarter.

The respective Scheduled Delivery Quarters quoted above remain subject to the Propulsion Systems type availability from the Propulsion System Manufacturers at the time of the Buyer’s selection as set forth in Clause 2.3.

then the Buyer shall be deemed to have rejected Delivery wrongfully when such Aircraft was duly tendered to the Buyer hereunder. If such a deemed rejection arises, and in addition to any applicable remedies in Clause 5.8, (a) the Seller shall retain title to such Aircraft, and (b) the Buyer shall indemnify and hold the Seller harmless against any and all costs *** resulting from the Buyer’s failure ***, it being understood that the Seller shall be under no duty to the Buyer to store, park, insure or otherwise protect the Aircraft.

These rights of the Seller shall be in addition to the Seller’s other rights and remedies under this Agreement.

If the Buyer fails to collect the Aircraft as mentioned in Clause 9.2.1 above and without prejudice to the Seller’s other rights under this Agreement or at law, the provisions of Clause 9.2.3 (b) shall apply.

With respect to each Aircraft and prior to Delivery thereof, (i) the Seller will present to the Buyer a copy of the power of attorney designating and authorizing the applicable persons to act on its behalf and to execute the transfer of title documents for such Aircraft Delivery and (ii) the Buyer will present to the Seller a copy of the power of attorney designating and authorizing the applicable persons to act on its behalf and to execute the documents necessary for such Aircraft Delivery.

Neither the Seller nor any Affiliate of the Seller shall be responsible for or be deemed to be in default on account of delays in delivery of the Aircraft or failure to deliver or otherwise in the performance of this Agreement or any part hereof due to causes beyond the Seller’s, or any Affiliate’s control and not occasioned by the Seller’s or any Affiliate’s fault or negligence (“Excusable Delay”), which may include: (i) acts of God or the public enemy, natural disasters, fires, floods, storms beyond ordinary strength, explosions or earthquakes; epidemics or quarantine restrictions; serious accidents; any applicable 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, regulations or orders affecting allocation of materials, facilities or a completed Aircraft; war, civil war or warlike operations, terrorism, insurrection or riots; failure of transportation; strikes or labor disputes causing cessation, slow down or interruption of work; delay in obtaining any airworthiness or type certification; (ii) inability after due and timely diligence to procure materials, accessories, equipment or parts, or the failure of a subcontractor or supplier to furnish materials, components, accessories, equipment or parts, in each case, if caused by events set forth in (i); (iii) any delay caused directly by the action or inaction of the Buyer; and (iv) 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.

For each Aircraft affected by an Excusable Delay, the Propulsion Systems ***.

If, prior to Delivery, any Aircraft is lost, destroyed or in the reasonable opinion of the Seller is damaged beyond economic repair (“Total Loss”), the Seller shall, ***, notify the Buyer to this effect. The Seller shall include in said notification (or as soon after the issue of the notice as such information becomes available to the Seller) the earliest date consistent with the Seller's other commitments and production capabilities that an aircraft to replace the Aircraft may be delivered to the Buyer and the Scheduled Delivery Month shall be extended as specified in the Seller's notice to accommodate the delivery of the replacement aircraft; provided, however, that if the Scheduled Delivery Month is extended to a month that is later than *** after the last day of the original Scheduled Delivery Month ***:

Nothing herein shall require the Seller to manufacture and deliver a replacement aircraft if such manufacture would require the reactivation of its production line for the model or series of aircraft that includes the Aircraft.

***, such termination shall discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft and undelivered material, services, data or other items applicable thereto and to be furnished under the Agreement.

