LETTER AGREEMENT NO. 7

Re:

SUPPORT MATTERS

1.

WARRANTIES AND SERVICE LIFE POLICY

2.

TECHNICAL DATA AND SOFTWARE SERVICES

3.

SELLER REPRESENTATIVE SERVICES

4.

TRAINING SUPPORT AND SERVICES

5.

EXHIBIT H – MATERIAL AND SUPPLY SERVICES

5.1

Paragraph 1.7.2 of Exhibit H to the Agreement is deleted in its entirety and is replaced with the following text:

1.7.2.

*****

(i)

*****

(ii)

*****

(iii)

*****

(iv)

*****

5.2

Paragraph 4.1.1.1 of Exhibit H to the Agreement is deleted in its entirety and is replaced with the following text:

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

6.

SOFTWARE *****

6.1

The Seller will ***** software for Airbus aircraft operated by the Buyer:

(i)

ADOC Web for Flight Operations, a documentation management software for ops manual,

(ii)

ADOC Web for Maintenance and Engineering, a documentation management software for technical data, and

(iii)

FEMIS, a flight efficiency management information systems software.

6.2

The Software *****, upon the Buyer’s written request to the Seller, *****

(i)

*****

(ii)

*****

(iii)

*****

(iv)

*****

(v)

*****

(vi)

on *****.

6.3

The Software *****

7.

SIMULATOR DATA PACKAGE *****

7.1

*****

7.2

*****

7.3

*****

8.

RNP AR 0.3 *****

8.1

*****

8.2

*****.

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

9.

AIRMAN-WEB *****

9.1

***** software for Airbus aircraft operated by the Buyer:

(i)

AIRMAN Web Health Monitoring Module – Foundation, and

(ii)

AIRMAN Web Health Monitoring Module – Advanced.

9.2

*****

(i)

*****,

(ii)

*****,

(iii)

*****,

(iv)

*****

(v)

*****.

9.3

*****

10.

TECHNICAL DATA

10.1

***** for Airbus aircraft operated by the Buyer:

(i)

A320 Family Technical Data Package,

(ii)

A320 Flight Operations Technical Data, and

(iii)

A320 Performance Engineering Program Package

(iv)

*****.

10.2

*****

(i)

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(ii)

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(iii)

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(iv)

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(v)

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(vi)

*****

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

10.3

*****

11.

COMPUTER BASED TRAINING *****

11.1

*****

(i)

CBT – Flight Crew Courseware & License

(ii)

CBT – Cabin Crew Courseware & License

(iii)

CBT – Maintenance Courseware & License

11.2

*****

12.

AOG AND CRITICAL WORK STOPPAGE *****

13.

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14.

ASSIGNMENT

15.

CONFIDENTIALITY

16.

COUNTERPARTS

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

By:

/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇

▇▇▇▇▇ ▇▇▇▇▇▇▇

Its:

President

12.

WARRANTIES AND SERVICE LIFE POLICY

12.1

Standard Warranty

12.1.1

Nature of Warranty

12.1.1.1

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

(i)

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

(ii)

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

12.1.1.2

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

(i)

in material;

(ii)

in workmanship, including without limitation processes of manufacture;

(iii)

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

(iv)

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

12.1.2

Exclusions

(i)

any defect in the Seller’s workmanship in respect of the installation of such items in the Aircraft, including any failure by the Seller to conform to the installation instructions of the manufacturers of such items, that invalidates any applicable warranty from such manufacturers, will constitute a defect in workmanship for the purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1.2(ii); and

(ii)

any defect inherent in the Seller’s design of the installation, in consideration of the state of the art at the date of such design, which impairs the use of such items, will constitute a defect in design for the purpose of this Clause 12.1 and be covered by the warranty set forth in Clause 12.1.1.2(iii).

