GENERAL TERMS AGREEMENT NO. 6 13616
Table of Contents
Agreement
ARTICLE I PRODUCTS
ARTICLE II PRICES
ARTICLE III ORDER PLACEMENT
ARTICLE IV DELIVERY
ARTICLE V PAYMENT
ARTICLE VI TAXES
ARTICLE VII CFM56 PRODUCT SUPPORT PLAN
ARTICLE VIII EXCUSABLE DELAY
ARTICLE IX PATENTS
ARTICLE X INFORMATION AND DATA
ARTICLE XI FAA AND DGAC CERTIFICATION REQUIREMENTS
ARTICLE XII TERMINATION FOR INSOLVENCY
ARTICLE XIII LIMITATION OF LIABILITY
ARTICLE XIV EXPORT SHIPMENT
ARTICLE XV GOVERNMENTAL AUTHORIZATION
ARTICLE XVI NOTICES
ARTICLE XVII MISCELLANEOUS
o Exhibit A Products
o Exhibit B CFM56 Product Support Plan
SECTION I DEFINITIONS
SECTION II WARRANTIES
SECTION III SPARE PARTS PROVISIONING
SECTION IV TECHNICAL DATA
SECTION V TECHNICAL TRAINING
SECTION VI CUSTOMER FACTORY AND FIELD SUPPORT
SECTION VII PRODUCT SUPPORT ENGINEERING
SECTION VIII OPERATIONS ENGINEERING
SECTION IX GROUND SUPPORT EQUIPMENT
SECTION X GENERAL CONDITIONS CFM56 PRODUCT
SUPPORT PLAN
o Exhibit C Escalation
o Exhibit D Payment
o Exhibit E Technical Data
A 1
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THIS GENERAL TERMS AGREEMENT NO. 6 13616 (hereinafter referred to as this Agreement) dated as of the 30th day
of June , 2000, by and between CFM International, Inc. (hereinafter referred to as CFMI), a Delaware
corporation jointly owned by General Electric Company (hereinafter referred to as "GE"), a New York corporation
and Societe Nationale D'Etude et de Construction de Moteurs d'Aviation (hereinafter referred to as "SNECMA"), a
French Company, and Frontier Airlines, Inc., a corporation organized under the law of Colorado (hereinafter
referred to as "Airline"). Capitalized terms not defined herein are used as defined in Exhibit B hereto.
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WITNESSETH
WHEREAS, Airline has agreed to lease and purchase certain aircraft equipped with CFM installed Engines, and
WHEREAS, the parties hereto desire to enter into this Agreement for the support by CFMI of the installed
Engines and the purchase by Airline from CFMI and the sale and support by CFMI of spare Engines, related
equipment and spare Parts therefor.
NOW, THEREFORE, in consideration of the mutual covenants herein contained, the parties hereto agree as follows:
ARTICLE I PRODUCTS
CFMI shall sell and Airline shall purchase, under the terms and subject to the conditions hereinafter set
forth, the Engines, Modules, spare Parts and other products and equipment identified in the attached Exhibit A,
and hereinafter referred to as "Product(s)."
Products purchased hereunder for installation on Airline's type A319 aircraft shall conform to the
specifications for Products installed by the manufacturer on new type A319 aircraft purchased or leased by
Airline and shall be interchangeable with, and of the same quality as, such Products.
ARTICLE II PRICES
The selling prices of Products, including certain spare Parts, shall be the prices as quoted by CFMI and as set
forth in each Airline purchase order accepted by CFMI.
A. The selling prices of Engines and related equipment therefor shall be quoted by CFMI as base prices
subject to an adjustment for escalation. The escalation provisions currently in effect are set forth in
attached Exhibit C and CFMI will advise Airline in writing ninety (90) days in advance of any change
thereto.
B. The selling price of spare Parts, except for those which may be quoted by CFMI to Airline, shall be those
prices set forth in CFMI's then current CFM56 Engine Spare Parts Price Catalog ("Spare Parts Catalog") or
in procurement data issued by CFMI in accordance with Airline Transport Association of America (ATA)
Specification (Spec) 200. The price of a new spare Part which is first listed by CFMI in procurement data,
may be changed by CFMI in subsequent procurement data revisions until such time as the Part is included in
CFMI's Spare Parts Catalog as from time to time revised by CFMI.
C. CFMI will advise Airline in writing * days in advance of any changes in prices in CFMI's Spare Parts
Catalog. During such * day period, CFMI shall not be obligated to accept Airline purchase orders for
quantities of spare Parts in excess of up to * normal usage beyond the effective date of the announced
price change.
D. The selling prices of all Products shall be expressed in U.S. Dollars.
ARTICLE III ORDER PLACEMENT
A. In the event of any conflict between this Agreement and the printed terms and conditions appearing on
Airline's purchase orders, this Agreement shall govern, except that the description of Products, price,
quantity, delivery dates and shipping instructions shall be as set forth on each purchase order accepted by
CFMI.
B. Airline shall place purchase orders for Products quoted by CFMI, in accordance with CFMI's quotation for
said Products.
C. Airline may place purchase orders for spare Parts using one of the following methods: telephone,
telegram, facsimile transmission, ARINC or SITA utilizing ATA Spec 200 (Chapter 6 format) or Spec 2000
(Chapter 3 format) or Airline purchase order as prescribed in the Spare Parts Catalog or CFMI's quotation.
D. Airline shall place purchase orders for initial provisioning quantities of spare Parts as provided in
Section III of the attached Exhibit B within one hundred eighty (180) days following receipt from CFMI of
initial provisioning data relating thereto.
E. CFMI's acknowledgment of each purchase order shall constitute acceptance thereof. If CFMI fails to
acknowledge any purchase order within ten (10) business days after receipt thereof, such purchase order
shall be deemed to have been accepted by CFMI in accordance with its terms. In the case of emergency,
shipment of spare Parts by CFMI in accordance with Section III G.2 of Exhibit B shall constitute acceptance
of the purchase order for such spare Parts.
ARTICLE IV DELIVERY
A. Except as otherwise provided under Section III.G. of Exhibit B herein, CFMI shall deliver Products under
each purchase order placed by Airline and accepted by CFMI, on a mutually agreed upon schedule consistent
with CFMI's lead times and as set forth in each such purchase order. Delivery dates are subject to (1)
prompt receipt by CFMI of all information necessary to permit CFMI to proceed with work immediately and
without interruption, and (2) Airline's compliance with the payment terms set forth herein.