If a termination of this Agreement pursuant to the provisions of Clause 10.4 occurs with respect to an Aircraft in which *** prior to the date of such termination, the Seller shall at the Seller’s option, either (i) ***, or (ii) ***

THIS CLAUSE 10 SETS FORTH THE SOLE AND EXCLUSIVE REMEDY OF THE BUYER FOR DELAYS IN DELIVERY OR FAILURE TO DELIVER AN AIRCRAFT, OTHER THAN SUCH DELAYS AS ARE COVERED BY CLAUSE 11, AND THE BUYER HEREBY WAIVES ALL RIGHTS TO WHICH IT WOULD OTHERWISE BE ENTITLED IN RESPECT THEREOF, INCLUDING, WITHOUT LIMITATION, ANY RIGHTS TO INCIDENTAL AND CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 10 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 10 IS CAUSED DIRECTLY BY THE ACTION OR INACTION OR FAULT OF THE BUYER.

Should an Aircraft not be Ready for Delivery *** may be changed pursuant to Clauses 2, 7 and/or 10)***

and such delay is not as a result of an Excusable Delay or Total Loss, then such delay shall be termed an “Inexcusable Delay”.

*** the Buyer will have the right to claim and the Seller will pay to the Buyer, ***, liquidated damages of:

***

In no event will the total amount of liquidated damages ***:

***

*** the Buyer will have the right to claim and the Seller will pay to the Buyer, for ***:

***

In no event will the total amount of liquidated damages ***:

***

The Buyer shall submit a written claim for liquidated damages to the Seller after Delivery of the affected Aircraft. Should the Seller fail to pay such liquidated damages for the affected Aircraft within ***.

For each Aircraft affected by an Inexcusable Delay, the Propulsion Systems Price *** set forth in Part 2 of Exhibit C hereto *** of the Propulsion Systems Reference Price *** with respect to such Aircraft.

If, as a result of an Inexcusable Delay, the Delivery does not occur *** the Buyer shall have the right, exercisable by written notice to the Seller given between ***, to require from the Seller a *** for the affected Aircraft. Unless otherwise agreed between the Seller and the Buyer during such renegotiation, the said ***.

If, as a result of *** Inexcusable Delays, the Delivery of an Aircraft ***, then the Buyer shall have the right exercisable by written notice to the Seller, given between ***, to terminate this Agreement in respect of the affected Aircraft.

If, as a result of *** Inexcusable Delays, the Delivery of an Aircraft does not occur ***, then the Seller shall have the right exercisable by written notice to the Buyer, given between ***, to terminate this Agreement in respect of the affected Aircraft.

***.

***, such termination shall discharge all obligations and liabilities of the parties hereunder with respect to such affected Aircraft and undelivered material, services, data or other items applicable thereto and to be furnished under the Agreement.

***, the Seller shall at the Seller’s option, either ***.

THIS CLAUSE 11 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 CONSEQUENTIAL DAMAGES OR SPECIFIC PERFORMANCE. THE BUYER SHALL NOT BE ENTITLED TO CLAIM THE REMEDIES AND RECEIVE THE BENEFITS PROVIDED IN THIS CLAUSE 11 WHERE THE DELAY REFERRED TO IN THIS CLAUSE 11 IS CAUSED BY THE NEGLIGENCE OR FAULT OF THE BUYER OR ITS REPRESENTATIVES.

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

For the purpose of this Agreement, the term Warranted Part will mean any Seller proprietary component, equipment, software, accessory or part, that (a) is installed on an Aircraft at Delivery, (b) is manufactured to the detailed design of the Seller or a subcontractor of the Seller and (c) bears a Seller’s part number. Software that is installed on or embedded within a Warranted Part shall be deemed to be a component of such Warranted Part.

The warranties set forth in Clause 12.1.1 will not apply to Buyer Furnished Equipment, Propulsion Systems, or to any component, accessory, equipment or part purchased by the Buyer that is not a Warranted Part, provided, however, that:

The warranties described in Clauses 12.1.1 and 12.1.2 will be limited to those defects that become apparent within *** (the “Warranty Period”), provided, however, that for any Warranted Part ***, whichever will first occur.