12.1.3

Warranty Period

12.1.4

Limitations of Warranty

12.1.4.1

The Buyer’s remedy and the Seller’s obligation and liability under Clauses 12.1.1 and 12.1.2 are limited to, at the Seller’s expense and option, the repair, replacement or correction of any Warranted Part which is defective (or to the supply of modification kits, rectifying the defect), together with a credit to the Buyer’s account with the Seller of an amount equal to the mutually agreed direct labor costs expended in performing the removal and reinstallation thereof on the Aircraft at the labor rate defined in Clause 12.1.7.5.

12.1.4.2

In the event of a defect covered by Clauses 12.1.1.2(iii), 12.1.1.2(iv) and 12.1.2(ii) becoming apparent within the Warranty Period, the Seller shall also, if so requested by the Buyer in writing and the Seller agrees, correct such defect in any Aircraft which has not yet been delivered to the Buyer, *****.

12.1.4.3

Cost of Inspection

(i)

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

(ii)

the reimbursement will not apply for any inspections performed as an alternative to accomplishing corrective action as recommended by the Seller prior to the date of such inspection.

(iii)

the labor rate for the reimbursement will be the Inhouse Warranty Labor Rate, and

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(iv)

the manhours used to determine such reimbursement will not exceed the Seller’s ***** estimate of the manhours required for such inspections.

12.1.5

Warranty Claim Requirements

(i)

the defect having become apparent within the Warranty Period;

(ii)

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

(iii)

*****;

(iv)

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

12.1.6

Warranty Administration

12.1.6.1

Claim Determination

12.1.6.2

Transportation Costs

12.1.6.3

Return of an Aircraft

12.1.6.4

On Aircraft Work by the Seller

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

12.1.6.5

Warranty Claim Substantiation

(i)

description of defect,

(ii)

date of Buyer’s discovery of defect and/or removal date,

(iii)

description of Warranted Part claimed to be defective,

(iv)

part number,

(v)

serial number (if applicable),

(vi)

position on Aircraft,

(vii)

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

(viii)

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

(ix)

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

(x)

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

(xi)

Warranty Claim number,

(xii)

date of Warranty Claim,

(xiii)

Delivery Date of Aircraft or Warranted Part to the Buyer,

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

12.1.6.6

Replacements

(i)

when the Seller has possession of a returned Aircraft, component, accessory, equipment or part to which the Buyer has title, the Seller will have such responsibility therefor as is chargeable by law to a bailee for hire, but the Seller will not be liable for loss of use; and

(ii)

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

12.1.6.7

Rejection

12.1.6.8

Inspection

12.1.7

Inhouse Warranty

12.1.7.1

Seller’s Authorization

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

12.1.7.2

Conditions for Seller’s Authorization

(i)

provided the Buyer notifies the Seller of its intention to perform Inhouse Warranty repairs before any such repairs are started where the estimated cost of such repair is in excess of *****. The Buyer’s notification will include sufficient detail regarding the defect, estimated labor hours and material to allow the Seller to ascertain the reasonableness of the estimate. The Seller agrees to use all reasonable efforts to ensure a prompt response and will not unreasonably withhold authorization;

(ii)

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

(iii)

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

(iv)

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

12.1.7.3

Seller’s Rights

12.1.7.4

Inhouse Warranty Claim Substantiation

(i)

a report of technical findings with respect to the defect,

(ii)

for parts required to remedy the defect:

•

part numbers, serial numbers (if applicable),

•

parts description,

•

quantity of parts,

•

unit price of parts,

•

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

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

•

total price of parts,

(iii)

detailed number of labor hours,

(iv)

Inhouse Warranty Labor Rate,

(v)

total claim value.