B. Title to and risk of loss of all Products shall pass to Airline upon delivery to the common carrier
designated by Airline, Ex Works, at the point of manufacture, or (2) to storage, in the event shipment
cannot be made for reasons set forth in Paragraph C of this Article IV. Wherever transportation rates and
the carrier's liability for damage depend upon the declared value of the shipment, CFMI will declare such
value as will entitle Airline to ship Products at the lowest permissible rates, unless otherwise instructed
in writing by Airline.
C. If any Product cannot be delivered when ready due to any acts, or failure to act of Airline , CFMI shall
place such Product in storage. In such event, (1) all expenses incurred by CFMI for activities such as,
but not limited to, preparation for and placement into storage and handling, storage, inspection,
preservation and insurance shall be paid by Airline upon presentation of CFMI's invoices, and (2) CFMI
shall assist and cooperate with Airline in any reasonable manner with respect to the removal of any such
Product from storage.
D. Unless otherwise instructed by Airline, CFMI shall deliver each Product, except for spare Parts, packaged
in accordance with CFMI's normal standards for domestic shipment or export shipment. Any special boxing or
preparation for shipment specified by Airline shall be for Airline's account and responsibility. The cost
of any re usable shipping stand or container is not included in the price of Engines or of equipment and
will be paid by Airline within ten (10) days of presentation of CFMI's invoice if such stand or container
is not returned by Airline, ex works the original point of shipment, in the condition in which it was
received by Airline within ninety (90) days after shipment. CFMI may, at its option, use non reusable
shipping stands or containers at no charge to Airline.
E. CFMI shall deliver spare Parts packaged and labeled in accordance with ATA Spec 300, Revision No. 4, or to
a revision mutually agreed in writing between CFMI and Airline. CFMI shall notify Airline, when applicable,
that certain spare Parts are packed in unit package quantities (UPQ's), or multiples thereof.
ARTICLE V PAYMENT
Airline shall pay CFMI with respect to Products purchased hereunder as set forth in the attached Exhibit D.
ARTICLE VI TAXES
1. The selling prices include and CFMI shall be responsible for the payment of any imposts, duties, fees,
taxes, dues or any charges whatsoever imposed or levied in connection with Products prior to their
delivery. If claim is made against Airline for any such duties, fees, charges, or assessments, Airline
shall immediately notify CFMI and, if requested by CFMI, Airline shall not pay except under protest, and if
payment be made, shall use all reasonable effort to obtain a refund thereof. If all or any part of any
such taxes, duties, fees, charges or assessments be refunded, Airline shall repay to CFMI such part thereof
as CFMI shall have paid, together with any interest received by Airline with respect thereto. CFMI shall
pay to Airline, upon demand, all expenses (including penalties and interest, other than any such penalties
or interest resulting from the failure of Airline seasonably to pay any such taxes, duties, fees, charges
or assessments which it has reason to believe are applicable, unless such nonpayment is directed by CFMI)
incurred by Airline in protesting payment and in endeavoring to obtain such refund, in each case at CFMI's
request.
2. Upon delivery, Airline shall be responsible for the payment of all other imposts, duties, taxes, dues or
any other charges whatsoever (including without limitation, sales, use, excise, turnover or value added tax
but excluding any taxes in the nature of income taxes) imposed or levied in connection with such Products
from and after their delivery and Airline shall pay to CFMI, upon demand, or furnish to CFMI evidence of
exemption therefrom, any such items legally assessed or levied by any governmental authority against CFMI
or its employees, its subsidiaries or their employees. If claim is made against CFMI for any such duties,
fees, charges, or assessments, CFMI shall immediately notify Airline and, if requested by Airline, CFMI
shall not pay except under protest, and if payment be made, shall use all reasonable effort to obtain a
refund thereof. If all or any part of any such taxes, duties, fees, charges or assessments be refunded,
CFMI shall repay to Airline such part thereof as Airline shall have paid, together with any interest
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received by CFMI with respect thereto. Airline shall pay to CFMI, upon demand, all expenses (including
penalties and interest other than any such penalties or interest resulting from the failure of CFMI
seasonably to pay any such taxes, duties, fees, charges or assessments which it has reason to believe are
applicable, unless such nonpayment is directed by Airline) incurred by CFMI in protesting payment and in
endeavoring to obtain such refund, in each case at Airline's request.
ARTICLE VII CFM56 PRODUCT SUPPORT PLAN
The CFM56 Product Support Plan for Products, either purchased by Airline from CFMI or installed on Airline's
Aircraft as original equipment, and Airline's operation thereof, is set forth in the attached Exhibit B.
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ARTICLE VIII EXCUSABLE DELAY
CFMI shall not be liable for delays in delivery or failure to deliver due to (1) causes beyond its reasonable
control, or (2) acts of God, acts of Airline, acts of civil or military authority, fires, strikes, floods,
epidemics, war, civil disorder, riot, delays in transportation, or (3) inability due to causes beyond its
reasonable control to obtain necessary labor, material, or components. As used herein, the term "CFMI" shall be
deemed to mean CFMI, GE and SNECMA. In the event of any such delay, the date of delivery shall be extended for a
period equal to the time lost by reason of the delay. This provision shall not, however, relieve CFMI from using
reasonable efforts to continue performance whenever such causes are removed. The final invoice price at the time
of delivery following any delay referred to in this Article VIII (other than any such delay caused by Airline)
shall be the invoice price at the originally scheduled delivery date set forth in the applicable purchase order.
CFMI shall promptly notify Airline when delays occur or impending delays are likely to occur and shall continue
to advise it of new shipping schedules and/or changes thereto. In the event an excusable delay continues, or
CFMI advises Airline that such a delay is likely to continue for a period of six (6) months or more beyond the
scheduled delivery date, Airline may, upon thirty days written notice to CFMI, cancel all or any part of any
purchase order so delayed. In the event an excusable delay continues, or CFMI advises Airline that such a delay
is likely to continue for a period of twelve (12) months or more beyond the scheduled delivery date, Airline or
CFMI may, upon thirty days written notice to the other, cancel all or any part of any purchase order so delayed.
Upon any cancellation pursuant to this Article VIII, CFMI shall return to Airline all payments relative to the
canceled part of the order. Airline shall pay CFMI its reasonable cancellation charges if the delay arises due
to acts of Airline.
ARTICLE IX PATENTS
A. CFMI hereby indemnifies and agrees to hold Airline harmless from and against, and shall handle all claims
and defend any suit or proceeding brought against Airline insofar as based on, any claim that without
further combination, any Product furnished under this Agreement constitutes an infringement of any patent
of the United States or of any patent of any other country that is signatory to Article 27 of the
Convention on International Civil Aviation signed by the United States at Chicago on December 7, 1944, in
which Airline is authorized to operate or in which another airline pursuant to lawful interchange, lease or
similar arrangement, operates aircraft of Airline. This paragraph shall apply only to any Product
manufactured to CFMI's design.