In addition to the remedies set forth in Clauses 12.1.4.1 and 12.1.4.2, the Seller will *** within the Warranty Period subject to the following conditions:

The Buyer’s remedy and the Seller’s obligation and liability under this Clause 12.1 with respect to each claimed defect are subject to the following conditions:

The warranties set forth in this Clause 12.1 will be administered as hereinafter provided:

Determination by the Seller as to whether any claimed defect in any Warranted Part is a valid Warranty Claim will be made by the Seller, acting reasonably, and will be based on claim details, reports from the Seller's regional representative, historical data logs, inspections, tests, findings during repair, defect analysis and other relevant documents and information. The Seller will make reasonable efforts to make such determination within thirty (30) Business Days of the submission of all information required by Clause 12.1.7(v).

The cost of transporting a Warranted Part claimed to be defective to the facilities designated by the Seller, and the return thereof to the ***, will be borne by the Seller, except in cases where a Warranty Claim is ***

If either (a) the Seller determines that a defect subject to this Clause 12.1 requires the dispatch by the Seller of a Seller’s working team to the Buyer’s facilities, to repair or correct such defect through implementation of one (1) or more Seller’s Service Bulletins, or (b) the Seller accepts the return of an Aircraft to perform or have performed a repair or correction, then, in each case, the labor costs for such on-Aircraft work will be borne by the Seller.

On-Aircraft work by the Seller will be undertaken only if, in the Seller’s opinion, the work requires the Seller’s technical expertise. In such case, the Seller and the Buyer will agree on a schedule and place for the work to be performed.

If the Buyer desires to return an Aircraft to the Seller for consideration of a Warranty Claim, the Buyer will notify the Seller of its intention to do so, and the Seller will, prior to such return, have the right to inspect such Aircraft, and without prejudice to the Seller’s rights hereunder, to repair such Aircraft either at the Buyer’s facilities or at another place acceptable to the Seller.

***

For each claim under this Clause 12.1 the Buyer will give written notice (a “Warranty Claim”) to the Seller that contains at least the data listed below with respect to an Aircraft or Warranted Part, as applicable.

The minimum data to be supplied are as follows, as applicable:

Warranty Claims have to be filed electronically using the Seller’s on-line claiming tool, access to which the Seller will provide to the Buyer (along with reasonable instructions regarding the access and use of the claiming tool).

Replaced components, equipment, accessories or parts will become the Seller's property.

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 (a) when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller will have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller will not be liable for loss of use, and (b) title to and risk of loss of a returned component, accessory, equipment or part will pass to the Seller on shipment by the Seller to the Buyer of any item furnished by the Seller to the Buyer as a replacement therefor. Upon the Seller's shipment to the Buyer of any replacement component, accessory, equipment or part provided by the Seller pursuant to this Clause 12.1, title to and risk of loss of such replacement component, accessory, equipment or part will pass to the Buyer.

The Seller will provide to the Buyer, within a reasonable timeframe, a notification of whether a Warranty Claim is accepted or rejected, or the status of such Warranty Claim. Such notification will include reasonable

written substantiation in case of rejection of such Warranty Claim. The Buyer will pay to the Seller reasonable inspection and test charges incurred by the Seller in connection with the investigation and processing of a rejected Warranty Claim.

The Seller will have the right to inspect the affected Aircraft and documents and other records relating thereto, at the Seller’s expense, in the event of any claim under this Clause 12.1.

The Buyer is hereby authorized to repair Warranted Parts, subject to the terms of this Clause 12.1.8 (“In-house Warranty Repair”). To the extent practicable, when the estimated cost of an In-house Warranty Repair ***, the Buyer will notify the Seller Representative of its decision to perform any in-house repairs before such repairs are commenced. When such prior notice cannot reasonably be provided, the Buyer will provide such notice as soon as possible and the Buyer’s notice will include sufficient detail regarding the defect, estimated labor hours and material to allow the Seller to ascertain the reasonableness of the estimate. The Seller will use reasonable efforts to ensure a prompt response and will not unreasonably condition or withhold authorization.

The Buyer will be entitled to the benefits under this Clause 12.1.8 for repair of Warranted Parts:

The Seller will have the right to require the return to Seller of any Warranted Part, or any part removed therefrom, that is claimed to be defective, if, in the Seller’s judgment, the nature of the claimed defect requires technical investigation. Such return will be subject to the provisions of Clause 12.1.7(ii).