12.1.7.5

*****

(i)

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

(ii)

*****

(iii)

*****

12.1.7.6

Limitation

12.1.7.7

Scrapped Material

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

12.1.8

Standard Warranty in case of Pooling or Leasing Arrangements

12.1.9

Warranty for Corrected, Replaced or Repaired Warranted Parts

12.1.10

Accepted Industry Standard Practices Normal Wear and Tear

(i)

any Aircraft or component, equipment, accessory or part thereof, which has been repaired, altered or modified after Delivery, except by the Seller or in a manner approved by the Seller unless Buyer furnishes evidence reasonably satisfactory to the Seller that such repair, alteration or modification was not a cause of the applicable defect;

(ii)

any Aircraft or component, equipment, accessory or part thereof, which has been operated in a damaged state, unless Buyer furnishes evidence reasonably

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(iii)

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

12.1.11

DISCLAIMER OF SELLER LIABILITY

12.2

Seller Service Life Policy

(i)

“Item” means any item listed in Exhibit F;

(ii)

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

12.2.2

Periods and Seller’s Undertakings

(a)

design and furnish to the Buyer a correction for such Item with a Failure and provide any parts required for such correction (including Seller designed standard parts but excluding industry standard parts), or

(b)

replace such Item.

12.2.3

Seller’s Participation in the Costs

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

12.2.4

General Conditions and Limitations

12.2.4.1

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

12.2.4.2

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

(i)

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

(ii)

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

(iii)

the Buyer will comply with the conditions of Clause 12.1.10;

(iv)

the Buyer will implement specific structural inspection programs for monitoring purposes as may be established from time to time by the Seller generally applicable and generally adopted by operators of the same model of aircraft. Such programs will be as compatible as possible with the Buyer’s operational requirements and will be carried out at the Buyer’s expense. Reports relating thereto will be regularly furnished to the Seller;

(v)

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

12.2.4.3

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

12.2.4.4

In the event of the Seller having issued a modification applicable to an Aircraft, the purpose of which is to avoid a Failure, the Seller may elect to supply the necessary

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

12.2.4.5

THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER’S OBLIGATION UNDER THIS CLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED FOR IN THIS CLAUSE 12.2. THE BUYER’S SOLE REMEDY AND RELIEF FOR THE NON-PERFORMANCE OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY WILL BE IN A CREDIT FOR GOODS AND SERVICES (NOT INCLUDING AIRCRAFT), LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH NON-PERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2 IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT LIMITING THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY VIRTUE OF THIS SERVICE LIFE POLICY.

12.3

Supplier Warranties and Service Life Policies

12.3.1

Definitions

12.3.1.1

“Supplier” means any supplier of Supplier Parts.

12.3.1.2

“Supplier Part” means any component, equipment, accessory or part installed in an Aircraft at the time of Delivery thereof and for which there exists a Supplier Product Support Agreement. For the sake of clarity, Propulsion System and Buyer Furnished Equipment and other equipment selected by the Buyer to be supplied by suppliers with

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

12.3.1.3

“Supplier Product Support Agreements” means agreements between the Seller and Suppliers, as described in Clause 17.1.2, containing enforceable and transferable warranties and, in the case of landing gear suppliers, service life policies for selected structural landing gear elements.

12.3.2

Supplier’s Default

12.3.2.1

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12.3.2.2

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12.3.2.3

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12.4

Interface Commitment

12.4.1

Interface Problem

12.4.2

Seller’s Responsibility

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

12.4.3

Supplier’s Responsibility

12.4.4

Joint Responsibility

12.4.5

General

12.4.5.1

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

12.4.5.2

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

12.4.5.3

All reports, recommendations, data and other documents furnished by the Seller to the Buyer pursuant to this Clause 12.4 will be deemed to be delivered under this Agreement and will be subject to the terms, covenants and conditions set forth in this Clause 12 and in Clause 22.11.

12.5

*****

(i)

*****

(ii)

*****

(iii)

*****

(iv)

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(v)

*****

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(vi)

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(vii)

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(a)

*****

(b)

*****

(c)

*****

(d)

*****

12.6

Duplicate Remedies

12.7

Negotiated Agreement

(i)

the Specification has been agreed upon after careful consideration by the Buyer using its judgment as a professional operator of aircraft used in public transportation and as such is a professional within the same industry as the Seller;

(ii)

this Agreement, and in particular this Clause 12, has been the subject of discussion and negotiation and is fully understood by the Buyer; and

(iii)

the price of the Aircraft and the other mutual agreements of the Buyer set forth in this Agreement were arrived at in consideration of, inter alia, the provisions of this Clause 12, specifically including the waiver, release and renunciation by the Buyer set forth in Clause 12.5.