B. CFMI's liability hereunder is conditioned upon Airline promptly notifying CFMI in writing and giving CFMI
authority, information and assistance (at CFMI's expense) for the defense of any suit or proceeding. In
case such Product is held in such suit or proceeding to constitute infringement and/or the use of said
Product is enjoined or otherwise prohibited, CFMI shall expeditiously, at its own expense and at its
option, either (1) procure for Airline the right to continue using said Product; (2) replace same with
satisfactory and noninfringing Product; or (3) modify same so it becomes satisfactory and noninfringing.
CFMI shall not be responsible to Airline or to any other airline, for incidental or consequential damages,
including, but not limited to, costs, expenses, liabilities and/or loss of profits resulting from loss of
use under this Article IX.
The foregoing shall constitute the sole remedy of Airline and the sole liability of CFMI for patent infringement.
ARTICLE X INFORMATION AND DATA
A. All technical information and data (including, but not limited to, designs, drawings, blueprints,
tracings, plans, models, layouts, specifications, and memoranda) which may be furnished or made available to
Airline directly or indirectly as the result of this Agreement shall remain the property of CFMI, GE or
SNECMA as the case may be. This information and data is proprietary to CFMI and shall neither be used by
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Airline nor furnished by Airline to any other person, firm or corporation for the design or manufacture of
any Product nor permitted out of Airline's possession nor divulged to any other person, firm or corporation,
except as required by law or court order (provided Airline shall first give CFMI prompt written notice of any
such law or court orders and such notice affords CFMI a reasonable opportunity to object to such disclosure
or otherwise seek an appropriate protective order) or as otherwise provided herein or agreed in writing.
Nothing in this Agreement shall preclude Airline from using such information and data for modification,
overhaul, or maintenance work performed by Airline on Airline's Products; except that all repairs or repair
processes that require substantiation (including, but not limited to, high technology repairs) will be the
subject of a separate license and substantiated repair agreement between CFMI and Airline. As an alternative
to CFMI engine maintenance centers and Airline's own maintenance facilities, CFMI will negotiate in good
faith with a third party engine maintenance facility for CFM56 engine overhaul subject to acceptance of
CFMI's licensing terms by such third party engine maintenance facility. Airline shall take all steps
reasonably necessary to insure compliance by its employees, and agents with this Article X. The instrument by
which Airline transfers any Product may permit the use of such information and data by its transferees,
subject to the same limitations set forth above.
B. Nothing in this Agreement shall convey to Airline the right to reproduce or cause the reproduction
of any Product of a design identical or similar to that of the Product purchased hereunder or give to Airline
a license under any patents or rights owned or controlled by CFMI, GE or SNECMA.
C. If computer software is provided by CFMI to Airline under this Agreement, it is understood that only
CFMI owns and/or has the right to license such software product(s) and that Airline shall have no
rights in such software; except, as may be explicitly set forth in a separate written agreement between
CFMI and Airline.
ARTICLE XI FAA AND DGAC CERTIFICATION REQUIREMENTS
A. All Products shall, at time of delivery:
1. Conform to a Type Certificate issued by the FAA and DGAC , if applicable;
2. Conform to applicable regulations issued by the FAA and DGAC; and
3. Be delivered with an export certificate of airworthiness , if applicable, for export to the United
States.
B. If, subsequent to the date of acceptance of the purchase order for such Products but prior to their
delivery by CFMI to Airline, the FAA and/or DGAC issue changes in regulations covering Products sold under
this Agreement then CFMI will make any modifications necessary to cause such Products to comply with such
regulations and all costs associated with such modifications, if any, required as a result thereof, will be
shared equally by CFMI and Airline; provided however, that costs associated with any modifications to the
airframe required by such Product modifications shall not be borne by CFM.
C. Any delay occasioned by complying with such regulations set forth in Paragraph B above shall be deemed an
Excusable Delay under Article VIII hereof, and, in addition, appropriate adjustments shall be made in the
specifications to reflect the effect of compliance with such regulations.
ARTICLE XII TERMINATION FOR INSOLVENCY
A. Upon the commencement of any bankruptcy or reorganization proceeding by or against either party hereto (the
"Defaulting Party"), the other party hereto may, upon written notice to the Defaulting Party, cease to
perform any and all of its obligations under this Agreement and the purchase orders hereunder (including,
without limitation, continuing work in progress and making deliveries or progress payments or downpayments)
unless the Defaulting Party shall provide adequate assurance, in the opinion of the other party hereto,
that the Defaulting Party will continue to perform all of its obligations under this Agreement and the
purchase orders hereunder in accordance with the terms hereof, and will promptly compensate the other party
hereto for any actual pecuniary loss resulting from the Defaulting Party being unable to perform in full
its obligations hereunder and under the purchase orders. If the Defaulting Party or the trustee thereof
shall fail to promptly provide such adequate assurance, upon notice to the Defaulting Party by the other
party hereto, this Agreement and all purchase orders hereunder shall be canceled, any deposits shall be
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promptly returned, and neither party shall have any further obligation to the other hereunder, except such
obligations which have accrued prior to such cancellation.
B. Either party, at its option, may cancel this Agreement or any purchase order hereunder with respect to any
or all of the Products to be furnished hereunder which are undelivered or not furnished on the effective
date of such cancellation by giving the other party written notice, as hereinafter provided, at any time
after a receiver of the other's assets is appointed on account of insolvency, or the other makes a general
assignment for the benefit of its creditors and such appointment of a receiver shall remain in force
undismissed, unvacated or unstayed for a period of sixty (60) days thereafter. Such notice of cancellation
shall be given thirty (30) days prior to the effective date of cancellation, except that, in the case of a
voluntary general assignment for the benefit of creditors, such notice need not precede the effective date
of cancellation.
ARTICLE XIII WARRANTIES; LIMITATION OF LIABILITY
A. CFMI's warranties with respect to Products, either purchased by Airline from CFMI or installed on Airline's
Aircraft as original equipment, are set forth in Section II of Exhibit B.
B. CFMI warrants to Airline that it will convey good title to any Products sold hereunder, free and clear of
any liens, claims or encumbrances whatsoever; provided that CFMI's liability and Airline's remedy under the
foregoing warranty are limited to removal of any title defect or, at CFMI's option, replacement of the
Product or part thereof having such defect; provided further that Airline's rights and remedies with
respect to patent infringement are as set forth in Article IX hereof.