The Seller will have the right to have a representative present during the disassembly, inspection and testing of any Warranted Part claimed to be defective, provided the presence of such representative is practical and does not unduly delay such repair.

Claims for In-house Warranty Repair credit must be submitted to the Seller no later than *** after completion of such In-house Warranty Repair, and will comply with the requirements for Warranty Claims under Clause 12.1.7(v) and in addition will include:

The Buyer’s sole remedy, and the Seller’s sole obligation and liability, in respect of In-house Warranty Repair claims, will be a credit to the Buyer’s account. Such credit will be equal to the sum of the direct labor cost expended in performing such repair, plus the direct cost of materials incorporated in the repair. Such costs will be determined as set forth below.

The In-house Warranty Labor Rate is subject to adjustment annually *** Labor Index defined in the Seller Price Revision Formula.

The Buyer will in no event be credited for repair costs (labor or material) for any Warranted Part to the extent such repair costs exceed in the *** for a replacement of such defective Warranted Part provided such replacement part is available for purchase.

The Seller will substantiate such Seller costs in writing on reasonable request by the Buyer.

The Buyer may, with the agreement of the Seller Representative, scrap any defective Warranted Parts that are beyond economic repair and not required for technical evaluation.

If the Buyer does not obtain the agreement of the Seller Representative to scrap a Warranted Part immediately, the Buyer will retain such Warranted Part and any defective part removed from a Warranted Part during repair for a period of either *** after the date of completion of repair or *** after submission of a claim for In-house Warranty Repair credit relating thereto, whichever is longer. Such parts will be returned to the Seller (at Seller’s cost) within *** of receipt of the Seller's request therefor, made within such retention periods.

A record of scrapped Warranted Parts, certified by an authorized representative of the Buyer, will be kept in the Buyer’s file for at least the duration of the Warranty Period.

THE SELLER WILL NOT BE LIABLE FOR, AND THE BUYER WILL INDEMNIFY THE SELLER AGAINST, THE CLAIMS OF ANY THIRD PARTIES FOR LOSSES DUE TO ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8 OR ANY OTHER ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8, IN EACH CASE, WHICH WAS NOT IN COMPLIANCE WITH THE TERMS THEREOF, 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, ***

Notwithstanding the provisions of 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 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 applicable laws or regulations.

Whenever any Warranted Part that contains a defect for which the Seller is liable under this Clause 12.1 has been corrected, repaired or replaced pursuant to the terms hereof, the period of the Seller’s warranty with respect to such corrected, repaired or replacement Warranted Part 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.

The Buyer’s rights regarding each Warranted Part under this Clause 12.1 are subject to such Warranted Part, 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 or 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 or to

***

In addition to the warranties set forth in Clause 12.1, the Seller agrees that should a Failure occur in any Item (as these terms are defined below), 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:

The Seller’s obligations under this Clause 12.2 are referred to as the “Service Life Policy”.

Subject to the general conditions and limitations set forth in Clause 12.2.4, the Seller agrees that if a Failure occurs in an Item *** after the Delivery of the Aircraft in which such Item is installed, the Seller will, at its discretion, as promptly as practicable and for a price that reflects the Seller’s financial participation as hereinafter provided, either:

Any part or Item or part that the Seller is required to furnish to the Buyer under this Service Life Policy will be furnished to the Buyer ***, which will be determined in accordance with the following formula:

***

and not by the provisions of this Clause 12.2. After the Warranty Period ends, all Items will be covered by the provisions of Clause 12.2 of this Agreement.

Before Delivery of the first Aircraft, the Seller will provide the Buyer with the warranties and, where applicable, service life policies that the Seller has obtained pursuant to the Supplier Product Support Agreements, such that the Buyer is authorized, to the full extent permitted in the applicable Supplier Product Support Agreements, to directly enforce such warranties and service life policies against any applicable Suppliers. Upon the Buyer’s written request, the Seller shall provide reasonable assistance to the Buyer regarding the enforcement of such warranties and services life policies.