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

12.8

Disclosure to Third Party Entity

12.9

Transferability

14.

TECHNICAL DATA AND SOFTWARE SERVICES

14.1

Scope

14.1.1

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

14.1.2

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

14.2

Aircraft Identification for Technical Data

14.2.1

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

14.2.2

The sequence will not be interrupted unless two (2) different Propulsion Systems or two (2) different models of Aircraft are selected.

14.2.3

The Buyer will indicate to the Seller the Fleet Serial Number allocated to each Aircraft corresponding to the delivery schedule set forth in Clause 9.1 no later than ***** before the Scheduled Delivery Month of the first Aircraft. Neither the designation of such Fleet Serial Numbers nor the subsequent allocation of the Fleet Serial Numbers to Manufacturer Serial Numbers for the purpose of producing certain customized Technical Data will constitute any property, insurable or other interest of the Buyer in any Aircraft prior to the Delivery of such Aircraft as provided for in this Agreement.

(i)

Aircraft Maintenance Manual,

(ii)

Illustrated Parts Catalogue,

(iii)

Trouble Shooting Manual,

(iv)

Aircraft Wiring Manual,

(v)

Aircraft Schematics Manual,

(vi)

Aircraft Wiring Lists.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

14.3

Integration of Equipment Data

14.3.1

Supplier Equipment

14.3.2

Buyer Furnished Equipment

14.3.2.1

The Seller will introduce Buyer Furnished Equipment data for Buyer Furnished Equipment that is installed on the Aircraft by the Seller (hereinafter “BFE Data”) into the customized Technical Data, ***** for the initial issue of the Technical Data provided at or before Delivery of the first Aircraft, provided such BFE Data is provided in accordance with the conditions set forth in Clauses 14.3.2.2 through 14.3.2.6.

14.3.2.2

The Buyer will supply the BFE Data to the Seller at least ***** prior to the Scheduled Delivery Month of the first Aircraft.

14.3.2.3

The Buyer will supply the BFE Data to the Seller in English and will be established in compliance with the then applicable revision of ATA iSpecification 2200 (iSpec 2200), Information Standards for Aviation Maintenance.

14.3.2.4

The Buyer and the Seller will agree on the requirements for the provision to the Seller of BFE Data for “on-aircraft maintenance”, such as but not limited to timeframe, media and format in which the BFE Data will be supplied to the Seller, in order to manage the BFE Data integration process in an efficient, expeditious and economic manner.

14.3.2.5

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

14.3.2.6

All costs related to the delivery to the Seller of the applicable BFE Data *****

14.4

Supply

14.4.1

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

14.4.2

The Buyer ***** for any unused or only partially used Technical Data supplied pursuant to this Clause 14.

14.4.3

Delivery

14.4.3.1

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

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

14.4.3.2

Technical Data provided off-line will be delivered by the Seller at the Buyer’s named place of destination under DDU conditions.

14.4.3.3

The Technical Data will be delivered as provided in Exhibit G hereto. The Buyer will provide no less than ***** notice when requesting a change to such delivery schedule.

14.4.3.4

It will be the responsibility of the Buyer to coordinate and satisfy local Aviation Authorities’ requirements with respect to Technical Data. Reasonable quantities of such Technical Data will be supplied by the Seller at no charge to the Buyer at the Buyer’s named place of destination.

14.5

Revision Service

14.6

Service Bulletins (SB) Incorporation

14.7

Technical Data Familiarization

14.8

Customer Originated Changes (COC)

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

14.9

AirN@v Family products

14.9.1

The Technical Data listed herebelow are provided on DVD and include integrated software (hereinafter together referred to as “AirN@v Family”).