C. Except as provided in this Article XIII and in Article IX hereof, the liability of CFMI to Airline arising
out of, connected with, or resulting from the manufacture, sale, possession, use or handling of any Product
(including Engines installed on Airline's aircraft as original equipment) whether in contract, tort
(including negligence) or otherwise, shall be as set forth in the Product Support Plan included in Exhibit
B hereof, and shall not in any event exceed *. The foregoing shall constitute the sole remedy of Airline
and the sole liability of CFMI. In no event shall CFMI or Airline be liable for special or consequential
damages. As used herein, the term "CFMI" shall be deemed to include GE, SNECMA and CFMI. THE WARRANTIES
AND GUARANTEES SET FORTH IN THE PRODUCT SUPPORT PLAN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND
GUARANTEES WHETHER WRITTEN, STATUTORY, ORAL, OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR PURPOSE).
ARTICLE XIV EXPORT SHIPMENT
If CFMI agrees in writing upon Airline's written request, to assist Airline to arrange for export shipment of
Products, Airline shall pay CFMI for all fees and expenses including, but not limited to, those covering
preparation of consular invoices, freight, storage, and Warehouse to Warehouse (including war risk) insurance,
upon submission of CFMI's invoices. In such event, CFMI will assist Airline in applying for any required export
license and in preparing consular documents according to Airline's instructions or in the absence thereof,
according to its best judgment but without liability for error or incorrect declarations including, but not
limited to, liability for fines or other charges.
ARTICLE XV GOVERNMENTAL AUTHORIZATION
CFMI shall be responsible for obtaining any Export Certificate of Airworthiness and any export license required
in respect of Products when delivered new to Airline for export to the United States. Airline shall be
responsible for obtaining any other required authorization such as any other export license, import license,
exchange permit or any other required governmental authorization. Airline shall restrict disclosure of all
information and data furnished thereto under this Agreement and shall ship the direct product of such information
and data to only those destinations which are authorized by the U.S. and/or French Governments. At the request
of Airline, CFMI will provide Airline with a list of such authorized destinations. CFMI shall not be liable if
any authorization is delayed, denied, revoked, restricted or not renewed and Airline shall not be relieved of its
obligation to pay CFMI.
ARTICLE XVI NOTICES
Any notices under this Agreement shall become effective upon receipt and shall be in writing and be delivered or
sent by mail or electronic transmission to the respective parties at the following addresses, which may be
changed by written notice:
To: Frontier Airlines, Inc. To: CFM International, Inc.
00000 Xxxx 00xx Xxxxxx P. O. Xxx 00000
Xxxxx 000 Xxxxxxxxxx, Xxxx 00000 0514
Xxxxxx, XX 00000 3116 Attention: Director, Commercial Contracts
Attention:
ARTICLE XVII MISCELLANEOUS
A. This Agreement may not be assigned, in whole or in part, by either party without the prior written consent
of the other party, except that (i) CFMI's consent shall not be required for (a) the substitution of an
affiliate of Airline in place of Airline, (b) the assignment by Airline of its rights and obligations
hereunder to the surviving or acquiring entity in any merger, consolidation or sale of all or substantially
all of its assets, if, immediately following such merger, consolidation or sale, the surviving or acquiring
entity is in a financial condition at least equal to that of the Airline at the time immediately prior to
such merger, consolidation or sale, and such entity executes an assumption agreement, in form and substance
reasonably acceptable to CFMI, agreeing to assume all of Airline's obligations hereunder, or (c) the
assignment by Airline of its rights under Section II of Exhibit B hereto to a lender or financier as
security for Airline's obligations in connection with any financing of an Engine or an aircraft on which an
Engine is installed, and (ii) Airline's consent shall not be required for the substitution of any other
company jointly owned by GE and SNECMA in place of CFMI as the contracting party and the recipient of any
or all payments and/or for the assignment of CFMI's payment rights to CFMI's suppliers. No assignment by
either party shall increase any cost or liability of the other hereunder, or modify in any way such other
party's contract rights hereunder, and each party agrees that notwithstanding any such assignment it
remains fully and solely responsible in accordance with the terms and obligations of this Agreement for all
of its obligations and liabilities hereunder.
B. The rights herein granted and this Agreement are for the benefit of the parties hereto and are not for the
benefit of any third person, firm or corporation, except as expressly provided herein with respect to GE
and SNECMA, and nothing herein contained shall be construed to create any rights in any third parties
under, as the result of, or in connection with this Agreement.
C. This Agreement contains information specifically for Airline and CFMI and, except as permitted pursuant to
Article X hereof, nothing herein contained shall be divulged by Airline or CFMI to any third person, firm
or corporation, without the prior written consent of the other party which consent shall not be
unreasonably withheld. Notwithstanding the foregoing, Airline may disclose this Agreement (i) to its
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agents and professional advisors, (ii) to prospective lenders or financiers with respect to the Engines or
an aircraft on which an Engine is installed, (iii) to prospective transferees or operators of the Engines
or such aircraft, and (iv) as otherwise required by law (including any governmental agency) or by court
order, and all of the persons and entities set forth in (i), (ii) and (iii) above shall agree in writing
not to divulge to others without the prior written consent of CFMI. If Airline is required to disclose
pursuant to sub paragraph (iv) above, Airline shall first give CFMI written notice of any such law or court
order, and such notice shall afford CFMI a reasonable opportunity to object to such disclosure or otherwise
seek an appropriate protective order. Airline and CFMI shall also work together to provide to the S.E.C.
an agreed to redacted version of the Agreement.
D. This Agreement shall be construed, interpreted and applied in accordance with the law of the State of New
York. Each of CFMI and Airline (i) hereby irrevocably submits itself to the nonexclusive jurisdiction of
the courts of the state of New York, New York County, and 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. Each party hereby generally consents to service of
process by registered mail, return receipt requested, at its address for notice under this Agreement. The
United Nations Conference on contracts for the International Sale of Goods shall not apply to this
Agreement.
E. This Agreement and all Letter Agreements relating hereto contain the entire and only agreement between the
parties, and supersede all pre existing agreements between such parties, respecting the subject matter
hereof; including General Terms Agreement No. 6 13328, dated November 13, 1995 and any representation,
promise or condition in connection therewith not incorporated herein shall not be binding upon either
party. No modification, renewal, extension, waiver, or termination by mutual consent of this Agreement or
any of the provisions herein contained shall be binding unless it is made in writing and signed on behalf
of CFMI and Airline by duly authorized executives.