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 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.

If the Seller determines that the Interface Problem is primarily attributable to the design or workmanship of a Warranted Part, the Seller will, at the Buyer’s request, promptly correct the design or processes of manufacture of such Warranted Part pursuant to the terms and conditions of Clause 12.1.

If the Seller determines that the Interface Problem is primarily attributable to the design of any Supplier Part, the Seller will at the Buyer’s request, *** and make reasonable efforts to find a solution satisfactory to the Buyer, including assisting the Buyer with processing and enforcing any warranty claim against the applicable Suppliers.

If the Seller determines that the Interface Problem is attributable partially to the design or workmanship of a Warranted Part and partially to the design or workmanship of any Supplier Part, the Seller will, if requested by the Buyer, *** and make reasonable efforts to find a solution satisfactory to the Buyer. The Seller will promptly advise the Buyer of any corrective action 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 to 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.

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:

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;

THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT SHALL 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 SHALL REMAIN IN FULL FORCE AND EFFECT.

***

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

The remedies provided to the Buyer under Clause 12.1 and Clause 12.2 as to any defect in respect of any 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.

The Buyer and the Seller each acknowledge that:

Subject to the provisions of Clause 13.3.3, the Seller will indemnify and hold harmless the Buyer and its Affiliates from and against any damages, costs and expenses (including reasonable attorneys’ fees but 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 Seller has obtained indemnity provisions from the Suppliers of Supplier Parts (the “Supplier Indemnities”) installed on the Aircraft at Delivery in form and content substantially similar to the provisions of this Clause 13. The Buyer will receive the benefit of such provisions.

If, following reasonably diligent efforts by the Buyer to obtain the benefit of the Supplier Indemnities, the relevant Supplier defaults on its obligations with respect thereto, the provisions of Clause 13.1.1 will be applicable to such Supplier Part.

This Clause 14 covers the terms and conditions for the supply of technical data by the Seller (such technical data, including as set forth in Exhibit G, together with any revisions thereto, hereinafter “Technical Data”) and software services described hereunder (together with any revisions thereto, hereinafter “Software Services”) needed to support the Aircraft operation. The *** of such Technical Data and the Software Services for each of (i) the A320 NEO Aircraft type, (ii) the A321 NEO Aircraft type and (iii) the A321 XLR Aircraft type will be provided *** to the Buyer.

The customized Technical Data that are affected thereby are the following:

- Aircraft Maintenance Manual,

- Illustrated Parts Catalog,

- Trouble Shooting Manual,

- Aircraft Wiring Manual,

- Aircraft Schematics Manual, and

- Aircraft Wiring Lists.

Information, including revisions, relating to (i) Supplier Parts or (ii) equipment that are 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.

For each firmly ordered Aircraft covered under this Agreement, revision service for the Technical Data shall be provided *** (each a “Revision Service Period”).

Thereafter revision service shall be provided in accordance with the terms and conditions set forth in the Seller’s then current customer services catalog available to the Buyer via AirbusWorld (the “Customer Services Catalog”).

SB information shall be incorporated into the Technical Data, provided that the Buyer notifies the Seller that it intends to accomplish such SB and identifies the applicable Aircraft, after which post-SB status shall be shown. In case an SB requires the prior embodiment of other SBs, the Buyer will use reasonable efforts to indicate the application status of each such SB, to the extent known to the Buyer. It is the Buyer‘s responsibility to provide the Seller with a complete and accurate SB reporting. Notwithstanding the above, in case of incomplete or inaccurate SB notification or reporting, the Seller shall analyse the configuration of the Aircraft and, to the extent practicable, shall complement the Buyer’s reporting according to the Aircraft configuration known by the Seller and reported by the Buyer.

***

Upon request by the Buyer and *** to the Buyer, the Seller shall provide up to *** 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.