14.9.2

The AirN@v Family covers several Technical Data domains, reflected by the following AirN@v Family products:

(i)

AirN@v / Maintenance,

(ii)

AirN@v / Planning,

(iii)

AirN@v / Repair,

(iv)

AirN@v/Workshop,

(v)

AirN@v/Associated Data,

(vi)

AirN@v / Engineering.

14.9.3

Further details on the Technical Data included in such products are set forth in Exhibit G.

14.9.4

The licensing conditions for the use of AirN@v Family integrated software will be set forth in a separate agreement to be executed by the parties the earlier of ***** the “End-User License Agreement for Airbus Software”.

14.9.5

The revision service and the license to use AirN@v Family products will be granted *****.

14.10

On-Line Technical Data

14.10.1

The Technical Data defined in Exhibit G as being provided on-line will be made available to the Buyer through the Airbus customer portal AirbusWorld (“AirbusWorld”) as set forth in a separate agreement to be executed by the parties the earlier of *****.

14.10.2

Access to Technical Data through AirbusWorld will be ***** Revision Service Period.

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

14.10.3

Access to AirbusWorld will be subject to the General Terms and Conditions of Access to and Use of AirbusWorld (hereinafter the “GTC”), as set forth in a separate agreement to be executed by the parties the earlier of *****.

14.10.4

The list of the Technical Data provided on-line may be extended from time to time. For any Technical Data which is or becomes available on-line, the Seller reserves the right to eliminate other formats for the concerned Technical Data, except to the extent that Technical Data is required to be in a certain format under applicable FAA requirements.

14.10.5

Access to AirbusWorld will be granted ***** for the Technical Data related to the Aircraft which will be operated by the Buyer.

14.10.6

For the sake of clarification, Technical Data accessed through AirbusWorld – which access will be covered by the terms and conditions set forth in the GTC – will remain subject to the conditions of this Clause 14.

14.11

Waiver, Release and Renunciation

(i)

ANY WARRANTY AGAINST HIDDEN DEFECTS;

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Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(ii)

ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS;

(iii)

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

(iv)

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

(v)

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

14.12

Proprietary Rights

14.12.1

All proprietary rights relating to Technical Data, including but not limited to patent, design and copyrights, will remain with the Seller and/or its Affiliates, as the case may be.

14.12.2

Whenever this Agreement and/or any Technical Data provides for manufacturing by the Buyer, the consent given by the Seller will not be construed as any express or implicit endorsement or approval whatsoever of the Buyer or of the manufactured products. The supply of the Technical Data will not be construed as any further right for the Buyer to design or manufacture any Aircraft or part thereof, including any spare part.

14.13

Performance Engineer’s Program

14.13.1

In addition to the Technical Data provided under Clause 14, the Seller will provide to the Buyer Software Services, which will consist of the Performance Engineer’s Programs (“PEP”) for the Aircraft type covered under this Agreement. Such PEP is composed of software components and databases, and its use is subject to the license conditions set forth in the End-User License Agreement for Airbus Software.

14.13.2

Use of the PEP will be limited to one (1) copy to be used on the Buyer’s computers for the purpose of computing performance engineering data. The PEP is intended for use on ground only and will not be placed or installed on board the Aircraft.

14.13.3

The license to use the PEP and the revision service will be provided ***** Revision Service Period as set forth in Clause 14.5.

14.13.4

At the end of such PEP Revision Service Period, the PEP will be provided to the Buyer at the standard commercial conditions set forth in the Seller’s then current Customer Services Catalog.