F. Any provision in this Agreement to the contrary notwithstanding (including, in particular the provisions of
Exhibit B hereto), the maintenance, removal, repair or replacement of Products, the order and storage
thereof, as well as manuals, training and tooling in support thereof shall be controlled by and subject to
any applicable law, rule or regulation and to the conditions set forth in any applicable governmental
authorization.
G. The provisions of Articles IX Patents, X Information and Data, XIII Warranties; Limitation of
Liability and XV Governmental Authorization and Paragraph C of Article XVII shall survive any expiration
or termination of this Agreement.
H. This Agreement shall remain in full force and effect until (1) Airline ceases to operate at least one
Aircraft powered by Products set forth herein, (2) less than five aircraft powered by such Products are in
commercial airline service, (3) this Agreement is terminated in whole or in part under either the
provisions of Article VIII Excusable Delay or Article XII Termination for Insolvency herein, or (4) by
mutual consent of the parties, whichever occurs first.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and the year first above
written.
FRONTIER AIRLINES, INC. CFM INTERNATIONAL, INC.
By: By:
Typed Name: Typed Name:
Title: Title:
Date: Date:
EXHIBIT A
CFM56 SERIES PRODUCTS APPLICABLE TO
AIRLINE'S TYPE A319 AND 737 AIRCRAFT
I. Model CFM56 5B5/P, CFM56 3 B1, CFM56 3C1 and XXX00 0X0 Turbofan Engines as certified by the U.S.
Federal Aviation Administration ("FAA") and French Direction Generale De L'Aviation Civile
("DGAC").
II. Related Optional Equipment for the above Engines.
III. Engine Modules
A. Fan
B. Low Pressure Turbine ("LPT")
C Accessory Gearbox
D. Core Engine
IV. spare Parts.
V. Special Tools and Test Equipment including Ground Support Equipment.
VI. Other CFM56 products as may be offered for sale by CFMI from time to time.
EXHIBIT B
CFM56 PRODUCT SUPPORT PLAN
SECTION I DEFINITIONS
These definitions shall apply for all purposes of this Agreement unless the context otherwise requires.
1. "Aircraft" means each of the aircraft on which an Engine is installed.
2. "Agreement" means the General Terms Agreement No. 6 13616 between CFMI and Airline, to which this
Exhibit B is attached.
3. "Engine(s)" means the Engine(s) described in Exhibit A.
4. "Expendable Parts" means those parts which must routinely be replaced during Inspection, repair, or
maintenance, whether or not such parts have been damaged, and other parts which are customarily
replaced at each such Inspection and maintenance period such as filter inserts and other short lived
items which are not dependent on wear out but replaced at predetermined intervals.
5. "Failed Parts" means
6. "Failure" means
7. "Flight Cycle" means the complete running of an Engine from start through any condition of flight and
ending at Engine shutdown. A "touch and go landing" used during pilot training shall be considered as
a "Flight Cycle."
8. "Flight Hours" means the cumulative number of airborne hours in operation of each Engine computed from
the time an aircraft leaves the ground until it touches the ground at the end of a flight.
9. "Foreign Object Damage" means any damage to the Engine caused by objects which are not part of the
Engine or engine optional equipment.
10. "Inspection" means the observation of an Engine or Parts thereof, through disassembly or other means,
for the purpose of determining serviceability.
11. "Labor Allowance"
12. "Module" means each of the Engine Modules described in Exhibit A.
13. "Part(s)" means only those Engine and Engine Module Parts which have been sold originally to Airline
by CFMI for commercial use. The term excludes parts which were furnished on new Engines and Modules
but are procured directly from vendors. Such parts are covered by the Vendor Warranty and the CFMI
"Vendor Warranty Back Up." Also excluded are Expendable Parts and customary short lived items such as
igniters and filter inserts.
14. "Parts Credit Allowance"
15. "Part Cycles" means the total number of Flight Cycles accumulated by a Part.
16. "Parts Repair" means the CFMI recommended rework or restoration of Failed Parts to a serviceable
condition, excluding repair of normal wear and tear and deterioration.
17. "Part Time" means the total number of Flight Hours flown by a Part.
18. "Scheduled Inspection" means the inspection of an Engine conducted when an Engine has approximately
completed a planned operating interval.
19. "Scrapped Parts" means those Parts determined to be unserviceable and not repairable by virtue of
reliability, performance or repair costs. Such Parts shall be considered as scrapped if they bear a
scrap tag duly countersigned by a CFMI representative. Such Parts shall be disposed of by Airline
unless requested by CFMI for engineering analysis, in which event any handling and shipping shall be
at CFMI's expense.
20. "Ultimate Life" of a Part means the approved limitation on use of a Part, in cumulative Flight Hours or
Flight Cycles, which either CFMI or a U.S. and/or French Government authority establish as the maximum
period of allowed operational time for such Parts in Airline service, with periodic repair and
restoration. The term does not include individual Failure from wear and tear or other cause not
related to the total usage capability of all such Parts in Airline service.
SECTION II WARRANTIES
A. New Engine Warranty
1. CFMI warrants each new Engine and Module against Failure for the initial * Flight Hours as
follows:
*
2. As an alternative to the above allowances, CFMI shall, upon request of Airline:
*
B. New Parts Warranty
*
C. Ultimate Life Warranty
*
D. Campaign Change Warranty
*
E. Warranty Pass On
If requested by Airline and consented to by CFMI in writing which consent will not be unreasonably
withheld, CFMI will extend warranty support for Engines sold by Airline to commercial Airline
operators, or to other aircraft operators. Such warranty support will be limited to the unexpired
portion of the New Engine Warranty, New Parts Warranty, Ultimate Life Warranty and Campaign Change
Warranty and will require such operator(s) to agree, in writing, to be bound by, and comply with, all
the terms and conditions, including the limitations, applicable to such warranties as set forth in this
Agreement.
If Airline acquires Products from another Airline or operator of Products, and such Airline or operator
has an agreement with CFMI, CFMI will agree to extend the CFMI warranty support, if any, remaining in
respect of such Products as extended by CFMI to such Airline or operator.
F. Vendor Warranty Back Up
1. CFMI controls and accessories vendors provide a warranty on their products used on CFMI Engines.
This warranty applies to controls and accessories sold to CFMI for delivery on installed or spare
Engines, and controls and accessories sold by the vendor to the Airlines on a direct purchase
basis. In the event the controls and accessories suffer a failure during the vendors warranty
period, the Airline will submit a claim directly to the vendor in accordance with the terms and
conditions of the vendors warranty.