Notwithstanding anything to the contrary in such Exhibit I, the Buyer will have full access to the Advanced Consultation Tool, including any revisions thereto, or any future equivalent solution provided by the Seller, at commercial conditions set forth in Clause 14.5 of this Agreement, ***.

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 shall be to promptly correct such Technical Data.

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:

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.

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

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

The Buyer agrees to consider for implementation any new technological development applicable to and deemed by the Seller to be beneficial and economical for the production, modification and transmission of data and documents.

The Seller shall provide *** to the Buyer the services as described in this Clause 15, at the Buyer’s main base or at other locations as the Buyer and the Seller may agree.

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The Seller shall have the right, upon providing the Buyer with written notice, to withdraw any assigned Seller Representatives if conditions arise, which are in the Seller's reasonable opinion dangerous to their safety or health or which prevent them from fulfilling their contractual tasks. The Seller shall return or replace such Seller Representatives as soon as possible.

INTENTIONALLY LEFT BLANK.

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

Nothing in this Clause 17 shall be construed to prevent or limit the Buyer from entering into any direct negotiations or agreements with any Supplier with respect to or containing different or additional terms and conditions applicable to Suppliers Parts selected by the Buyer to be installed on the Aircraft.

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 also be available to the Buyer through AirbusWorld.

Except for the specific purposes of this Clause 18.1.1.2, the term “BFE Supplier” shall be deemed to include Approved BFE Suppliers.

The BFE Engineering Definition shall include the description of the dimensions and weight of BFE, the information related to its certification and the information necessary for the installation and operation thereof, including when applicable 3D models compatible with the Seller’s systems. The Buyer shall furnish, or cause the BFE Suppliers to furnish, the BFE Engineering Definition by the dates specified through the Customization Milestones Chart as set forth in Clause 2.4.1.

Thereafter, the BFE Engineering Definition shall not be revised, except through an SCN executed in accordance with Clause 2.

The Buyer shall also provide, when requested by the Seller, at AIRBUS OPERATIONS S.A.S. works in TOULOUSE (FRANCE) and/or at AIRBUS OPERATIONS GmbH works in HAMBURG (GERMANY) and/or at AIRBUS AMERICAS, INC. works in MOBILE, ALABAMA (USA) adequate field service including support from BFE Suppliers to act in a technical advisory capacity to the Seller in the installation, calibration and possible repair of any BFE.

In addition, throughout the development phase and up to Delivery of the Aircraft to the Buyer, the Buyer agrees:

The Seller shall make reasonable efforts to attend the PDR, the CDR and the FAI on the dates determined by the BFE Supplier in consultation with the Buyer and the Seller. In doing so, the Seller’s employees shall be acting in an advisory capacity only and at no time shall they be deemed to be acting as Buyer’s employees or agents, either directly or indirectly.

AIRBUS OPERATIONS S.A.S.

316 Route de Bayonne

31300 TOULOUSE

FRANCE

or

AIRBUS OPERATIONS GmbH

Kreetslag 10

21129 HAMBURG

GERMANY

or such other location as may be specified by the Seller.

BFE delivered to the Airbus Americas, Inc. works in Mobile, Alabama (USA), as may be requested by the Seller pursuant to Clause 18.1.2.2, will be shipped according to the Incoterms 2010 “Delivered Duty Paid (DDP)” to Airbus Americas, Inc., Mobile, Alabama, and the Buyer shall perform all tax and customs formalities in relation thereto (it being understood that the payment of any related fees shall be borne by the Buyer).

The Buyer will cause at its expense that the BFE shall:

The Seller shall be entitled to refuse any item of BFE that is incompatible with the Specification, the BFE Engineering Definition or the certification requirements.

The Seller shall without additional charge to the Buyer, securely and safely store any BFE provided to the Seller.

may delay the performance of any act to be performed by the Seller, including Delivery of the Aircraft. The Seller shall not be responsible for such delay which may cause the Final Price of the affected Aircraft to be adjusted in accordance with the updated delivery schedule of the affected Aircraft, as the case may be, and to include in particular the amount of the Seller’s additional costs, if any, directly 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.