14.14

Future Developments

14.15

Confidentiality

14.15.1

This Clause, the Technical Data, the Software Services and their content are designated as confidential, excluding any information that is generally available to the public (other than as a result of a disclosure directly or indirectly by the Buyer) or that was provided or generated by the Buyer and was available to the Buyer on a non-confidential basis from a source who was not prohibited from disclosing such information to the Buyer by a legal, contractual or fiduciary obligation owed to the Seller. All such Technical Data and Software Services are provided to the Buyer for the sole use of the Buyer who undertakes not to disclose the contents thereof to any third party without the prior written consent of the Seller, except as permitted therein or pursuant to any government or legal requirement imposed upon the Buyer.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

14.15.2

If the Seller authorizes the disclosure of this Clause or of any Technical Data or Software Services to third parties either under this Agreement or by an express prior written authorization or, specifically, where the Buyer intends to designate a maintenance and repair organization or a third party to perform the maintenance of the Aircraft or to perform data processing on its behalf (each a “Third Party”), the Buyer will notify the Seller of such intention prior to any disclosure of this Clause and/or the Technical Data and/or the Software Services to such Third Party.

14.16

Transferability

15.

SELLER REPRESENTATIVE SERVICES

15.1

Customer Support Representative(s)

15.1.1

The Seller will ***** to the Buyer the services of Seller customer support representative(s), as defined in Appendix A to this Clause 15 (each a “Seller Representative”), at the Buyer’s principal maintenance facilities for the Aircraft or such other locations as the parties may agree, *****.

15.1.2

In providing the services as described herein, any Seller Representatives, or any Seller employee(s) providing services to the Buyer hereunder, are deemed to be acting in an advisory capacity only and at no time will they be deemed to be acting as Buyer’s employees, contractors or agents, either directly or indirectly.

15.1.3

The Seller will provide to the Buyer an annual written accounting of the consumed man- months and any remaining man-month balance from the ***** defined in Appendix A to this Clause 15. Such accounting will be deemed final and accepted by the Buyer unless the Seller receives written objection from the Buyer within ***** of receipt of such accounting.

15.1.4

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

(i)

AIRTAC (Airbus Technical AOG Center);

(ii)

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

15.1.5

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

15.1.6

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

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

15.2

Buyer’s Support

15.2.1

From the date of arrival of the first Seller Representative and for the duration of the assignment, the Buyer will ***** a suitable, lockable office, conveniently located with respect to the Buyer’s principal maintenance facilities for the Aircraft, with complete office furniture and equipment including telephone, internet, email and facsimile connections for the sole use of the Seller Representative(s). All related communication costs will be *****

15.2.2

*****

15.2.3

*****

15.2.4

Should the Buyer request any Seller Representative referred to in Clause 15.1 above to travel on business to a city other than his usual place of assignment, the ***** will be responsible for all related transportation costs and expenses.

15.2.5

Absence of an assigned Seller Representative during normal statutory vacation periods will be covered by other seller representatives on the same conditions as those described in Clause 15.1.4, and such services will be counted against the total allocation provided in Appendix A to this Clause 15.

15.2.6

The Buyer will assist the Seller in obtaining from the civil authorities of the Buyer’s country those documents that are necessary to permit the Seller Representative to live and work in the Buyer’s country.

15.2.7

*****

15.3

Withdrawal of the Seller Representative

15.4

Indemnities

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

1.

*****

2.

*****

3.

*****

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

16.

TRAINING SUPPORT AND SERVICES

16.1

General

16.1.1

This Clause 16 sets forth the terms and conditions for the supply of training support and services for the Buyer’s personnel to support the Aircraft operation.

16.1.2

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

16.1.3

Scheduling of training courses covered in Appendix A to this Clause 16 will be mutually agreed during a training conference (the “Training Conference”) that will be held no later than ***** prior to Delivery of the first Aircraft.

16.2

Training Location

16.2.1

The Seller will provide training at ***** (the “Seller’s Training Center”).

16.2.2

If the unavailability of facilities or scheduling difficulties make training by the Seller at any Seller’s Training Center impractical, the Seller will ensure that the Buyer is provided with such training at another location in the United States designated by the Seller.