2. In the event a controls and accessories vendor fails to provide a warranty at least as favorable
as the CFMI New Engine Warranty (for complete controls and accessories) or New Parts Warranty
(for components thereof), or if provided, rejects a proper claim from the Airline, CFMI will
intercede on behalf of the Airline to resolve the claim with the vendor. In the event CFMI is
unable to resolve a proper claim with the vendor, CFMI will honor a claim from the Airline under
the provisions and limitations of CFMI's New Engine or New Parts Warranty, as applicable.
Settlements under this vendor back up warranty will exclude credits for resultant damage to or
from controls and accessories procured directly by Airline from vendors.
G. Vendor Interface warranty
Should any CFMI control or accessory, for which CFMI is responsible, develop a problem due to its
environment or interface with other controls and accessories or with the Engine, reverser, or equipment
supplied by the aircraft manufacturer, CFMI will be responsible for initiating corrective action. If
the vendor disclaims warranty responsibility for parts requiring replacement, CFMI will apply the
provisions of its New Parts Warranty to such part whether it was purchased originally from CFMI or
directly from the vendor.
H. Condition Monitoring Warranty
1. CFMI warrants CFM56 condition monitoring equipment, installed on new Engines, in accordance with
the provisions of its New Engine Warranty as heretofore set forth, except that no Labor Allowance
will be granted for disassembly and reassembly of any new Engine component due to inoperative or
malfunctioning condition monitoring equipment.
2. CFMI warrants CFM56 condition monitoring equipment, purchased as spare Parts, in accordance with
=
the provisions of its New Parts Warranty as heretofore set forth.
I. Special Tools and Test Equipment Warranty
1. CFMI warrants to Airline that special tools and test equipment sold hereunder will, at the time
of delivery, be free from defects in material, workmanship, and title.
J. Special Guarantees
The following special guarantees apply to all of Airline's new CFM56 5B5/P powered A319 Aircraft. The
basis and conditions for application of these guarantees are described in Attachment A hereto.
1. In flight shut down ("IFSD") Rate Guarantee
*
2. Delay and Cancellation Rate Guarantee
*
3. Remote Site Removal Rate Guarantee
*
4. Extended New Engine Warranty
*
THE WARRANTIES AND GUARANTEES SET FORTH IN THIS PRODUCT SUPPORT PLAN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES AND GUARANTEES, WHETHER WRITTEN, STATUTORY, ORAL, OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR PURPOSE).
SECTION III SPARE PARTS PROVISIONING
A. Provisioning Data
1. In connection with Airline's initial provisioning of spare Parts, CFMI shall furnish Airline
with data in accordance with ATA 2000 Specification using a revision mutually agreed to in
writing by CFMI and Airline.
2. It is the intention of the parties hereto to comply with the requirements of the ATA 2000
Specification and any future changes thereto, except that neither party shall deny the other
the right to negotiate reasonable changes in the procedures or requirements of the
Specification which procedures or requirements, if complied with exactly, would result in an
undue operating burden or unnecessary economic penalty.
The data to be provided by CFMI to Airline shall encompass all Parts listed in CFMI's
Illustrated Parts Catalogs. CFMI further agrees to become total supplier of Initial
Provisioning Data for all vendor spare Parts in accordance with Paragraph 1. above.
3. Beginning on a date no no later than twelve (12) months prior to delivery of Airline's first
Aircraft, or as mutually agreed, CFMI shall provide to Airline a complete set of Initial
Provisioning Data and shall progressively revise this data until ninety (90) days after
delivery of the last spare Engine specified in its initial purchase order or as mutually
agreed. A status report will be issued periodically. Provisioning data will be reinstituted
for subsequent spare Engines reflecting the latest modification status. CFMI will make
available a list of major suppliers as requested by Airline. CFMI will provide, or cause to be
provided on behalf of its vendors, the same service detailed in this clause.
B. Pre Provisioning Conference
A pre provisioning conference, attended by CFMI and Airline personnel directly responsible for initial
provisioning of spare Parts hereunder, will be held at a mutually agreed time and place prior to the
placing by Airline of initial provisioning purchase orders. The purpose of this conference is to
discuss systems, procedures and documents available to the Airline for the initial provisioning cycle
of the Products.
C. Changes
CFMI shall have the right to make corrections and changes in the Initial Provisioning Data in
accordance with Chapter 2 (Initial Provisioning) of Chapter 1 of ATA 2000 Specification using a
revision mutually agreed to in writing by CFMI and Airline. So long as Airline operates one (1)
aircraft powered by CFM56 Engines and there are five (5) such aircraft powered by CFM56 Engines in
commercial Airline service, CFMI will, at no cost to Airline, progressively revise Airline's
Procurement Data tape in accordance with Chapter 3 (Order Administration) of Chapter 2 of ATA 2000
Specification entitled "Integrated Data Processing Supply" using a revision mutually agreed to in
writing by CFMI and Airline.
D. Return Of Parts
Airline shall have the right to return to CFMI, at CFMI's expense, any new or unused Part which has
been shipped in excess of the quantity ordered or which is not the part number ordered or which is in a
discrepant condition except for damage in transit.
E. Parts Buy Back
CFMI will agree to repurchase within the first * after delivery of the first Aircraft to Airline, and
at the invoiced price, any new and unused initially provisioned spare Parts purchased from CFMI which
CFMI recommended that Airline purchase, in the event Airline finds such Parts to be surplus to
Airline's needs. Parts which become surplus to Airline's needs by reason of Airline's decision to
upgrade or dispose of Products or resulting from a change in the fleet operating conditions supplied by
Airline, upon which the CFMI initial provisioning recommendation was established, are excluded from
this provision. Shipping costs for parts returned will be paid by Airline.
F. Parts of Modified Design
1. CFMI shall have the right to make modifications to design or changes in the spare Parts sold to
Airline hereunder.
2. CFMI will from time to time inform Airline in accordance with the means set forth in ATA 2000
Specification, when such spare Parts of modified design become available for shipment hereunder.
3. spare Parts of the modified design will be supplied unless Airline advises CFMI in writing of
its contrary desire within ninety (90) days of the issuance of the Service Bulletin specifying
the change to the modified Parts. In such event, Airline may negotiate for the continued
supply of spare Parts of the premodified design at a rate of delivery and price to be agreed
upon.
G. Spare Parts Availability
1. CFMI will ship reasonable quantities (defined as three (3) months normal usage) of spare Parts
which are included in CFMI's Engine Spare Parts Catalog within a thirty (30) day lead time
following receipt of an acceptable purchase order from Airline.