Except as provided for under Clause 18.5, title to and risk of loss of any BFE shall at all times remain with the Buyer except that risk of loss (limited to cost of replacement of said BFE) shall be with the Seller for as long as such BFE is under the care, custody and control of the Seller.

The Seller shall, 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 shall indemnify, defend 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 settlements, witness costs, court costs and reasonable attorneys’ fees (“Losses”), arising from:

The Buyer shall, 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 shall indemnify, defend 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:

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 shall promptly give notice to the Indemnitor and the Indemnitor (unless otherwise requested by the Indemnitee) shall assume and conduct the defense, or settlement, of such claim or suit, as the Indemnitor shall deem prudent; provided that any settlement will be subject to the prior consent of the Indemnitee, which shall not be unreasonably withheld. Notice of the claim or suit shall be accompanied by all information pertinent to the matter as is reasonably available to the Indemnitee and shall be followed by such cooperation by the Indemnitee as the Indemnitor or its counsel may reasonably request, at the expense of the Indemnitor.

If the Indemnitor fails or refuses to assume the defense of any claim or suit notified to it under this Clause 19, the Indemnitee shall have the right to proceed with the defense or settlement of the claim or suit as it deems prudent and shall have a claim against the Indemnitor for any judgments, settlements, costs or expenses, including reasonable attorneys’ fees. Further, in such event, the Indemnitor shall be deemed to have waived any objection or defense to the Indemnitee’s claim based on the reasonableness of any settlement.

For all Aircraft Training Services, to the extent of the Buyer’s undertaking set forth in Clause 19.2, the Buyer shall:

Any applicable deductible for insurance required under this Clause 19.4 shall be borne by the Buyer. The Buyer shall furnish to the Seller, not less than *** prior to the start of any Aircraft Training Services, certificates of insurance, in English, evidencing the requested insurance coverage and provisions as well as period of insurance in a form acceptable to the Seller from the Buyer’s insurance broker(s), certifying that such policies have been endorsed as follows:

Each of the following shall constitute a “Termination Event” under this Agreement.

Promptly upon becoming aware of the occurrence of a Termination Event by a party, the other party shall notify the party to which the Termination Event is attributable of such occurrence in writing, provided however that any failure to notify shall not prejudice the rights or remedies of the other party hereunder.

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.

Notwithstanding any such sale, assignment, novation or transfer, the Seller will remain ultimately responsible for fulfilment of all obligations undertaken by the Seller in this Agreement, provided, however, that the Seller will not be so responsible to the extent performance of such obligations would be prohibited by applicable law.

If either party enters into an assignment that does not comply with the provisions of Clause 21.2.1, such assignment will be null and void and the non-assigning party will be entitled to deem such attempted assignment as a Termination Event and the terms and conditions of this Clause 20 will apply.

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

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 shall 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 shall be binding upon the Buyer.

Prior to Delivery, the Buyer will not assign, novate, lease or transfer the Aircraft, or contract to do so, without the Seller's written consent. However, the Buyer may at the time of Delivery, subject to the Seller's approval of form and substance of the assignment documentation, which approval will not be unreasonably withheld, assign certain of its rights hereunder, with respect to any Aircraft for the purpose of causing the Aircraft at the time of Delivery to be subjected to an equipment trust, conditional sale, lien or other arrangement for the financing by the Buyer of such Aircraft, provided (i) any third party participating in such equipment trust, conditional sale or other financing arrangement has met Seller’s reasonable due diligence procedures including “know your customer” requirements of the Seller and (ii) the Buyer simultaneously therewith agrees to a long-term lease from the assignee of such Aircraft as to which such assignment is applicable; provided, however, that no such action will subject the Seller to any liability which it would not otherwise be subject to hereunder, or require the Seller to divest itself of title to or possession of any such Aircraft until Delivery thereof and payment therefor as provided in this Agreement. No action by the Buyer or the Seller under this Clause 21.5 will require the Seller to divest itself of title to or possession of such Aircraft until Delivery and payment therefor as provided in this Agreement.