16.2.2.1

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

16.2.2.2

If the Buyer requests training at a location as indicated in Clause 16.2.2.1 and requires such training to be an Airbus approved course, the Buyer undertakes that the training facilities will be approved by an Aviation Authority prior to the performance of such training. The Buyer will, as necessary and with adequate time prior to the performance of such training, provide access to the training facilities set forth in Clause 16.2.2.1 to the Seller’s and the competent Aviation Authority’s representatives for approval of such facilities.

16.3

Training Courses

16.3.1

Training courses will be as described in the Seller’s customer services catalog (the “Seller’s Customer Services Catalog”). The Seller’s Customer Services Catalog also sets forth the minimum and maximum number of trainees per course.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

16.3.2

The following terms and conditions will apply to training performed by the Seller:

(i)

Training courses will be the Seller’s standard courses as described in the Seller’s Customer Services Catalog valid at the time of execution of the course. The Seller will be responsible for all training course syllabi, training aids and training equipment necessary for the organization of the training courses. For the avoidance of doubt, such training equipment does not include provision of aircraft for the purpose of performing training.

(ii)

The training equipment and the training curricula used for the training of flight, cabin and maintenance personnel will not be fully customized but will be configured to apply to the applicable model of the Aircraft and to the extent necessary and agreed upon during the Training Conference in order to obtain the relevant Aviation Authority’s approval and to support the Seller’s training programs.

(iii)

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

16.3.3

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

16.3.3.1

Should the Buyer wish to exchange any of the training courses provided under Appendix A to this Clause 16, the Buyer will place a request for exchange to this effect with the Seller. The Buyer may exchange, subject to the Seller’s confirmation, the ***** under Appendix A to this Clause 16 as follows:

(i)

flight operations training courses as listed under Article 1 of Appendix A to this Clause 16 may be exchanged for any flight operations training courses described in the Seller’s Customer Services Catalog current at the time of the Buyer’s request;

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

(ii)

maintenance training courses as listed under Article 3 of Appendix A to this Clause 16 may be exchanged for any maintenance training courses described in the Seller’s Customer Services Catalog current at the time of the Buyer’s request;

(iii)

should any one of the ***** thereunder (flight operations or maintenance) have been fully drawn upon, the Buyer will be entitled to exchange for flight operations or maintenance training courses as needed against the remaining allowances.

16.3.3.2

*****

16.3.3.3

Should the Buyer decide to cancel or reschedule a training course, fully or partially, and irrespective of the location of the training, a minimum advance notification of at least ***** prior to the relevant training course start date is required.

16.3.3.4

If the notification occurs ***** prior to such training, ***** of such training will be, as applicable, either deducted from the training allowance defined in Appendix A to this Clause 16 or invoiced at the Seller’s then applicable price.

16.3.3.5

If the notification occurs ***** prior to such training, ***** of such training will be, as applicable, either deducted from the ***** defined in Appendix A to this Clause 16 or invoiced at the Seller’s then applicable price.

16.3.3.6

All courses exchanged under Clause 16.3.3.1 will remain subject to the provisions of this Clause 16.3.3.

16.4

Prerequisites and Conditions

16.4.1

Training will be conducted in English and all training aids used during such training will be written in English using common aeronautical terminology.

16.4.2

The Buyer hereby acknowledges that all training courses conducted pursuant to this Clause 16 are “Standard Transition Training Courses” and not “Ab Initio Training Courses”.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

16.4.3

Trainees will have the prerequisite knowledge and experience specified for each course in the Seller’s Customer Services Catalog.

16.4.3.1

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

16.4.3.2

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

16.4.3.3

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

16.4.3.4

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

16.4.4

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

16.5

Logistics

16.5.1

Trainees

16.5.1.1

Living and travel expenses for the Buyer’s trainees will be *****.

16.5.1.2

It will be the responsibility of the Buyer to make all necessary arrangements relative to authorizations, permits and/or visas necessary for the Buyer’s trainees to attend the training courses to be provided hereunder. Rescheduling or cancellation of courses due to the Buyer’s failure to obtain any such authorizations, permits and/or visas will be subject to the provisions of Clauses 16.3.3.3 thru 16.3.3.5.