Spare Parts and other CFMI furnished material which are not included in the CFM56 Engine Spare
Parts Price Catalog and for which lead time has not been quoted will be shipped as quoted by
CFMI.
2. CFMI will maintain a stock of spare Parts to cover Airline's emergency needs. For purposes of
this Paragraph, emergency is understood by CFMI and Airline to mean the occurrence of any one
of the following conditions:
AOG Aircraft on Ground
Critical Imminent AOG or Work Stoppage
Expedite Less than Normal Lead Time
Airline will order spare Parts according to lead time as provided in Paragraph 1. above, but
should Airline's spare Parts requirements arise as a result of an emergency, Airline can draw
such spare Parts from CFMI's stock. A 24 hour telephone service is available to Airline for
this purpose. If an emergency does exist, CFMI will ship required spare Part(s) within the
time period set forth below following receipt of an acceptable purchase order from Airline.
AOG *
Critical *
Expedite *
SECTION IV TECHNICAL DATA
A. CFMI shall make available to Airline the technical data, including revisions thereof, at no charge, in
the quantities as specified in Exhibit E and at a time and to a location as mutually agreed.
Such technical data shall be prepared by CFMI in accordance with the applicable provisions of ATA 100
or 2100 Specification (including necessary deviations) as the same may be revised from time to time.
If Airline requires CFMI to furnish the technical data in a form different from that normally furnished
by CFMI pursuant to ATA 100 or 2100 Specification, or in quantities greater than those specified in
Exhibit E, CFMI will, upon written request from Airline, furnish Airline with a written quotation for
furnishing such technical data.
Revisions to the above technical data shall be furnished by CFMI to Airline at no charge for quantities
equivalent to the quantities specified in Exhibit E for as long as Airline operates one (1) CFM56
powered Aircraft and there is a total of five (5) CFM56 powered aircraft in commercial airline
service. Such quantities of revisions may be mutually modified in order to reflect any change in
Airline's CFM56 operation.
CFMI shall incorporate in the Engine Illustrated Parts Catalog and the Engine Manual all appropriate
CFMI Service Bulletins for as long as Airline receives revisions to technical information or data.
Premodified and postmodified configurations shall be included by CFMI unless Airline informs CFMI that
a configuration is no longer required.
B. CFMI will require each vendor to furnish technical data consisting of copies of a component maintenance
manual and service bulletins. Such vendor publications shall be furnished by CFMI to Airline in
accordance with and subject to the same provisions as those set forth in Paragraph A. above.
C. CFMI will also require its ground support equipment vendors, where appropriate, to furnish to
Airline, at no charge, technical data determined by CFMI to be necessary for Airline to maintain,
overhaul and calibrate special tools and test equipment. Such vendor furnished technical data shall be
furnished in accordance with and subject to the same provisions as those set forth in Paragraph A.
above, except that the technical data shall be prepared in accordance with the applicable provisions of
ATA 101 Specification, as the same may be revised from time to time.
D. The following technical data, not covered by ATA Specifications, shall be furnished by CFMI to
Airline in the quantities and at a time and to a location as mutually agreed:
o Installation Manual (if required)
o General Facility Study
o Parts serialization records
E. Where applicable, technical data as described in the above Paragraphs A., B. and D., furnished by CFMI
or by CFMI vendors to Airline hereunder, shall be printed in the simplified English language as defined
by AECMA (Association Europeenne des Constructeurs de Material Aerospatial).
F. In addition to the above technical data to be furnished by CFMI to Airline, CFMI will have available
with its resident representatives, where appropriate, one set of 35MM aperature cards or equivalent of
each part and/or assembly drawing. CFM will also supply, on request, in 35MM aperature card format,
one (1) copy of each special tool and equipment drawing.
G. All technical data furnished herein by CFMI to Airline shall be subject to the provisions of Article X,
"Information and Data", of this Agreement.
SECTION V TECHNICAL TRAINING
1. General
This part describes the current maintenance training to be provided by CFMI at CFMI's training
facility in Springdale, Ohio. CFMI will provide at no charge to Airline, except as otherwise
provided herein, a number of student days* for maintenance training as defined hereunder:
* student days* for the first aircraft ordered
* additional student days* for any additional aircraft
These days will be selected from the list given in (3), "Standard Maintenance Training" below. Any
additional training beyond this threshold shall be at Airline's cost. It is necessary for Airline
to use the maintenance training days prior to delivery of the first aircraft, unless the parties
have otherwise agreed in writing.
All instruction, examinations and materials shall be prepared and presented in the English language
and in the units of measure used by CFMI. Airline will provide interpreters, if required, for
Airline's personnel.
Airline will be responsible for the living and medical expenses of Airline's personnel during
maintenance training. For maintenance training provided at Springdale, Ohio, CFMI will assist
Airline's personnel in making arrangements for hotels and transportation between selected lodging
and the training facility.
2. Maintenance Training Conference
No later than twelve months prior to delivery of Airline's first aircraft, CFMI and Airline will
conduct a maintenance training conference call in order to schedule and discuss the maintenance
training or, Airline is welcome to visit CFMI's training facilities and discuss training. During
the maintenance training conference call or visit, Airline will indicate the courses selected and
arrange a mutually acceptable schedule.
* Student days = # of students X # of class days
3. Standard Maintenance Training
Standard Maintenance Training will consist of computer based training or classroom presentations
supported by training materials and, when applicable, hands on practice. Training material will be
based on ATA104 guidelines.
ATA104 Level I General Familiarization
ATA104 Level II Ramp and Transit
ATA104 Level III Line and Base Maintenance
ATA104 Level IV Specialized Training
Major Module Replacement
Module Replacement
Fan Trim Balance
Borescope Inspection
4. Optional Maintenance Training
Non standard maintenance training courses are described in the current CFMI Training Course Syllabus
and CFMI will provide a quote upon request.
5. Training at a Facility Other Than CFMI's
If requested prior to the conclusion of the maintenance training planning conference call or visit,
CFMI will conduct the classroom training described in (3), "Standard Maintenance Training" at a
mutually acceptable alternate training site, subject to the following conditions.
5.1 Airline will be responsible for providing acceptable classroom space and training equipment
required to present the CFMI courseware.
5.2 Airline will pay CFMI's travel and living charges for each CFMI instructor for each day, or
fraction thereof, such instructor is away from Springdale, Ohio, including travel time.
5.3 Airline will reimburse CFMI for round trip transportation for CFMI's instructors and
training materials between Springdale, Ohio and such alternate training site.
5.4 Those portions of the training that require the use of CFMI's training devices shall be
conducted at CFMI designated facilities.
6. Supplier Training
The standard maintenance training includes sufficient information on the location, operation and
servicing of engine equipment, accessories and parts provided by suppliers to support line
maintenance functions.
If Airline requires additional maintenance training with respect to any supplier provided equipment,
accessories or parts, Airline will schedule such training directly with the supplier.
7. Student Training Material
7.1 Manuals
When required, CFMI will provide, at the beginning of each maintenance training course, one
set of training manuals, or equivalent, for each student attending such course.
7.2 Other Training Material
CFMI will provide one set of the following training material, per course, as applicable.
Video Tapes CFMI will lend a set of video tapes on3/4inch U matic or1/2inch VHS
cassettes in NTSC, PAL or SECAM standard, as selected by Airline.
SECTION VI CUSTOMER SERVICE
A. CFMI shall assign to Airline at no charge, a Customer Support Manager located at CFMI's factory to
provide and coordinate appropriate liaison between the Airline and CFMI's factory personnel.
B. CFMI shall also make available to Airline on an as required basis, at no charge, a Field Service
Representative as CFMI's representative at Airline's maintenance base plus a Shop Specialist to be
assigned by CFMI to the engine shop facility selected by Airline. These specialists will assist
Airline in areas of unscheduled maintenance action and scrap approval and will provide rapid
communication between Airline's maintenance base and CFMI's factory personnel.
SECTION VII PRODUCT SUPPORT ENGINEERING
Factory based engineers who are specialized in powerplant engineering problems are available, at no charge to
Airline, to make visits to Airline as mutually agreed when problems are encountered. These engineers will
coordinate with the CFM56 design engineers and Airline's powerplant engineering group. Where specific design
problems require a better understanding of Airline's experience, design engineers will work directly with
Airline's powerplant engineering personnel to solve the problem.
SECTION VIII OPERATIONS ENGINEERING
Operations Engineering survey teams are available, at no charge to Airline, to make surveys of Airline
maintenance and operating procedures as mutually agreed by Airline and CFMI. These survey teams will be able
to provide service to all Airlines operating CFM56 Engines. This group will include experienced operations
engineers who will be available for flying jump seat on CFM56 powered aircraft, and discussing operating
procedures with the crews.
SECTION IX GROUND SUPPORT EQUIPMENT
CFMI will provide to Airline, without charge, maintenance and repair tooling and fixture drawings it has
designed for the Engines. Engine maintenance tooling, lifting devices, transportation devices, and accessory
or component stands will be offered for sale to Airline by CFMI, and can also be procured from vendors.
SECTION X GENERAL CONDITIONS CFM56 PRODUCT SUPPORT PLAN
A. Airline will maintain adequate operational and maintenance records and make these available for CFMI
inspection.
B. The warranty and guarantee provisions of this CFM56 Product Support Plan will not apply to any Product
if it has been reasonably determined the Engine or any Parts thereof:
o Has not been properly installed or maintained; or
o Has been operated contrary to applicable CFMI recommendations as contained in its
Manual, Bulletins, or other written instructions delivered to Airline; or
o Has been repaired or altered outside of CFMI facilities in such a way as to impair its
safety of operation or efficiency; or
o Has been subjected to misuse, neglect or accident; or
o Has been subjected to Foreign Object Damage; or
o Has been subjected to any other defect or cause not within the control of CFMI; or
o Has been subjected to the control or use of another engine manufacturer; or
o Has not been sold originally by CFMI to Airline for commercial use or installed in
aircraft sold by the aircraft manufacturer to Airline.
C. The express provisions of this CFM56 Product Support Plan set forth the maximum liability of CFMI with
respect to claims of any kind, including negligence, arising out of manufacture, sale, possession, use
or handling of the Products or Parts thereof or therefor, and in no case shall CFMI's liability to
Airline *. In no event shall CFMI or Airline be liable for incidental or consequential damages. As
used herein the term "CFMI" shall be deemed to include GE, SNECMA and CFMI.
D. Except as provided in the Vendor Warranty Back up provisions in Paragraph F. of Section II hereof, no
Parts Credit Allowance will be granted and no claim for loss or liability will be recognized by CFMI
for Parts of the Engine whether original, repair, replacement, or otherwise, unless sold originally by
CFMI to Airline for commercial use or installed in aircraft sold by the aircraft manufacturer to
Airline.
E. Airline shall apprise CFMI of any Failure subject to the conditions of this CFM56 Product Support Plan
within sixty (60) days after Airline's discovery of such Failure. Any Part for which a Parts Credit
Allowance is requested by Airline shall be returned to CFMI upon specific request by CFMI. Upon return
to CFMI, such Part shall become the property of CFMI unless CFMI directs otherwise. Transportation
expenses shall be borne by CFMI.
F. The warranty applicable to a replacement Part provided under the terms of the New Engine Warranty or
New Parts Warranty shall be the same as the warranty on the original Part. The unexpired portion of
the applicable warranty will apply to Parts repaired under the terms of such warranty;
=
G. Airline will cooperate with CFMI in the development of Engine operating practices, repair procedures,
and the like with the objective of improving Engine operating costs.
H. Except as provided in the Warranty Pass On provisions in Paragraph E. of Section II hereof, this
Product Support Plan applies only to the original purchaser of the CFM56 Engine, except that (i)
installed Engines supplied to Airline through the aircraft manufacturer shall be considered as original
Airline purchases covered by this Product Support Plan, and (ii) the provisions of Section II.J
(Special Guarantees) and Section V (Technical Training) shall also apply to Airline's new leased
Aircraft; provided that the lessor with respect to such Aircraft agrees to waive any rights it may have
to receive similar product support with respect to such Aircraft.
I. Airline will provide CFMI a report identifying serialized rotating parts which have been scrapped by
Airline. Format and frequency of reporting will be mutually agreed to by Airline and CFMI.
ATTACHMENT A
BASIS AND CONDITIONS FOR SPECIAL GUARANTEES
A. General Conditions
The Guarantees offered herein have been developed specifically for Airline's new installed and spare
CFM56 5B5/P engines (hereinafter referred to as the "Engine(s)"), whether leased or purchased. They
are offered to Airline contingent upon:
*
B. Exclusions
*
C. Administration
*
D. Miscellaneous
The General Conditions described in Exhibit B (Product Support Plan) of the General Terms Agreement
between CFMI and Airline apply to the guarantees.
ATTACHMENT B
DEFINITIONS FOR DELAY AND
CANCELLATION RATE GUARANTEE
*
EXHIBIT C
ESCALATION
*
EXHIBIT D
PAYMENT TERMS
*
EXHIBIT E
TECHNICAL DATA
*