In the event of the resale of any Aircraft, the Buyer's rights with respect to warranties and support and services applicable to such Aircraft under this Agreement will inure to the benefit of such purchaser, but only (i) to the extent such rights exist or remain at the time of such resale and (ii) pursuant to an assignment agreement in form and substance acceptable to the Seller, which approval will not be unreasonably withheld and (iii) should the Seller have any obligations towards the subsequent new operator pursuant to such resale, such new operator has met Seller’s reasonable due diligence procedures including “know your customer” requirements of the Seller.

The Seller will make available to the Buyer support services for Material, which may be needed in connection with the Aircraft operation, including (i) initial provisioning, (ii) replenishment, (iii) lease of certain Seller Parts, (iv) loan of ground support equipment and (v) repair of certain Seller Parts. Associated terms and conditions are set forth in Exhibit H attached hereto.

On the Seller's reasonable request, the Buyer shall 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 improving safety, availability, operations and cost efficiency of the aircraft. For the avoidance of doubt, all intellectual property rights relating to data provided to the Seller pursuant to this Clause 22.1 shall remain with the Buyer. The provisions of Clause 22.10 shall apply to the Seller’s handling of any such data. The Buyer shall not unreasonably cease the provision of any such data at any time.

The Seller will use such data to run technical analysis of the Buyer’s Aircraft fleet performance in order to (i) identify root causes of technical issues, (ii) make recommendations to the Buyer and (iii) propose technical solutions to the Buyer based on comparisons between the Buyer’s Aircraft fleet-wide performance and a sample of operators operating aircraft of the same type as the Aircraft. The Seller will prepare and support technical review meetings with the Buyer to present results of such technical analysis, recommendations and/or technical solutions.

All notices and requests required or authorized hereunder shall be given in writing either by personal delivery to an authorized officer of the party to whom the same is given or by commercial courier, express mail, certified air mail (return receipt requested) or facsimile at the addresses and numbers set forth below. The date on which any such notice or request is so personally delivered, or if such notice or request is given by commercial courier, express mail, certified air mail or facsimile, the date on which sent, provided that if such date 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

2, rond-point Emile Dewoitine

31700 Blagnac

France

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The Buyer shall be addressed at:

United Airlines, Inc.

Attention: Managing Director, Fleet Planning and Transactions

233 South Wacker Drive,

Chicago, Illinois 60606,

USA

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From time to time, the party receiving the notice or request may designate another address or another person.

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 shall in no way be construed to be a present or future waiver of such provisions nor in any way to affect the validity of this Agreement or any part hereof or the right of the other party thereafter to enforce each and every such provision. The express waiver by either party of any provision, condition or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

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 renunciations by the Buyer set out herein.

The Buyer represents and warrants to the Seller:

The Seller represents and warrants to the Buyer:

THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND THE PERFORMANCE THEREOF SHALL BE DETERMINED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ITS CONFLICT OF LAWS PROVISIONS THAT WOULD RESULT IN THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION.

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

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

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

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.

In no circumstances shall either party claim or receive consequential damages under 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 shall be construed or interpreted against any party under the contra proferentum or any related doctrine.

Any provision of the Agreement determined to be unlawful or unenforceable under applicable law applied by any court of competent jurisdiction shall, to the extent required by such law, be deemed severed from the Agreement and rendered ineffective so far as is possible without modifying the remaining provisions. Where, however, the provisions of any such applicable law may be waived, they are hereby waived by the parties hereto to the fullest extent permitted by such law, with the result that the provisions of the Agreement shall be a valid and binding and enforceable in accordance with their terms. The parties agree to replace, so 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 provisions of the Agreement shall not void or affect the validity of any other provision.

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 shall 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.

In the event of any inconsistency between the terms of this Agreement and the terms contained in either (i) the Specification, or (ii) any other Exhibit, in each such case the terms of this Agreement shall prevail over the terms of the Specification or any other Exhibit. For the purpose of this Clause 22.13, the term Agreement shall not include the Specification or any other Exhibit hereto.

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