16.5.2

Training at External Location – Seller’s Instructors

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

16.5.2.1

In the event of training being provided at the Seller’s request at any location other than the Seller’s Training Centers, as provided for in Clause 16.2.2, the expenses of the Seller’s Instructors will be *****.

16.5.2.2

In the event of training or support being provided by the Seller’s Instructor(s) and/or other Seller’s personnel under this Clause 16, at any location other than the Seller’s Training Centers at the Buyer’s request, the Buyer will reimburse the Seller for all ***** living and travel expenses (including, without limitation, lodging, food and local transportation to and from the place of lodging and training course location) related to the assignment of such Seller Instructors and/or other Seller’s personnel and the performance of their duties as aforesaid in accordance with the Seller’s Customer Services Catalog current at the time of the corresponding training or support. Such reimbursement shall cover the entire period from such Seller’s Instructor(s) and/or other Seller’s personnel’s day of departure from his main base to day of return to such base.

16.5.2.3

*****

16.5.2.4

*****

16.5.2.5

Buyer’s Indemnity

16.5.3

Training Material and Equipment Availability – Training at External Location

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

16.6

Flight Operations Training

16.6.1

Flight Crew Training Course

16.6.2

Base Flight Training

16.6.2.1

The Buyer will provide at its own cost its delivered Aircraft, or any other aircraft it operates, for any base flight training, which will consist of ***** per pilot, performed in accordance with the related Airbus training course definition in the United States (the “Base Flight Training”).

16.6.2.2

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

16.6.2.3

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

16.6.3

Flight Crew Line Initial Operating Experience

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

16.6.4

Type Specific Cabin Crew Training Course

16.6.5

Training on Aircraft

16.7

Performance / Operations Courses

16.8

Maintenance Training

16.8.1

The Seller will provide maintenance training for the Buyer’s ground personnel as further set forth in Appendix A to this Clause 16.

16.8.2

Practical Training on Aircraft

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

16.9

Supplier and Propulsion System Manufacturer Training

16.10

Proprietary Rights

16.11

Confidentiality

16.12

Transferability

16.13

Indemnities and Insurance

1.

FLIGHT OPERATIONS TRAINING

1.1

Flight Crew Training (standard transition course)

1.2

Flight Crew Line Initial Operating Experience

1.3

Type Specific Cabin Crew Training Course

1.4

Airbus Pilot Instructor Course (APIC)

2.

PERFORMANCE / OPERATIONS COURSE(S)

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.

3.

MAINTENANCE TRAINING

3.1

The Seller will provide to the Buyer ***** trainee days of maintenance training ***** for the Buyer’s personnel.

3.2

The Seller will provide to the Buyer ***** Engine Run-up courses.

3.3

The Seller will provide to the Buyer maintenance instructor(s) *****. Unless otherwise agreed during the Training Conference, the maximum number of maintenance instructors present at any one time will be limited to two (2) maintenance instructors

4.

TRAINEE DAYS ACCOUNTING

4.1

For instruction at the Seller’s Training Centers: one (1) day of instruction for one (1) trainee equals one (1) trainee day. The number of trainees originally registered at the beginning of the course will be counted as the number of trainees to have taken the course.

4.2

For instruction outside of the Seller’s Training Centers: one (1) day of instruction by one (1) Seller Instructor ***** trainee days, except for structure maintenance training course(s).

4.3

For structure maintenance training courses outside the Seller’s Training Center(s), one (1) day of instruction by one (1) Seller Instructor equals the actual number of trainees attending the course or the minimum number of trainees as indicated in the Seller’s Customer Services Catalog.

4.4

For practical training, whether on training devices or on aircraft, one (1) day of instruction by one (1) Seller Instructor equals ***** trainee days.

*****

Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission.