* Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as "*". A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
Exhibit 10.1
A320 FAMILY
PURCHASE AGREEMENT
BETWEEN
AIRBUS INDUSTRIE
AND
TAM
TRANSPORTES AEREOS REGIONAIS
CONTENTS
CLAUSES TITLES
------- ------
0 PURCHASE AGREEMENT
1 SALE AND PURCHASE
2 SPECIFICATION CHANGES
3 PRICES AND TAXES
4 PRICE REVISION FORMULAE
5 PAYMENT TERMS
6 PLANT REPRESENTATIVES - INSPECTION
7 CERTIFICATION
8 BUYER'S TECHNICAL ACCEPTANCE
9 DELIVERY
10 EXCUSABLE DELAY
11 NON EXCUSABLE DELAY
12 WARRANTIES AND SERVICE LIFE POLICY
13 PATENT - INDEMNITY
14 TECHNICAL PUBLICATIONS
15 SELLER REPRESENTATIVES
16 TRAINING AND TRAINING AIDS
17 VENDOR PRODUCT SUPPORT
18 BUYER FURNISHED EQUIPMENT AND DATA
19 DATA RETRIEVAL
20 TERMINATION
21 ASSIGNMENT
22 MISCELLANEOUS PROVISIONS
CONTENTS
EXHIBITS TITLES
-------- ------
Exhibit "A" SPECIFICATION
Exhibit "B" S.C.N.FORM
Exhibit "C" SERVICE LIFE POLICY - ITEMS OF PRIMARY STRUCTURE
Exhibit "D" MANUALS
Exhibit "E" SPARE PARTS PROCUREMENT
Letter Agreement No 1: *
Letter Agreement No 2: A319 PERFORMANCE GUARANTEES
Letter Agreement No 3: A320 PERFORMANCE GUARANTEES
Letter Agreement No 4: OPTION AIRCRAFT
Letter Agreement No 5: PRODUCT SUPPORT SERVICES
Letter Agreement No 6: *
Letter Agreement No 7: *
Letter Agreement No 8: *
Letter Agreement No 9: *
A320 FAMILY PURCHASE AGREEMENT
This Agreement is made as of the 19 day of March 1998
BETWEEN
AIRBUS INDUSTRIE, having its principal office at:
0 Xxxx-Xxxxx Xxxxxxx Xxxxxxxx
00000 XXXXXXX - XXXXX
XXXXXX
(hereinafter referred to as the "Seller") of the one part
AND
T.A.M. - TRANSPORTES AEREOS REGIONAIS, having its principal office at:
Rua Monsenhor Xxxxxxx Xxxx, 94
JD Aeroporto
CEP - 04357-080
SAO PAULO
BRAZIL
(hereinafter referred to as the "Buyer") of the other part.
WHEREAS
A- The Seller is a "Groupement d'Interet Economique" created and existing
under French Law and established under Ordonnance No 67-821 dated September
23, 1967 of the Republic of FRANCE.
B- The Members of the Seller are:
(1) AEROSPATIALE, SOCIETE NATIONALE INDUSTRIELLE,
whose principal office is at:
00, Xxxxxxxxx Xxxxxxxxxxx
00000 XXXXX
XXXXXX,
(2) DAIMLER-BENZ AEROSPACE AIRBUS GmbH,
whose principal office is at:
Kreetslag 10
Xxxxxxxx 00 00 00
00000 - XXXXXXX
XXXXXXX XXXXXXXX OF GERMANY,
(3) CONSTRUCCIONES AERONAUTICAS S.A.,
whose principal office is at:
Xxxxxxx xx Xxxxxx, 000
00000 XXXXXX
XXXXX
and
(4) BRITISH AEROSPACE (OPERATIONS) LTD,
whose principal office is at:
Warwick House
P.O. Box 87
Famborough Aerospace Centre
Famborough
HANTS GU14 6YU
GREAT BRITAIN.
C- Each of the Members of the Seller is (after service on the Seller by
"huissier", of notice to perform) jointly and severally liable with the
other Members (but not with the Seller) for all due and unperformed
liabilities and obligations of the Seller (subject to any defences which
may be available to the Seller or to that Member personally or to all the
Members together).
D- The Buyer wishes to purchase and the Seller is willing to sell thirty eight
(38) A319 Aircraft and A320 Aircraft equipped with a set of two (2)
Propulsion Systems installed thereon (hereinafter individually or
collectively referred to as the "Aircraft") together with certain other
spare parts, equipment and services more particularly described herein.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
CONTENTS
CLAUSE TITLE
------ -----
1- SALE AND PURCHASE
1.1 Scope
1.2 Aircraft Specification
1.3 Propulsion Systems
1- SALE AND PURCHASE
1.1 Scope
The Seller shall sell and supply and the Buyer shall buy and take delivery
of thirty eight (38) Aircraft of the A319-100 and A320-200 type and also
spare parts (pursuant to Exhibit "E") upon the terms and conditions
contained in this Agreement, together with the Exhibits "A" thru "E"
attached hereto which shall constitute an integral part of the Agreement.
1.2 Aircraft Specification
1.2.1 The Aircraft shall be manufactured in accordance with:
- For the A319-100, the Standard Specification Document No J.000.01000,
Issue 3 dated March 29th, 1995 plus Temporary Revision No 1 dated
August 25th, 1995 with the following design weights: MTOW: 75.5 tons,
MLW: 62.5 tons, MZFW: 58.5 tons, a copy of which has been initialled
on its effective pages for the purpose of identification by or on
behalf of the parties and is annexed hereto as Exhibit "A".
- For the A320-200, the Standard Specification Document No D.000.02000,
Issue 4 dated March 30th, 1995 with the following design weights:
MTOW: 77 tons, MLW: 64.5 tons, MZFW: 61 tons, a copy of which has been
initialled on its effective pages for the purpose of identification by
or on behalf of the parties and is annexed hereto as Exhibit "A".
Said Standard Specification as modified by the Specification Change Notices
(SCNs) listed in Appendix 1 to Exhibit "A" for the A319-100 and Appendix 2
to Exhibit "A" for the A320-200 shall constitute the Buyer's detailed
Specification and is hereinafter referred to as the "Specification".
The SCN form is annexed hereto as Exhibit "B".
1.2.2 The Specification may be modified or varied pursuant to the provisions of
Clauses 2, 7 and 18.
1.2.3 In the event of any inconsistency between the Specification and any other
part of this Agreement, the latter shall prevail to the extent of such
inconsistency.
1.3 Propulsion Systems
The Aircraft shall be equipped with a set of two (2) Propulsion Systems:
- For the A319-100: INTERNATIONAL AERO ENGINES IAE V2524-A5.
- For the A320-200: INTERNATIONAL AERO ENGINES IAE V2527-A5.
CONTENTS
CLAUSE TITLE
------ -----
2- SPECIFICATION CHANGES
2.1 Specification Change Notice
2.2 Effect on Aircraft Price
2.3 Development Changes
2.4 Customization Milestones Chart
2- SPECIFICATION CHANGES
2.1 Specification Change Notice
The Specification may be amended by written agreement between the parties
in a Specification Change Notice (hereinafter referred to as a "SCN") which
shall set forth in detail the particular change to be made therein and the
effect, if any, of such change on design, performance, weight, time of
delivery, price of the Aircraft, and on the text of the Specification.
A specimen copy of a SCN form is attached hereto as Exhibit "B".
2.2 Effect on Aircraft Price
The possible effect of changes on the price of the Aircraft shall be agreed
before signature of the relevant SCN form.
*
2.3 Development Changes
The Specification may also be revised by the Seller without Buyer's consent
in order to incorporate development changes if such changes do not
adversely affect price, delivery, weight or performance of the Aircraft,
interchangeability or replaceability requirements under the Specification.
Development changes are changes deemed necessary to correct defects,
improve the Aircraft, prevent delay or ensure compliance with this
Agreement.
CONTENTS
CLAUSE TITLE
------ -----
3- PRICES AND TAXES
3.1 Basic Price of the Aircraft
3.2 Final Price of the Aircraft
3.3 Taxes
3- PRICES AND TAXES
3.1 Basic Price of the Aircraft
The Basic Price of the Aircraft is the sum of :
- the Basic Price of the Airframe as defined in sub-Clause 3.1.1 and
- the Basic Price of the Propulsion Systems as defined in sub-Clause
3.1.2 ;
and is exclusive of any variation resulting from price revision provisions
and, if any, other provisions of this Agreement.
3.1.1 Basic Price of the Airframe
The Basic Price of the Airframe is the sum of:
(i) the basic price of the airframe as defined in the Standard
Specification described in sub-Clause 1.2.1, which is :
- For the A319-100 Aircraft
*
- For the A320-200 Aircraft
*
(ii) the basic price of all the SCNs defined and listed in :
- Appendix 1 to Exhibit "A" for the A319-100 Aircraft
*
- Appendix 2 to Exhibit "A" for the A320-200 Aircraft
*
The basic prices have been established in accordance with the delivery
conditions prevailing in January 1997 and are subject to adjustment in
accordance with the Seller's Price Revision Formula set forth in sub-Clause
4.1.
3.1.2 Basic Price of the Propulsion Systems
The basic price of a set of two (2) Propulsion Systems including standard
equipment, nacelles and thrust reversers is :
- For the A319-100 Aircraft
With INTERNATIONAL AERO ENGINES IAE V2524-A5 :
*
- For the A320-200 Aircraft
With INTERNATIONAL AERO ENGINES IAE V2527-A5 :
*
Said basic prices have been established in accordance with the delivery
conditions prevailing in January 1997 and have been calculated from the
Reference Price of the Propulsion Systems indicated in sub-Clause 4.2.1.
Said Propulsion Systems Reference Price are subject to adjustment in
accordance with the Propulsion Systems Manufacturer Price Revision Formula
set forth in sub-Clause 4.2.
3.1.3 Validity of Propulsion Systems Price
It is understood that the above-mentioned quotation as well as Price
Revision Formula concerning the Propulsion Systems and related equipment
are based upon information received from the Propulsion Systems
Manufacturer.
3.2 Final Price of the Aircraft
The Final Price of each Aircraft shall be the sum of:
- the Basic Price of the Airframe as adjusted at the time of Aircraft
delivery in accordance with the Seller's Price Revision Formula set
forth in sub-Clause 4.1;
- the basic prices of any and all SCNs mutually agreed upon in addition
to the SCNs already taken into account in the Basic Price of the
Airframe as adjusted at the time of Aircraft delivery in accordance
with the Seller's Price Revision Formula set forth in sub-Clause 4.1
or as otherwise agreed upon;
- the installed Propulsion Systems Reference Price as adjusted at the
time of Aircraft delivery in accordance with the Price Revision
Formula set forth in sub-Clause 4.2;
- any further amount provided for or resulting from any other provisions
of this Agreement (including but not limited to Clauses 7 and 18) and
/ or any other written agreement between the Buyer and the Seller.
3.3 Taxes
3.3.1 The Seller shall pay any and all taxes, duties, imposts or similar charges
of any nature whatsoever levied, assessed, charged or collected for or in
connection with the fabrication, manufacture, assembly, sale and delivery
under this Agreement of any of the Aircraft, services, instructions and
data delivered or furnished hereunder provided such charges have been
promulgated and are enforceable under the laws of FRANCE, FEDERAL REPUBLIC
OF GERMANY, GREAT BRITAIN and SPAIN.
3.3.2 The Buyer shall bear the costs of and pay any and all taxes, duties and
similar charges of any nature whatsoever not covered by the preceding
sub-Clause 3.3.1 including but not limited to any duties or taxes due upon
or in relation to the importation or registration of the Aircraft in the
Buyer's country and/or any withholdings or deductions levied or required in
the Buyer's country in respect of the payment to the Seller of any amount
due by the Buyer hereunder.
CONTENTS
CLAUSE TITLE
------ -----
4- PRICE REVISION FORMULAE
4.1 Seller's Price Revision Formula
4.2 Propulsion Systems Manufacturer's Price Revision Formula
4- PRICE REVISION FORMULAE
4.1 Seller's Price Revision Formula
4.1.1 Basic Prices
The basic prices quoted in sub-Clause 3.1.1 are subject to adjustment for
changes in economic conditions as measured by data obtained from the US
Department of Labor, Bureau of Labor Statistics, and in accordance with the
provisions hereof.
4.1.2 Base Period
The basic prices have been established in accordance with the average
economic conditions prevailing in December 1995, January 1996, February
1996 and corresponding to a theoretical delivery in January 1997 as defined
by "ECIb" and "ICb" index values indicated hereafter.
"ECIb" and "ICb" index values indicated hereof shall not be subject to any
revision.
4.1.3 Indexes
Labor Index: "Employment Cost Index for Workers in Aerospace manufacturing"
(Aircraft manufacturing, standard industrial classification code SIC 3721,
wages and salaries, base month and year June 1989 = 100), as released by
the US Department of Labor, Bureau of Labor Statistics, on a quarterly
basis, hereinafter referred to as "ECI SIC 3721W".
The quarterly value released for a certain month (March, June, September
and December) shall be the one deemed to apply for the two preceeding
months.
Material Index: "Industrial commodities" (hereinafter referred to as "IC")
as published in "Producer Price Indexes" (Table 6. Producer price indexes
and percent changes for commodity groupings and individual items). (Base
Year 1982 = 100).
4.1.4 Revision Formula
Pn = (Pb + F)(0.75 ECIn/ECIb + 0.25 ICn/ICb)
Where :
Pn : basic price as revised at delivery of the Aircraft
Pb : basic price at economic conditions December 1995, January 1996,
February 1996 averaged (January 1997 delivery conditions)
F : (0.005 x N x Pb)
where N = the calendar year of delivery of the Aircraft minus 1997
ECIn : the arithmetic average of the latest published values of the ECI SIC
3721W-Index available at the date of Aircraft delivery for the 11th,
12th and 13th month prior to the month of Aircraft delivery
EClb : ECI SIC 3721W-Index for December 1995, January 1996, February 1996
averaged (= 128.7)
ICn : the arithmetic average of the latest published values of the
IC-Index available at the date of Aircraft delivery for the 11th,
12th and 13th month prior to the month of Aircraft delivery
ICb : IC-Index for December 1995, January 1996, February 1996 averaged (=
126.2)
4.1.5 General Provisions
4.1.5.1 Roundings
The Labor Index average and the Material Index average shall be computed to
the first decimal. If the next succeeding place is five (5) or more, the
preceding decimal place shall be raised to the next higher figure.
Each quotient shall be rounded to the nearest ten-thousandth (4 decimals).
If the next succeeding place is five (5) or more, the preceding decimal
place shall be raised to the next higher figure.
The final factor shall be rounded to the nearest ten-thousandth (4
decimals).
The final price shall be rounded to the nearest whole number (0.5 or more
rounded to 1).
4.1.5.2 Substitution of Indexes
In the event that:
(i) the U.S. Department of Labor substantially revises the methodology of
calculation of any of the indexes referred to hereabove, or
(ii) the U.S. Department of Labor discontinues, either temporarily or
permanently, any of the indexes referred to hereabove, or
(iii) the data samples used to calculate any of the indexes referred to
hereabove are substantially changed,
the Seller shall select a substitute index and will provide the Buyer with
the necessary justification with regards to this substitute index to allow
its approval.
Such substitute index shall reflect as closely as possible the actual
variations of the wages or of the material costs, as the case may be, used
in the calculation of the original index.
As a result of this selection of a substitute index, the Seller shall make
an appropriate adjustment to its price revision formula, allowing to
combine the successive utilization of the original index and of the
substitute index.
4.1.5.3 Final Index Values
The Index values as defined in sub-Clause 4.1.4 above shall be considered
final and no further adjustment to the basic prices as revised at delivery
of the Aircraft shall be made after Aircraft delivery for any subsequent
changes in the published Index values.
4.2 Propulsion System Manufacturer's Price Revision Formula
4.2.1 Reference Price of the Propulsion Systems
- For the A319-100 Aircraft
The Reference Price of a set of two (2) INTERNATIONAL AERO ENGINES IAE
V2524-A5 Propulsion Systems is:
*
- For the A320-200 Aircraft
The Reference Price of a set of two (2) INTERNATIONAL AERO ENGINES IAE
V2527-A5 Propulsion Systems is:
*
These Reference Prices are subject to adjustment for changes in economic
conditions as measured by data obtained from the US Department of Labor,
Bureau of Labor Statistics and in accordance with the provisions of
sub-Clauses 4.2.4 and 4.2.5.
4.2.2 Reference Period
The above Reference Price has been established in accordance with the
economic conditions prevailing in September 1996 as defined, by
INTERNATIONAL AERO ENGINES by the "HEb", "MMPb" and "EPb" index values
indicated in sub-Clause 4.2.4.
4.2.3 Indexes
Labor Index: "Aircraft engines and engine parts" Standard Industrial
Classification 3724 - Average hourly earnings (hereinafter referred to as;
"HE") as published in "Employment and Earnings" (Establishment Data-Hours
and Earnings not seasonally adjusted Table B-15. Average hours and earnings
of production or nonsupervisory workers on private nonfarm payrolls by
detailed industry).
Material Index: "Metals and metal products" Code 10 (hereinafter referred
to as "MMP") as published in "Producer Price Indexes" (Table 6. Producer
price indexes and percent changes for commodity groupings and individual
items). (Base Year 1982=100).
Energy Index: "Fuels and related products and power" Code 5 (hereinafter
referred to as "EP") as published in "Producer Price Indexes" (Table 6.
Producer price indexes and percent changes for commodity groupings and
individual items). (Base Year 1982 = 100).
4.2.4 Revision Formula
Pn = Pb x (.60 HEn/HEb + .30 MMPn/MMPb + .10 EPn/EPb)
where :
Pn : revised Reference Price at Aircraft delivery.
Pb : Reference Price at economic conditions September 1996.
HEn : HE-lndex SIC 3724 for the fourth (4th) month prior to the month of
Aircraft delivery.
HEb : HE-lndex IC 3724 for September 1996 (= 18.40).
MMPn : MMP-lndex for the fourth (4th) month prior to the month of Aircraft
delivery.
MMPb : MMP-lndex for September 1996 (= 130.0).
EPn : EP-lndex for the fourth (4th) month prior to the month of Aircraft
delivery.
EPb : EP-lndex for September 1996 (= 87.1).
4.2.5 GENERAL PROVISIONS
4.2.5.1 Roundings
Each factor (.60 HEn/HEb, .30 MMPn/MMPb, .10 EPn/EPb) shall be rounded to
the nearest fourth decimal place.
After final computation Pn shall be rounded to the nearest whole number
(0.5 rounds to 1).
4.2.5.2 Final Index Values
The revised Reference Price at the date of Aircraft delivery shall not be
subject to any further adjustments in the indexes.
If no final index values are available for the applicable month, the then
published preliminary figures shall be the basis on which the revised
Reference Price shall be computed.
4.2.5.3 Interruption of Index Publication
If the US Department of Labor substantially revises the methodology of
calculation or discontinues any of these indexes referred to hereabove, the
Seller shall reflect the substitute for the revised or discontinued index
selected by INTERNATIONAL AERO ENGINES, such substitute index to lead in
application to the same adjustment result, insofar as possible, as would
have been achieved by continuing the use of the original index as it may
have fluctuated had it not been revised or discontinued.
Appropriate revision of the formula shall be made to accomplish this
result.
4.2.5.4 Annulment of Formula
Should the above escalation provisions become null and void by action of
the US Government, the Reference Price shall be adjusted due to increases
in the costs of labor, material and fuel which have occurred from the
period represented by the applicable Reference Price Indexes to the fourth
(4th) month prior to the scheduled month of Aircraft delivery.
4.2.5.5 Limitation
Should the revised Reference Price be lower than the Reference Price, the
final price shall be computed with the Reference Price.
CONTENTS
CLAUSE TITLE
------ -----
5- PAYMENT TERMS
5.1 Seller's Account
5.2 Payment of the Aircraft
5.3 Other Charges
5.4 General
5- PAYMENT TERMS
5.1 Seller's Account
The Buyer shall pay the final price of each Aircraft or any invoice to the
Seller's account No 74.65 159 2 000 with:
NATEXIS GROUPE
48 Xxxxxx Xxxxxxxx Xxxxxxx
00000 XXXXXXXX
XXXXXX
or to such other account as may be designated by the Seller, sufficiently
in advance to allow the Buyer to perform the payment accordingly.
5.2 Payment of the Aircraft
The Final Price of each Aircraft as defined in sub-Clause 3.2 shall be paid
in accordance with the following terms and conditions:
5.2.1 Predelivery Payments
The Buyer shall make predelivery payments calculated on the Predelivery
Payment Reference Price of the Aircraft.
5.2.1.1 The Predelivery Payment Reference Price is defined as:
A = Pb * + * N)
where :
A : the Predelivery Payment Reference Price for Aircraft to be delivered
in year T;
T : the year of delivery of the relevant Aircraft as provided for in
sub-Clause 9.1;
Pb : the Basic Price of the Aircraft as defined in sub-Clause 3.1;
N : (T-1997).
5.2.1.2 Such predelivery payments shall constitute an instalment for the Final
Price of the Aircraft for each firmly ordered Aircraft and shall be made in
accordance with the following schedule:
percentage of
Predelivery Payment
Due Date of Payments Reference Price
-------------------- -------------------
*
On the first day of each of the
following month prior to the scheduled
month of delivery:
*
TOTAL PAYMENT PRIOR TO AIRCRAFT DELIVERY
5.2.2 Balance of the Final Price of the Aircraft
Concurrently with the Aircraft delivery and on receipt of the Seller's
invoice, the Buyer shall pay to the Seller the Final Price of the Aircraft
as defined in sub-Clause 3.2 less the total amount of the predelivery
payments received by the Seller and set forth in sub-Clause 5.2.
5.3 Other Charges
If not expressly stipulated otherwise any other charges due under this
Agreement other than those mentioned in sub-Clause 5.2 shall be paid by the
Buyer concurrently with the Aircraft delivery *
5.4 General
5.4.1 All payments provided for in this Agreement shall be made in United States
Dollars (USD) in immediately available funds if not otherwise agreed upon.
5.4.2 All payments due to the Seller hereunder shall be made in full, without
set-off, counterclaim, deduction or withholding of any kind. Consequently,
the Buyer shall procure that the sums received by the Seller under this
Agreement shall be equal to the full amounts expressed to be due to the
Seller hereunder, without deduction or withholding on account of and free
from any and all taxes, levies, imposts, dues or charges of whatever
nature. If the Buyer is compelled by law to make any such deduction or
withholding the Buyer shall pay such additional amounts as may be necessary
in order that the net amount received by the Seller after such deduction or
withholding shall equal the amounts which would have been received in the
absence of such deduction or withholding.
*
5.4.3 If any payment due to the Seller under this Agreement including but not
limited to any predelivery payment, deposit, option fees for the Aircraft
as well as any payment for any spare parts, data, documents, training and
services due to the Seller is not received on the due date, without
prejudice to the Seller's other rights under this Agreement, the Seller
shall be entitled to interest for late payment calculated on the amount due
from and including the due date of payment up to the date when the payment
is received by the Seller at a rate equal to
*
5.4.4 If any predelivery payment is not received on the date(s) as specified in
this Clause or as may be subsequently agreed upon in writing between the
parties, then the Seller will advise the Buyer in writing and in addition
to any other rights and remedies available, the Seller shall have the right
to set back the delivery date of the Aircraft by a period of * for each *
days such payment is delayed.
Furthermore, if such delay is greater than * days, the Seller shall have no
obligation to deliver the Aircraft at the date quoted in sub-Clause 9.1 as
modified as per the above Paragraph of this sub-Clause 5.4.4. Upon receipt
of the full due payment of the delayed predelivery payment, the Seller
shall indicate the new delivery date consistent with the Seller's other
commitments and production capabilities.
CONTENTS
CLAUSE TITLE
------ -----
6- PLANT REPRESENTATIVES - INSPECTION
6.1 Aircraft Inspection
6.2 Seller's Service
6.3 Inspection Requirements
6.4 Indemnities
6- PLANT REPRESENTATIVES - INSPECTION
6.1 Aircraft Inspection
6.1.1 The manufacture of the Aircraft by the Seller and all materials and parts
obtained by it therefor shall at all reasonable times during business hours
be open to inspection by duly authorized representatives of the Buyer at
the Members' works and if possible at the facilities of Seller's
sub-contractors.
The representatives shall in order to carry out the aforesaid inspection
have access to such relevant technical data as is reasonably necessary for
this purpose (except that if access to any part of the works where
construction is in progress or materials or parts are stored is restricted
for security reasons, the Seller shall be allowed a reasonable time to make
the items available for inspection elsewhere).
The actual detailed inspection of the Aircraft, materials and parts thereof
shall only take place in the presence of the respective inspection
department personnel of the Seller.
This inspection shall be made according to a procedure to be agreed upon
with the Buyer.
All inspections, examinations and discussions with the Seller and other
personnel by the Buyer and its said representatives shall be performed in
such manner as not unduly to delay or hinder the manufacture or assembly of
the Aircraft or the proper performance of this Agreement by the Seller or
its sub-contractors or any other work in progress in the respective works.
6.2 Seller's Service
For this purpose and commencing with the date of this Agreement until the
delivery of the last Aircraft, the Seller shall furnish without additional
charge suitable space and office equipment in or conveniently located with
respect to the Aircraft final assembly line for the use of a reasonable
number of Buyer's representatives.
6.3 Inspection Requirements
The Aircraft shall be manufactured in accordance with the relevant
requirements of the Governments of the Members of the Seller as enforced by
their respective Aviation Authorities and shall only be inspected under the
Seller's own systems of inspection as approved by and under the supervision
of the above Aviation Authorities.
6.4 Indemnities
6.4.1 THE SELLER SHALL BE SOLELY LIABLE FOR, AND HEREBY INDEMNIFIES AND HOLDS
HARMLESS THE BUYER, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL
LIABILITIES, DAMAGES, LOSSES, COSTS AND EXPENSES FOR ALL INJURIES TO AND
DEATHS OF PERSONS (EXCEPTING INJURIES TO AND DEATH OF THE BUYER'S
REPRESENTATIVES PARTICIPATING IN ANY GROUND CHECK, TECHNICAL ACCEPTANCE
FLIGHT, CHECK AND CONTROLS UNDER THIS CLAUSE) AND FOR LOSS OF OR DAMAGE TO
PROPERTY, ARISING OUT OF OR IN CONNECTION WITH ANY GROUND CHECK, TECHNICAL
ACCEPTANCE FLIGHT, CHECK OR CONTROLS UNDER THIS CLAUSE EXCEPT WHEN DUE TO
GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE BUYER.
6.4.2 THE BUYER HEREBY INDEMNIFIES AND HOLDS HARMLESS THE SELLER, ITS OFFICERS,
AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES,
COSTS AND EXPENSES FOR INJURIES TO OR DEATH OF THE BUYER'S SAID
REPRESENTATIVES DURING ANY GROUND CHECK, TECHNICAL ACCEPTANCE FLIGHT, CHECK
AND CONTROLS UNDER THIS CLAUSE EXCEPT WHEN DUE TO GROSS NEGLIGENCE OR
WILFUL MISCONDUCT OF THE SELLER.
6.4.3 IN THE EVENT ANY CLAIM IS MADE OR SUIT IS BROUGHT AGAINST EITHER PARTY FOR
DAMAGES, DEATH, INJURY OR LOSS, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY
THE OTHER PARTY IN ACCORDANCE WITH THE PROVISIONS OF SUB-CLAUSES 6.4.1 OR
6.4.2, SAID PARTY AGAINST WHOM CLAIM IS SO MADE OR SUIT IS SO BROUGHT SHALL
PROMPTLY GIVE NOTICE TO THE OTHER PARTY, AND THE LATTER SHALL EITHER ASSUME
AND CONDUCT THE DEFENCE THEREOF, OR EFFECT ANY SETTLEMENT WHICH IT, IN ITS
OPINION, DEEMS PROPER.
CONTENTS
CLAUSE TITLE
------ -----
7- CERTIFICATION
7.1 Type Certification
7.2 Certificate of Airworthiness for Export
7.3 Validation of the Certificate of Airworthiness for Export
7- CERTIFICATION
7.1 Type Certification
The Aircraft has been type certificated under Joint Aviation Authorities
(JAA) procedures for joint certification in the transport category.
The Seller has obtained the relevant Type Certificates (or equivalent) to
allow the issuance of the Certificate of Airworthiness for Export.
7.2 Certificate of Airworthiness for Export
7.2.1 The Aircraft final assembly line being located either in FRANCE or in
FEDERAL REPUBLIC OF GERMANY, it shall therefore be delivered to the Buyer
with a Certificate of Airworthiness for Export issued by the "Direction
Generale de I'Aviation Civile" (DGAC) for the A320-200 Aircraft or by the
"Luftfahrt-Bundesant" (LBA) for the A319-100 Aircraft, valid for export of
the Aircraft to Brazil.
7.2.2 If any law or regulation is promulgated or becomes effective or an
interpretation of any law is issued before an Aircraft purchased under this
Agreement is "ready for delivery" to the Buyer (as that expression is
defined in sub-Clause 9.3) and which law, regulation or interpretation
requires any change to the Specification as it may be modified pursuant to
Clause 2 in order to obtain the Certificate of Airworthiness for Export as
hereinabove provided for such Aircraft, the Seller shall make the requisite
variation or modification. The costs thereof shall be borne
*
In the event of such a variation or modification being made pursuant to
this sub-Clause, the parties hereto shall sign a SCN, in which the
effects, if any, upon guaranteed performances, weights, interchangeability
and delivery shall be specified.
7.2.3 Notwithstanding the provisions of sub-Clause 7.2.2, if any such change is
applicable to Propulsion Systems and in particular to Engines, engine
accessories, quick engine change units or thrust reversers,
*
7.2.4 The Seller shall as far as practicable take into account the information
available to it concerning any proposed new regulations of the Seller's
Aviation Authorities in order to minimize the costs of changes which may
appear necessary to obtain the Certificate of Airworthiness for Export from
the DGAC after such proposed new regulations have become mandatory.
7.3 Validation of the Certificate of Airworthiness for Export
7.3.1 The Seller shall endeavour to obtain the validation of the above
certificate by the Buyer's Aviation Authorities.
7.3.2 Where the Buyer's Aviation Authorities require a modification to comply
with additional import aviation requirements and/or supply of additional
data, prior to the issuance of the first Certificate of Airworthiness for
Export, the Seller shall incorporate such modification and/or provide such
data at costs to be borne by the Buyer.
CONTENTS
CLAUSE TITLE
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8- BUYER'S TECHNICAL ACCEPTANCE
8.1 Time, Place and Scheduling
8.2 Technical Acceptance
8.3 Certificate of Acceptance
8.4 Aircraft Utilization
8.5 Indemnities
8- BUYER'S TECHNICAL ACCEPTANCE
8.1 Time, Place and Scheduling
The Seller shall give to the Buyer not less than * days notice in writing
of the proposed time when the Buyer's technical acceptance process shall be
conducted and in the event of the Buyer electing to attend the said
process, the Buyer shall co-operate in complying with the reasonable
requirements of the Seller with the intention of completing the technical
acceptance within * working days after commencement.
The technical acceptance shall take place at the Aircraft final assembly
line and shall be carried out by the personnel of the Seller (accompanied,
if the Buyer so wishes, by representatives of the Buyer up to a total of *
acting as observers, not more than * to have access to the cockpit at any
one time). During technical acceptance flight, these representatives shall
comply with the instructions of the Seller's representatives. The Seller
shall not normally be required in the course of such technical acceptance
to fly any of the Aircraft for an aggregate period of time in excess of *
hours.
Failure to attend the technical acceptance process or failure so to
co-operate shall entitle the Seller to complete them in the absence of the
Buyer who shall be deemed to have accepted the processing as satisfactory
in all respects.
8.2 Technical Acceptance
The technical acceptance process shall demonstrate the satisfactory
functioning of the Aircraft and its equipment in accordance with the
established Aircraft acceptance procedure proposed by the Seller. Should it
be established from the processing that an Aircraft does not comply with
the said acceptance procedure, the Seller shall without hindrance from the
Buyer be entitled to carry out any necessary changes and as soon as
practicable thereafter resubmit the Aircraft to such final processing as to
demonstrate the elimination of the non-compliance.
The successful compliance with Seller's proposed Aircraft acceptance
procedure shall be deemed to demonstrate compliance with the Specification.
8.3 Certificate of Acceptance
Upon successful completion of the said technical acceptance processing the
Buyer shall forthwith give to the Seller a signed Certificate of Acceptance
in respect of the Aircraft. Should the Buyer fail to deliver the said
Certificate of Acceptance then the Buyer shall be deemed to be in default
as though it had without warrant rejected delivery of the Aircraft when
duly tendered to it hereunder and shall thereafter bear all risk of loss or
damage to the Aircraft and all costs and consequences resulting from such
delay in delivery including, but not limited to costs of storage, parking
and insurance.
8.4 Aircraft Utilization
The Seller shall, without payment or other liability, be entitled to use
the Aircraft prior to delivery as may be necessary to obtain the
certificates required under Clause 7, and such use shall not prejudice the
buyer's obligation to accept delivery of the Aircraft hereunder.
8.5 Indemnities
8.5.1 THE SELLER SHALL BE SOLELY LIABLE FOR, AND HEREBY INDEMNIFIES AND HOLDS
HARMLESS THE BUYER, ITS OFFICERS, AGENTS AND EMPLOYEES FROM AND AGAINST ALL
LIABILITIES. DAMAGES, LOSSES, COSTS AND EXPENSES FOR ALL INJURIES TO AND
DEATH OF PERSONS (EXCEPTING INJURIES TO AND DEATH OF THE BUYER'S
REPRESENTATIVES PARTICIPATING IN ANY GROUND CHECK OR TECHNICAL ACCEPTANCE
FLIGHT UNDER THIS CLAUSE) AND FOR LOSS OF OR DAMAGE TO PROPERTY, ARISING
OUT OF OR IN CONNECTION WITH THE OPERATION OF THE AIRCRAFT DURING ANY
GROUND CHECK OR TECHNICAL ACCEPTANCE FLIGHT UNDER THIS CLAUSE EXCEPT WHEN
DUE TO GROSS NEGLIGENCE OR WILFUL MISCONDUCT OF THE BUYER.
8.5.2 THE BUYER HEREBY INDEMNIFIES AND HOLDS HARMLESS THE SELLER, ITS OFFICERS,
AGENTS AND EMPLOYEES FROM AND AGAINST ALL LIABILITIES, DAMAGES, LOSSES,
COSTS AND EXPENSES FOR INJURIES TO OR DEATH OF THE BUYER'S SAID
REPRESENTATIVES DURING ANY GROUND CHECK OR TECHNICAL ACCEPTANCE FLIGHT
UNDER THIS CLAUSE EXCEPT WHEN DUE TO GROSS NEGLIGENCE OR WILFUL MISCONDUCT
OF THE SELLER.
8.5.3 IN THE EVENT ANY CLAIM IS MADE OR SUIT IS BROUGHT AGAINST EITHER PARTY FOR
DAMAGES, DEATH, INJURY OR LOSS, THE LIABILITY FOR WHICH HAS BEEN ASSUMED BY
THE OTHER PARTY IN ACCORDANCE WITH THE PROVISIONS OF SUB-CLAUSES 8.5.1 OR
8.5.2, SAID PARTY AGAINST WHOM CLAIM IS SO MADE OR SUIT IS SO BROUGHT,
SHALL PROMPTLY GIVE NOTICE TO THE OTHER PARTY, AND THE LATTER SHALL EITHER
ASSUME AND CONDUCT THE DEFENCE THEREOF, OR EFFECT ANY SETTLEMENT WHICH IT,
IN ITS OPINION, DEEMS PROPER.
CONTENTS
CLAUSE TITLE
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9- DELIVERY
9.1 Delivery Schedule
9.2 Seller's Notification
9.3 Aircraft Ready for Delivery
9.4 Delivery
9.5 Fly Away
9- DELIVERY
9.1 Delivery Schedule
Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall
have the Aircraft ready for delivery at the Aircraft final assembly line in
the following months:
Delivery Date Aircraft Type
------------- -------------
-Aircraft No 1...
-Aircraft No 2...
-Aircraft No 3...
-Aircraft No 4...
-Aircraft No 5...
-Aircraft No 6...
-Aircraft No 7...
-Aircraft No 8...
-Aircraft No 9...
-Aircraft No 10...
-Aircraft No 11...
-Aircraft No 12...
-Aircraft No 13...
-Aircraft No 14...
-Aircraft No 15...
-Aircraft No 16...
-Aircraft No 17...
-Aircraft No 18...
-Aircraft No 19... *
-Aircraft No 20...
-Aircraft No 21...
-Aircraft No 22...
-Aircraft No 23...
-Aircraft No 24...
-Aircraft No 25...
-Aircraft No 26...
-Aircraft No 27...
-Aircraft No 28...
-Aircraft No 29...
-Aircraft No 30...
-Aircraft No 31...
-Aircraft No 32...
-Aircraft No 33...
-Aircraft No 34...
-Aircraft No 35...
-Aircraft No 36...
-Aircraft No 37...
-Aircraft No 38...
9.2 Seller's Notification
At least * days prior to any anticipated date of delivery of the Aircraft,
the Seller shall notify the Buyer of such anticipated delivery date.
Thereafter, the Seller shall keep the Buyer advised of any change in such
delivery date necessitated by conditions of manufacture or flight.
9.3 Aircraft Ready for Delivery
The Aircraft shall for the purpose of this Agreement be deemed to be "ready
for delivery" upon the successful completion of its acceptance tests and
the issue of the Certificate of Airworthiness for Export pursuant to
sub-Clause 7.2.
9.4 Delivery
9.4.1 The Buyer shall send representatives to said Aircraft final assembly line
to take delivery of and collect the Aircraft within * days after the
Aircraft is ready for delivery as defined in sub-Clause 9.3, any
unreasonable refusal by the Buyer to take delivery of and collect the
Aircraft being considered as late payment pursuant to sub-Clause 5.4.3.
Should the Buyer fail to collect the Aircraft within the aforesaid period,
the Buyer shall nevertheless thereafter bear all risk of loss or damage to
the Aircraft and shall indemnify and hold the Seller harmless against any
and all costs (including but not limited to any parking, storage, and
insurance costs) and consequences resulting from such failure, it being
understood that the Seller shall be under no duty to store, park, insure,
or otherwise protect the uncollected Aircraft.
9.4.2 Each of the Aircraft shall be deemed to be delivered to the Buyer upon the
issue of the Certificate of Acceptance in accordance with Clause 8.3 and
full payment of the Final Price of the Aircraft in accordance with the
provisions of Clause 5.
9.4.3 Title to, property in and risk of loss of or damage to, the Aircraft shall
be transferred to the Buyer upon delivery of the Aircraft. The Seller shall
provide the Buyer with such receipt and a document confirming transfer of
title as may reasonably be requested by the Buyer.
9.5 Fly Away
9.5.1 The Buyer and the Seller shall cooperate to obtain any licences which may
be required by the French or German Authorities. as applicable, for the
purpose of exporting the Aircraft.
9.5.2 All expenses of, or connected with, fly away shall be borne by the Buyer.
The Buyer shall make direct arrangements with the supplying companies for
the fuel and oil required for all post-delivery flights.
CONTENTS
CLAUSE TITLE
------ -----
10- EXCUSABLE DELAY
10.1 GENERAL
10.2 Anticipated or Actual Delay
10.3 Loss, Destruction or Damage
10.4 Termination Rights Exclusive
10- EXCUSABLE DELAY
10.1 GENERAL
The Seller shall not be responsible, nor be deemed to be in default on
account of delays or interruptions in the performance of its obligations
hereunder, due to causes beyond its control or not occasioned by its fault
or negligence, including (but without limiting the foregoing) acts of God
or public enemy, war, civil war, warlike operations, terrorism,
insurrections or riots, fires, floods, explosions, earthquakes, natural
disasters or serious accidents, epidemics or quarantine restrictions, any
act of government, governmental priorities, allocation regulations or
orders affecting materials, facilities or completed aircraft, strikes or
labour troubles causing cessation, slowdown or interruption of work,
inability after due and timely diligence to procure materials, accessories,
equipment or parts, general hindrance in transportation, failure of a
subcontractor or Vendor to furnish materials, accessories, equipment or
parts due to the above mentioned causes or of the Buyer to perform under
this Agreement.
The Seller shall as soon as practicable after becoming aware of any delay
falling within the provisions of this sub-Clause notify the Buyer of such
delay and of the probable extent thereof and shall as soon as practicable
after the removal of the cause of the delay resume its performance under
this Agreement.
10.2 Anticipated or Actual Delay
10.2.1 In the event that the delivery of any Aircraft is delayed or interrupted
by reason of any one or more of the causes described in sub-Clause 10.1 for
a period of more than * months after the end of the calendar month in which
delivery is otherwise required hereunder either party shall be entitled to
terminate this Agreement with respect to the Aircraft so affected upon
notice given to the other within thirty (30) days after the expiration of
such * months period, provided, however, that a party shall not be entitled
to terminate this Agreement pursuant to the provisions of this sub-Clause
where the cause of such delay is within its control.
10.2.2 If the Seller concludes that the delivery of any Aircraft shall be
delayed for more than * months due to one or more of the causes described
in sub-Clause 10.1 and as a result thereof reschedules delivery of such
Aircraft to a date reflecting such delay, then the Seller shall promptly
notify the Buyer in writing to this effect and shall include in such
notification the rescheduled delivery date. Either party may thereupon
terminate this Agreement with respect to such Aircraft so delayed by giving
written notice to the other party within thirty (30) days after receipt by
the Buyer of the notice of anticipated delay.
If at the expiry of the said thirty (30) day period this Agreement shall
not have been terminated with respect to the delayed Aircraft pursuant to
the terms of this sub-Clause, then the rescheduled delivery date as
notified to the Buyer shall be deemed to be incorporated into Clause 9
hereof as the date of delivery of the delayed Aircraft.
10.3 Loss, Destruction or Damage
If prior to its delivery, any Aircraft is lost, destroyed or damaged beyond
repair, the Seller shall notify the Buyer to this effect within * days of
such occurrence. Should the cause of such loss, destruction or damage be
beyond the Seller's control or not be occasioned by its fault or negligence
as described in the foregoing sub-Clause, the Seller shall include in said
notification (or as soon after the issue of the notice as such information
becomes available to the Seller) the earliest date consistent with the
Seller's other commitments and production capabilities that an aircraft to
replace the Aircraft lost, destroyed or damaged may be delivered to the
Buyer and the date of delivery of the Aircraft shall be extended as
specified in the Seller's notice to accommodate the delivery of the
replacement aircraft: provided, however, that in the event the specified
extension of the delivery date shall exceed * months after the date
relating to the lost, destroyed or damaged Aircraft contained in sub-Clause
9.1 then this Agreement shall terminate as to such lost, destroyed or
damaged Aircraft unless:
(i) the Buyer notifies the Seller within one (1) month of the date of
receipt of the Seller's notice that it desires the Seller to provide a
replacement aircraft on the delivery date quoted therein
and
(ii) the parties execute an amendment to this Agreement recording the
variation in the aircraft delivery date
provided, however, that nothing herein shall require the Seller to
manufacture and deliver a replacement aircraft if such manufacture would
require the reactivation of its production line for the model or series of
Aircraft purchased hereunder.
10.4 Termination Rights Exclusive
IN THE EVENT THAT THIS AGREEMENT SHALL BE TERMINATED AS PROVIDED FOR UNDER
THE TERMS OF SUB-CLAUSES 10.2 OR 10.3, SUCH TERMINATION SHALL DISCHARGE ALL
OBLIGATIONS AND LIABILITIES OF THE PARTIES HEREUNDER WITH RESPECT TO SUCH
AFFECTED AIRCRAFT AND UNDELIVERED MATERIAL, SERVICES, DATA, OR OTHER ITEMS
APPLICABLE THERETO AND TO BE FURNISHED HEREUNDER EXCEPT THAT THE SELLER
SHALL REPAY TO THE BUYER THE PREDELIVERY PAYMENTS RECEIVED FROM THE BUYER
HEREUNDER WITH RESPECT TO SUCH UNDELIVERED AIRCRAFT TOGETHER WITH ACCRUED
INTEREST AT SIX MONTHS LIBOR PLUS 1.5%.
CONTENTS
CLAUSE TITLE
------ -----
11- NON-EXCUSABLE DELAY
11.1 Liquidated Damages
11.2 Renegotiation
11.3 Termination
11.4 Waiver
11- NON-EXCUSABLE DELAY
11.1 Liquidated Damages
Should any of the Aircraft not be ready for delivery to the Buyer within *
days after the delivery date pursuant to Clause 9 (as varied by virtue of
Clauses 2, 7, 10 and 18) and such delay is not excusable under sub-Clause
10.1, the Buyer shall have the right to claim, and the Seller shall pay or
credit to the Buyer in respect of any such subsequent delay the following
amount per Aircraft by way of damages for each day of delay in the delivery
starting from the * day beyond the agreed delivery date:
*
The amount of Seller's liquidated damages shall in no event exceed the
total of USD * in respect of any one Aircraft.
*
The Buyer's right to recover said damages in respect of the Aircraft is
conditional upon a claim therefor being submitted in writing to the Seller
by the Buyer not later than * after the date when the Aircraft is ready for
delivery.
11.2 Renegotiation
Should a delay in delivery for non excusable reasons exceed * months after
the initial * -days-period the Buyer shall have the right exercisable by
written notice to the Seller given not less than * days nor more than *
after the expiration of the said * months to require from the Seller a
renegotiation of the delivery date of the Aircraft which is the subject of
such delay. Unless otherwise agreed between the Seller and the Buyer during
such renegotiation, the said renegotiation shall not prejudice the Buyer's
right to receive liquidated damages in accordance with the preceding
sub-Clause during the period of non-excusable delay.
11.3 Termination
Should a delay in delivery for non excusable reasons exceed * months after
the initial * days-period both parties shall have the right exercisable by
written notice to the other party, given not less than * nor more than *
after expiration of such * months to terminate this Agreement in respect
only of the said Aircraft which is the subject of such delay whereupon
either party may cancel any undelivered spare parts applicable thereto
*
11.4 Waiver
The Seller shall not under any circumstances have any liability whatsoever
in respect of delay or failure in the delivery of any Aircraft other than
and beyond the liabilities set forth in this Clause and in Clause 10.
CONTENTS
CLAUSE TITLE
------ -----
12- WARRANTIES AND SERVICE LIFE POLICY
12.1 Standard Warranty
12.2 Seller Service Life Policy
12.3 Vendor Product Support Agreements
12.4 Interface Commitment
12.5 Waiver, Release and Renunciation
12.6 Duplicate Remedies
12.7 Negotiated Agreement
12- WARRANTIES AND SERVICE LIFE POLICY
12.1 Standard Warranty
12.1.1 Nature of Warranty
Subject to the conditions and limitations as hereinafter provided for and
except as provided for in sub-Clause 12.1.2, the Seller warrants to the
Buyer that each Aircraft and all Warranted Parts as defined hereinafter
shall at the time of delivery to the Buyer:
(i) be free from defects in material;
(ii) be free from defects in workmanship, including without limitation
processes of manufacture;
(iii) be free from defects 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) be free from defects 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, approximations or design aims.
For the purpose of this Agreement: the term "Warranted Part" shall mean any
Seller proprietary component, equipment, accessory or part as installed on
an Aircraft at the time of delivery of such Aircraft and
(a) which is manufactured to the detailed design of the Seller or a
subcontractor of the Seller and
(b) which bears a part number of the Seller at the time of such delivery.
12.1.2 Exclusions
The warranties set forth in sub-Clause 12.1.1 shall not apply to Buyer
Furnished Equipment, nor to the Propulsion Systems, nor to any component,
equipment, accessory or part purchased by the Seller that is not a
Warranted Part except that:
(i) any defect in the Seller's workmanship incorporated in the
installation of such items in the Aircraft, including any failure by
the Seller to conform to the installation instructions of the
manufacturer of such item that invalidates any applicable warranty
from such manufacturer, shall constitute a defect in workmanship for
the purpose of this sub-Clause and be covered by the warranty set
forth in sub-Clause 12.1.1 (ii); and
(ii) any defect inherent in the Seller's design of the installation, in
view of the state of the art at the date of such design, which impair
the use of such item shall constitute a defect in design for the
purpose of this sub-Clause and be covered by the warranty set forth in
sub-Clause 12.1.1 (iii).
12.1.3 Warranty Periods
The warranties contained in sub-Clauses 12.1.1 and 12.1.2 shall be limited
to those defects which become apparent within thirty six (36) months after
delivery of the affected Aircraft.
12.1.4 Buyer's Remedy and Seller's Obligation
12.1.4.1 The Buyer's remedy and the Seller's obligation and liability under
sub-Clauses 12.1.1 and 12.1.2 are limited to the repair, replacement or
correction of any Warranted Part which is defective or to the supply of
modification kits rectifying the defect, at the Seller's expense and
option.
The Seller may equally at its option furnish a credit to the Buyer equal to
the price at which the Buyer is entitled to purchase a replacement for the
defective Warranted Part.
12.1.4.2 In the event of a defect covered by sub-Clauses 12.1.1 (iii), 12.1.1
(iv) and 12.1.2 (ii) becoming apparent within the applicable period set
forth in sub-Clause 12.1.3 and the Seller being obliged to correct such
defect, the Seller shall also, if so requested by the Buyer, make such
correction in any Aircraft which has not yet been delivered to the Buyer;
provided, however,
that the Seller shall not be responsible nor deemed to be in default on
account of any delay in delivery of any Aircraft or otherwise, in respect
of the performance of this Agreement due to the Seller's undertaking to
make such correction and provided further
that, rather than accept a delay in the delivery of any such Aircraft, the
Buyer and the Seller may agree to deliver such Aircraft with subsequent
correction of the defect by the Buyer at the Seller's expense, or the Buyer
may elect to accept delivery and thereafter file a warranty claim as though
the defect had become apparent immediately after delivery of such Aircraft.
12.1.4.3 In addition to the remedies set forth in sub-Clauses 12.1.4.1 and
12.1.4.2, the Seller shall reimburse the direct labour costs spent by the
Buyer in performing inspections of the Aircraft to determine whether or not
a defect exists in any Warranted Part within thirty six (36) months after
delivery of each Aircraft or until the corrective technical solution
removing the need for the inspection is provided by the Seller, whichever
occurs earlier.
The above commitment is subject to the following conditions:
(i) such inspections are recommended by a Seller's Service Bulletin to be
performed within the above covered period;
(ii) the inspection is performed outside of a scheduled maintenance check
as recommended by the Seller's Maintenance Planning Document;
(iii) the reimbursement shall not apply for any inspections performed as an
alternative to accomplishing corrective action when such corrective
action has been offered to the Buyer at the time such inspections are
performed or earlier,
(iv) the labour rate to be used for the reimbursement shall be the labour
rate defined in sub-Clause 12.1.7, and
(v) the manhours used to determine such reimbursement shall not exceed the
Seller's estimate of the manhours required by the Buyer for such
inspections.
12.1.5 Warranty Claim Requirements
The Buyer's warranty claims shall be considered by the Seller only if the
following conditions are first fulfilled:
(i) the defect having become apparent within the applicable warranty
period as set forth in sub-Clause 12.1.3;
(ii) the Buyer having submitted to the Seller proof reasonably satisfactory
to the Seller that the claimed defect is due to a matter embraced
within this sub-Clause 12.1, and that such defect has not resulted
from any act or omission of the Buyer, including but not limited to,
any failure to operate and maintain the affected Aircraft or part
thereof in accordance with the standards set forth or any matter
covered in sub-Clause 12.1.10;
(iii) the Buyer having returned as soon as practicable the Warranted Part
claimed to be defective to the repair facilities as may be designated
by the Seller, except when the Buyer elects to repair a defective
Warranted Part in accordance with the provisions of sub-Clause 12.1.7;
(iv) the Seller having received a warranty claim as set forth in sub-Clause
12.1.6.
12.1.6 Warranty Administration
The warranties set forth in sub-Clause 12.1 shall be administered as
hereinafter provided for.
(i) Claim Determination
Warranty claim determination by the Seller shall be reasonably based
upon the claim details, reports from the Seller's local
representative, historical data logs, inspection, tests, findings
during repair, defect analysis and other suitable documents.
(ii) Transportation Costs
Transportation costs for sending a defective Warranted Part to the
facilities designated by the Seller and for the return therefrom of a
repaired or replaced Warranted Part shall be borne by
*
(iii) Return of an Aircraft
In the event of the Buyer desiring to return an Aircraft to the Seller
for consideration of a warranty claim, the Buyer shall notify the
Seller of its intention to do so and the Seller shall, prior to such
return, have the right to inspect such Aircraft and thereafter,
without prejudice to its rights hereunder, to repair such Aircraft, at
its sole option, either at the Buyer's facilities or at another place
acceptable to the Seller. Return of any Aircraft by the Buyer to the
Seller, at Buyer's option, and return of such Aircraft to the Buyer's
facilities shall be at *
(iv) On-Aircraft Work by the Seller
In the event that a defect subject to this sub-Clause 12.1 may justify
the dispatch by the Seller of a working team to repair or correct such
defect through the embodiment of one or several Seller's Service
Bulletins at the Buyer's facilities, or in the event of the Seller
accepting the return of an Aircraft to perform or have performed such
repair or correction, then the labour costs for such on-Aircraft work
are to be borne by *
All related expenses, including but not limited to travel and living
expenses, in excess of the labour costs as defined above, incurred in
performing such repair or correction shall be borne by *
The conditions which have to be fulfilled for on-Aircraft work by the
Seller are the following:
- in the opinion of the Seller, the work necessitates the technical
expertise of the Seller as manufacturer of the Aircraft, or
- the downtime of the affected Aircraft would exceed three (3) days
per Aircraft outside of any scheduled maintenance downtime and
the number of manhours as quoted on the Seller's service bulletin
or batch of service bulletins for their embodiment on any
Aircraft would exceed three hundred (300). In case a batch of
service bulletins is contemplated, and for the purpose of
assessing the volume of the work against the three hundred (300)
manhours threshold, only service bulletins with more than twenty
(20) hours of elapsed time shall be considered.
If one or both of the above conditions are fulfilled, and if the
Seller is requested to perform the work, the Seller and the Buyer
shall agree on a schedule and place for the work to be performed.
(v) Warranty Claim Substantiation
In connection with each claim by the Buyer made under this sub-Clause
12.1, the Buyer shall file a warranty claim on the Buyer's form within
sixty (60) days after a defect became apparent. Such form must contain
at least the following data:
a) description of defect and action taken, if any,
b) date of incident and/or of removal date,
c) description of the defective part,
d) part number,
e) serial number (if applicable),
f) position on Aircraft,
g) total flying hours or calendar time, as applicable at the date of
defect appearance,
h) time since last shop visit at the date of defect appearance,
i) Manufacturer's Serial Number of the Aircraft and/or its
registration,
j) Aircraft total flying hours and/or number of landings at the date
of defect appearance,
k) claim number,
l) date of claim,
m) delivery date of Aircraft or part to the Buyer,
Claims are to be addressed as follows:
AIRBUS INDUSTRIE
CUSTOMER SERVICES DIRECTORATE
WARRANTY ADMINISTRATION
Rond-Point Xxxxxxx Xxxxxxxx
X.X. 00
X-00000 XXXXXXX XXXXX
XXXXXX
(vi) Replacements
Replaced components, equipment, accessories or parts shall become the
Seller's property.
(vii) Seller's Rejection
The Seller shall provide reasonable written substantiation in case of
rejection of a warranty claim. In such event the Buyer shall refund to
the Seller reasonable inspection and test charges incurred in
connection therewith.
(viii) Seller's inspection
The Seller shall have the right to inspect the affected Aircraft and
documents and other records relating thereto in the event of any
warranty claim under this sub-Clause 12.1.
12.1.7 Inhouse Warranty
(i) Seller's Authorization
The Seller hereby authorizes the Buyer to perform the repair of
Warranted Parts subject to the terms of this sub-Clause 12.1.7. The
Buyer shall notify the Seller's representative of its intention to
perform Inhouse Warranty repairs before such repairs are started,
unless it is not practicable.
(ii) Conditions for Seller's Authorization
The Buyer shall be entitled to repair such Warranted Parts only:
- if adequate facilities and qualified personnel are available to
the Buyer;
- in accordance with the Seller's written instructions set forth in
the applicable Seller's technical documentation;
- 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 sub-Clause
12.1.10.
(iii) Seller's Rights
The Seller shall have the right to have any Warranted Part, or any
part removed therefrom, claimed to be defective, returned to the
Seller, as set forth in sub-Clause 12.1.6 (ii) if, in the judgement of
the Seller, the nature of the defect requires technical investigation.
The Seller shall further have the right to have a representative
present during the disassembly, inspection and testing of any
Warranted Part claimed to be defective.
(iv) Inhouse Warranty Claim Substantiation
Claims for Inhouse Warranty credit shall contain the same information
as that required for warranty claims under sub-Clause 12.1.6 (v) and
in addition shall include:
a) a report of technical findings with respect to the defect,
b) for parts required to remedy the defect:
- part numbers,
- serial numbers (if applicable),
- parts description,
- quantity of parts,
- unit price of parts,
- related Seller's or third party's invoices (if applicable),
- total price of parts,
c) detailed number of labour hours,
d) agreed Inhouse Warranty labour rate,
e) total claim value.
(v) Credit
The Buyer's account shall be credited with an amount equal to the
direct labour costs expended in performing the off-Aircraft repair of
a Warranted Part and to the direct costs of materials incorporated in
said repair.
- For the determination of direct labour costs only manhours spent
on disassembly, inspection, repair, reassembly, and final
inspection and test of the Warranted Part are permissible. Any
manhours required for maintenance work concurrently being carried
out on the Aircraft or Warranted Part as well as for removal and
installation of the Warranted Part are not included.
The manhours permissible above shall be multiplied by an agreed
labour rate referred to as the Inhouse Warranty labour rate and
representing the Buyer's composite labour rate meaning the
average hourly rate (excluding all fringe benefits, premium time
allowances, social charges, business taxes and the like) paid to
the Buyer's employees whose jobs are directly related to the
performance of the repair.
- Direct material costs are determined by the prices at which the
Buyer acquired such material, excluding any parts and materials
used for overhaul and as may be furnished by the Seller at no
charge.
(vi) Limitation
The Buyer shall in no event be credited for repair costs (including
labour and material) in excess of sixty-five percent (65 %) of the
current catalog price for a replacement of the defective Warranted
Part or in excess of those costs which would have resulted if repairs
had been carried out at the Seller's facilities. Such costs shall be
substantiated in writing by the Seller upon reasonable request by the
Buyer.
(vii) Scrapped Material
The Buyer shall retain any defective Warranted Part beyond economic
repair and any defective part removed from a Warranted Part during
repair for a period of either one hundred and twenty (120) days after
the date of completion of repair or sixty (60) days after submission
of a claim for Inhouse Warranty credit relating thereto, whichever is
longer. Such parts shall be returned to the Seller within thirty (30)
days of receipt of the Seller's request to that effect.
Notwithstanding the foregoing, the Buyer may scrap any such defective
parts which are beyond economic repair and not required for technical
evaluation locally with the agreement of the Seller's local
representative. Scrapped Warranted Parts shall be evidenced by a
record of scrapped material certified by an authorized representative
of the Buyer.
12.1.8 Standard Warranty Transferability
The warranties provided for in this sub-Clause 12.1 for any Warranted Part
shall accrue to the benefit of any airline in revenue service, other than
the Buyer, if the Warranted Part enters into the possession of any such
airline as a result of a pooling or leasing agreement between such airlines
and the Buyer, in accordance with the terms and subject to the limitations
and exclusions of the foregoing warranties and to the extent permitted by
any applicable laws or regulations.
12.1.9 Warranty for Corrected, Replaced or Repaired Warranted Parts
Whenever any Warranted Part which contains a defect for which the Seller is
liable under sub-Clause 12.1 has been corrected, replaced or repaired
pursuant to the terms of this sub-Clause 12.1, the period of the Seller's
warranty with respect to such corrected, replaced or repaired Warranted
Part whichever may be the case, shall be the remaining portion of the
original warranty.
12.1.10 Good Airline Operation - Normal Wear and Tear
The Buyer's rights under this sub-Clause 12.1 are subject to the Aircraft
and each component, equipment, accessory and part thereof being maintained,
overhauled, repaired, and operated in accordance with good commercial
airline practice, all technical documentation and any other instructions
issued by the Seller and the Vendors and the Manufacturer of the Propulsion
Systems and all applicable rules, regulations and directives of relevant
Aviation Authorities. The Seller's liability under this sub-Clause 12.1
shall not extend to normal wear and tear nor to:
(i) any Aircraft or component, equipment, accessory or part thereof which
has been repaired, altered or modified after delivery except by the
Seller or in a manner approved by the Seller;
(ii) any Aircraft or component, equipment, accessory or part thereof which
has been operated in a damaged state;
(iii) any component, equipment, accessory and part from which the trade
xxxx, name, part or serial number or other identification marks have
been removed;
unless in any such case (except in the case of (iii) above) the Buyer
submits reasonable evidence to the Seller that the defect did not arise
from or was not contributed to by any one or more of the said causes.
12.2 Seller Service Life Policy
In addition to the warranties set forth in sub-Clause 12.1, the Seller
further agrees that should a Failure as defined in sub-Clause 12.2.1.2
occur in any Item as defined in sub-Clause 12.2.1.1, and subject to the
general conditions and limitations set forth in sub-Clause 12.2.4, then the
provisions of this sub-Clause 12.2 shall apply.
12.2.1 Definitions
For the purpose of this sub-Clause 12.2 the following conditions shall
apply:
12.2.1.1 "Item" means any of the Seller components, equipment, accessories and
parts listed in Exhibit "C", Seller Service Life Policy.
12.2.1.2 "Failure" means any breakage of, or defect in, an Item which has
occurred and which 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
The Seller agrees that if a Failure occurs in an Item within * years after
the delivery of said Aircraft to the Buyer, whichever shall first occur,
the Seller shall at its own discretion and as promptly as practicable and
with the Seller's financial participation as hereinafter provided either:
12.2.2.1 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,
12.2.2.2 replace such Item.
12.2.3 Seller's Participation in the Costs
Any part or Item which the Seller is required to furnish to the Buyer under
this Service Life Policy in connection with the correction or replacement
of an Item shall be furnished to the Buyer with the Seller's financial
participation determined in accordance with the following formula:
P = C (N - T)/N
where :
P: financial participation of the Seller,
C: Seller's then current sales prices for the required Item or Seller
designed parts,
T: total time in months since delivery of the Aircraft in which the Item
subject to a Failure has been used,
and,
N: (*) months,
12.2.4 General Conditions and Limitations
12.2.4.1 The undertakings given in this sub-Clause 12.2 shall be valid after the
period of the Seller's warranty applicable to an Item under sub-Clause
12.1.
12.2.4.2 The Buyer's remedy and the Seller's obligation and liability under this
Service Life Policy are subject to the prior compliance by the Buyer with
the following conditions:
(i) the Buyer shall maintain log books and other historical records with
respect to each Item adequate to enable determination of whether the
alleged Failure is covered by this Service Life Policy and if so to
define the costs to be borne by the Seller in accordance with
sub-Clause 12.2.3;
(ii) the Buyer shall keep the Seller informed of any significant incidents
relating to an Aircraft howsoever occurring or recorded;
(iii) the Buyer shall comply with the conditions of sub-Clause 12.1.10;
(iv) the Buyer shall carry out specific structural inspection programs for
monitoring purposes as may be established from time to time by the
Seller. Such programs shall be as compatible as possible with the
Buyer's operational requirements and shall be carried out at the
Buyer's expense. Reports relating thereto shall be regularly furnished
to the Seller;
(v) in the case of any breakage or defect, the Buyer must have reported
the same in writing to the Seller within sixty (60) days after any
breakage or defect in an Item becomes apparent whether or not said
breakage or defect can reasonably be expected to occur in any other
aircraft, and the Buyer shall have informed the Seller of the breakage
or defect in sufficient detail to enable the Seller to determine
whether said breakage or defect is subject to this Service Life
Policy.
12.2.4.3 Except as otherwise provided for in this sub-Clause 12.2, any claim
under this Service Life Policy shall be administered as provided for in and
shall be subject to the terms and conditions of sub-Clause 12.1.6.
12.2.4.4 In the event that the Seller shall have issued a modification
applicable to an Aircraft, the purpose of which is to avoid a Failure, the
Seller may elect to supply the necessary modification kit free of charge or
under a pro rata formula. If such a kit is so offered to the Buyer, then,
to the extent of such Failure and any Failures that could ensue therefrom,
the validity of the Seller's commitment under this sub-Clause 12.2 shall be
subject to the Buyer's incorporating such modification in the relevant
Aircraft, as promulgated by the Seller and in accordance with the Seller's
instructions, within a reasonable time.
12.2.4.5 This Service Life Policy is neither a warranty, performance guarantee,
nor an agreement to modify any Aircraft or airframe components to conform
to new developments occurring in the state of airframe design and
manufacturing art.
The Seller's obligation herein is to furnish only those corrections to the
Items or provide replacement therefor as provided for in sub-Clause 12.2.3.
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 shall be in monetary damages, limited to the amount the
Buyer reasonably expends in procuring a correction or replacement for any
Item which is the subject of a Failure covered by this Service Life Policy
and to which such non-performance is related.
The Buyer hereby waives, releases and renounces all claims to any further
damages, direct, incidental or consequential, including loss of profits and
all other rights, claims and remedies, arising under or by virtue of this
Service Life Policy.
12.2.5 Transferability
The Buyer's rights under this sub-Clause 12.2 shall not be assigned, sold,
leased, transferred or otherwise alienated by operation of law or
otherwise, without the Seller's prior consent thereto, which shall not be
unreasonably withheld and given in writing.
Any unauthorized assignment, sale, lease, transfer or other alienation of
the Buyer's rights under this Service Life Policy shall, as to the
particular Aircraft involved, immediately void this Service Life Policy in
its entirety.
12.3 Vendor Product Support Agreements
12.3.1 Seller's Support
Prior to the delivery of the first Aircraft, the Seller shall obtain from
all Vendors listed in the "Vendor Product Support Agreements" enforceable
and transferable warranties for each of their components, equipment,
accessories or parts installed in an Aircraft at the time of delivery
thereof ("Vendor Parts") except for the Propulsion Systems, Buyer Furnished
Equipment and other equipment selected by the Buyer to be supplied by
Vendors with whom the Seller has no existing enforceable warranty
agreements.
The Seller shall also obtain enforceable and transferable Vendor Service
Life Policies from landing gear Vendors for selected structural landing
gear elements.
The Seller undertakes to supply to the Buyer such Vendor warranties and
Vendor Service Life Policies in the form of "Vendor Product Support
Agreements".
12.3.2 Vendor's Default
12.3.2.1 In the event of any Vendor, under any standard warranty obtained by the
Seller pursuant to sub-Clause 12.3.1, defaulting in the performance of any
material obligation with respect thereto and the Buyer submitting in
reasonable time to the Seller reasonable proof that such default has
occurred, then sub-Clause 12.1 shall apply to the extent the same would
have been applicable had such Vendor Part been a Warranted Part, except
that the Vendor's warranty period as indicated in the "Vendor Product
Support Agreement" shall apply.
12.3.2.2 In the event of any Vendor, under any Vendor Service Life Policy
obtained by the Seller pursuant to sub-Clause 12.3.1, defaulting in the
performance of any material obligation with respect thereto and the Buyer
submitting in reasonable time to the Seller reasonable proof that such
default has occurred, then sub-Clause 12.2 shall apply to the extent the
same would have been applicable had such Vendor Item been listed in Exhibit
"C", Seller Service Life Policy, except that the Vendor's Service Life
Policy period as indicated in the "Vendor Product Support Agreement" shall
apply.
12.3.2.3 At the Seller's request, the Buyer shall assign to the Seller, and the
Seller shall be subrogated to, all of the Buyer's rights against the
relevant Vendor with respect to and arising by reason of such default and
shall provide reasonable assistance to enable the Seller to enforce the
rights so assigned.
12.4 Interface Commitment
12.4.1 Interface Problem
If the Buyer experiences any technical problem in the operation of an
Aircraft or its systems due to a malfunction, the cause of which, after due
and reasonable investigation, is not readily identifiable by the Buyer, but
which the Buyer reasonably believes to be attributable to the design
characteristics of one or more components of the Aircraft (an "interface
Problem"), the Seller shall, if so requested by the Buyer, and without
additional charge to the Buyer except for transportation of the Seller's
personnel to the Buyer's facilities, promptly conduct or have conducted an
investigation and analysis of such problem to determine, if possible, the
cause or causes of the problem and to recommend such corrective action as
may be feasible. The Buyer shall furnish to the Seller all data and
information in the Buyer's possession relevant to the Interface Problem,
and shall cooperate with the Seller in the conduct of the Seller's
investigations and such tests as may be required.
At the conclusion of such investigation the Seller shall promptly advise
the Buyer in writing of the Seller's opinion as to the cause or causes of
the Interface Problem and the Seller's recommendations as to corrective
action.
12.4.2 Seller's Responsibility
If the Seller determines that the Interface Problem is primarily
attributable to the design of a Warranted Part, the Seller shall, if so
requested by the Buyer and pursuant to the terms and conditions of
sub-Clause 12.1, correct the design of such Warranted Part to the extent of
the Seller's obligation as defined in sub- Clause 12.1.
12.4.3 Vendor's Responsibility
If the Seller determines that the Interface Problem is primarily
attributable to the design of any Vendor Part, the Seller shall, if so
requested by the Buyer, reasonably assist the Buyer in processing any
warranty claim the Buyer may have against the Vendor.
12.4.4 Joint Responsibility
If the Seller determines that the Interface Problem is attributable
partially to the design of a Warranted Part and partially to the design of
any Vendor Part, the Seller shall, if so requested by the Buyer, seek a
solution to the Interface Problem through cooperative efforts of the Seller
and any Vendor involved.
The Seller shall promptly advise the Buyer of such corrective action as may
be proposed by the Seller and any such Vendor. Such proposal shall be
consistent with any then existing obligations of the Seller hereunder and
of any such Vendor to the Buyer. Such corrective action when duly accepted
by the Buyer shall constitute full satisfaction of any claim the Buyer may
have against either the Seller or any such Vendor with respect to such
Interface Problem.
12.4.5 General
12.4.5.1 All requests under this sub-Clause 12.4 shall be directed to both the
Seller and the Vendors.
12.4.5.2 Except as specifically set forth in this sub-Clause 12.4, this
sub-Clause shall not be deemed to impose on the Seller any obligations not
expressly set forth elsewhere in this Clause 12.
12.4.5.3 All reports, recommendations, data and other documents furnished by the
Seller to the Buyer pursuant to this sub-Clause 12.4 shall be deemed to be
delivered under this Agreement and shall be subject to the terms, covenants
and conditions set forth in this Clause 12.
12.5 Waiver, Release and Renunciation
THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND REMEDIES OF
THE BUYER SET FORTH IN THIS CLAUSE 12 ARE EXCLUSIVE AND IN SUBSTITUTION
FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS
AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING
BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT IN ANY
AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF DELIVERED UNDER
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ANY OBLIGATION,
LIABILITY, RIGHT, CLAIM OR REMEDY IN CONTRACT OR IN TORT, WHETHER OR NOT
ARISING FROM THE SELLER'S NEGLIGENCE, ACTUAL OR IMPUTED, AND ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY
AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF, FOR LOSS OF USE,
REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT, EQUIPMENT,
ACCESSORY OR PART THEREOF, OR FOR ANY OTHER DIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, PROVIDED THAT IN THE EVENT THAT ANY OF THE AFORESAID
PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE
THE REMAINDER OF THIS SUB-CLAUSE 12.5 SHALL REMAIN IN FULL FORCE AND
EFFECT.
12.6 Duplicate Remedies
The Seller shall not be obliged to provide any remedy which is duplicate of
any other remedy provided to the Buyer under any part of this Clause 12 as
may be amended, complemented or supplemented by other contractual
agreements or Clauses of this Agreement.
12.7 Negotiated Agreement
The Buyer and the Seller agree that this Clause 12 has been the subject of
discussion and negotiation and is fully understood by the parties, and that
the price of the Aircraft and the other mutual agreements of the parties
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 sub-Clause 12.5.
CONTENTS
CLAUSE TITLE
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13- PATENT - INDEMNITY
13.1 Seller's Obligation and Buyer's Remedy
13.2 Claim Administration
13.3 Buyer's Rights Exclusive
13- PATENT - INDEMNITY
13.1 Seller's Obligation and Buyer's Remedy
13.1.1 Subject to the provisions of sub-Clause 13.2.2, the Seller shall
indemnify the Buyer from and against any damages, costs or expenses
including legal costs (excluding damages, costs, expenses, loss of profits
and other liabilities in respect of or resulting from loss of use of the
Aircraft or any of them) resulting from any infringement or claim of
infringement of:
(i) any British, French, German, Spanish or U.S. patent;
and:
(ii) any patent issued under the laws of any other country in which the
Buyer may lawfully operate the Aircraft, provided that:
(1) from the time of design of such Aircraft, accessory, equipment or
part and until infringement claims are resolved, such country and
the flag country of the Aircraft are legally bound by and
recognize their obligations and duties under the Chicago
Convention on International Civil Aviation of December 7, 1944
and the flag country is fully entitled to all benefits of Article
27 thereof
or in the alternative,
(2) from such time of design and until infringement claims are
resolved such country shall either be a party to the
International Convention for the Protection of Industrial
Property, or have in full force and effect patent laws which
recognize and give adequate protection to patents issued under
the laws of other countries.
13.1.2 The sub-Clause 13.1.1 shall not apply to Buyer Furnished Equipment nor to
parts which the Buyer has requested the Seller to install on the Aircraft
where such parts are to be supplied by Vendors with whom the Seller has no
existing enforceable warranty agreements.
13.1.3 In the event that the Buyer is prevented from using a unit or a part of
the Aircraft (whether by a valid judgment of a court of competent
jurisdiction or by a settlement arrived at between claimant, Seller and
Buyer), the Seller shall at its expense either:
(i) procure for the Buyer the right to use the same free of charge to the
Buyer; or
(ii) replace the same as soon as possible with a non infringing substitute
complying in all other respects with the requirements of this
Agreement.
13.2 Claim Administration
13.2.1 If the Buyer receives a written claim or a suit is threatened or
commenced against the Buyer for infringement, the Buyer shall:
(i) forthwith notify the Seller giving particulars thereof;
(ii) furnish to the Seller all data papers and records within the Buyer's
knowledge control or possession;
(iii) refrain from admitting any liability or making any payment or
assuming any expenses, damages, costs or royalties or otherwise acting
in a manner prejudicial to the defence or denial of such suit or
claim;
(iv) fully cooperate with, and render all such assistance to, the Seller as
may be pertinent to the defence or denial of the suit or claim;
(v) act in such a way as to mitigate damages and / or to reduce the amount
of royalties which may be payable as well as to minimise costs and
expenses.
13.2.2 The Seller shall be entitled either in its own name or on behalf of the
Buyer to conduct negotiations with the party or parties alleging
infringement and may assume and conduct the defence or settlement of any
suit or claim in the manner which, in its opinion, deems proper.
13.3 Buyer's Rights Exclusive
The Seller's liability hereunder shall be conditional upon the strict and
timely compliance by the Buyer with the terms of this Clause and is in lieu
of any other liability to the Buyer express or implied which the Seller
might incur at law as a result of any infringement or claim of infringement
of any patent.
CONTENTS
CLAUSE TITLE
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14 TECHNICAL PUBLICATIONS
14.1 General
14.2 Scope
14.3 Delivery
14.4 Revision Service
14.5 Vendor Equipment
14.6 Aircraft Identification for Technical Publications
14.7 Performance Engineer's Programs
14.8 CD-ROM
14.9 Future Developments
14.10 Warranties
14.11 Proprietary Rights
Appendix A Licence for use of the Performance Engineer's Programs (PEP)
Appendix B Licence for use of CD-ROM
14- TECHNICAL PUBLICATIONS
14.1 General
This Clause covers the terms and conditions for the supply of technical
publications (hereinafter "the Technical Publications") to support the
Aircraft operation.
The Technical Publications shall be supplied in the English language using
the aeronautical terminology in common use.
14.2 Scope
Range, form, type, format, ATA/Non ATA compliance, revision, quantity and
delivery schedule of the Technical Publications are covered in Exhibit "D".
14.3 Delivery
14.3.1 The Technical Publications and corresponding revisions to be supplied by
the Seller shall be sent to one address only as advised by the Buyer.
Documentation already in the Buyer's possession through a previous
agreement shall not be included in the Technical Publications package
subject of the present Agreement, except as quantities may be increased in
accordance with the provisions of Exhibit "D".
Packing and shipment of the Technical Publications and their revisions
shall be carried out in consideration of the quickest transportation
methods. The shipment shall be Free Carrier (FCA) TOULOUSE, FRANCE and/or
Free Carrier (FCA) HAMBURG, FEDERAL REPUBLIC OF GERMANY, as the term Free
Carrier (FCA) is defined by publication no 460 of the International Chamber
of Commerce, published in April 1990.
The delivery schedule of the Technical Publications shall be phased as
mutually agreed to correspond with Aircraft deliveries. The Buyer agrees to
provide forty (40) days notice when requesting a change to the delivery
schedule.
14.3.2 It shall be the responsibility of the Buyer to coordinate and satisfy
local Aviation Authorities needs for Seller's Technical Publications. Such
Technical Publications shall be supplied by the Seller at no charge to the
Buyer Free Carrier (FCA) TOULOUSE, FRANCE and/or Free Carrier (FCA)
HAMBURG, FEDERAL REPUBLIC OF GERMANY.
14.4 Revision Service
14.4.1 General
Unless otherwise specifically stated, Revision Service shall be offered on
a free of charge basis for a period of * after delivery of the last firmly
ordered Aircraft covered under this Agreement.
Mandatory changes shall be incorporated into the Technical Publications at
no charge for as long as one (1) Aircraft is in service with the Buyer.
14.4.2 Service Bulletins (SB)
Seller's Service Bulletin information shall be incorporated into the
Technical Publications for the Buyer's Aircraft after formal notification
by the Buyer of its intention to accomplish a Service Bulletin. The split
effectivity for the corresponding Service Bulletin shall remain in the
Technical Publications until notification from the Buyer that embodiment
has been completed on all the Buyer's Aircraft.
The request for incorporation has to be made within two (2) years after
issue of the Service Bulletin.
14.4.3 Customer Originated Changes (COC)
14.4.3.1 Buyer originated data documented in the Buyer's own Airline Engineering
Bulletin may be introduced into the following Seller's customized manuals :
- Aircraft Maintenance Manual,
- Illustrated Parts Catalog,
- Trouble Shooting Manual,
- Wiring Manual (Schematics, Wirings, Lists).
COC data shall be established by the Buyer according to the "Guidelines for
Customer Originated Changes" as issued by the Seller.
The data shall be labelled with COC as being Buyer originated. The Seller
shall endeavour to incorporate such Buyer originated data within the two
(2) revisions following the receipt of complete and accurate data for
processing.
COC data shall be incorporated by the Seller in all affected customized
manuals unless the Buyer specifies in writing the documents of its choice
into which the COC data shall be incorporated. The customized manuals into
which the COC data are incorporated shall only show the Aircraft
configuration reflecting the COC data and not the configuration before such
COC data's incorporation.
14.4.3.2 The Buyer shall ensure that any such data have received prior agreement
from its local Aviation Authorities.
14.4.3.3 The Buyer hereby acknowledges and accepts that the incorporation of any
COC into the Technical Publications issued by the Seller shall be entirely
at the Buyer's risk. Accordingly, the Seller shall be under no liability
whatsoever in respect of either the contents of any COC, including any
omissions or inaccuracies therein, or the effect which the incorporation of
such COC may have on the Seller's Technical Publications.
The Seller shall not be required to check any COC data submitted for
incorporation as aforesaid.
Further, the Buyer acknowledges full liability for the effects, including
all related costs, which any COC may have on all subsequent Service
Bulletins/modifications.
14.4.3.4 In the event of the Seller being required under any court order or
settlement to indemnify any third party for injury, loss or damage incurred
directly or indirectly as a result of incorporation of any COC into the
Technical Publications issued by the Seller, the Buyer agrees to reimburse
the Seller for all payments or settlements made in respect of such injury,
loss or damage including any expenses incurred by the Seller in defending
such claims.
The Seller's liability shall in no event be affected by any communication
written or oral which the Seller may make to the Buyer with respect to such
documentation.
14.4.3.5 The Seller's costs with respect to the incorporation of any COC as
aforesaid shall be invoiced to the Buyer under conditions specified in the
Seller's then current Support Services Price List.
14.5 Vendor Equipment
Information relating to Vendor equipment which is installed on the Aircraft
by the Seller shall be introduced into the Seller's Technical Publications
to the extent necessary for the comprehension of the systems concerned, at
no additional charge to the Buyer for the Technical Publications' basic
issue.
The Buyer shall supply the data related to Buyer Furnished Equipment (BFE)
and Seller Furnished Equipment (SFE) (if not covered in the Seller's
Standard SFE definition) to the Seller at least six (6) months before the
scheduled delivery of the Seller's customized Technical Publications. The
BFE and SFE data (if not covered in the Seller's standard SFE definition)
supplied by the Buyer to the Seller shall be in English language.
The Seller shall introduce BFE and SFE data into the Seller's Technical
Publications at no additional charge to the Buyer for the Technical
Publications basic issue. The transportation costs related to BFE and SFE
data shipment shall be the Buyer's responsibility.
14.6 Aircraft Identification for Technical Publications
For the customized Technical Publications the Buyer agrees to the
allocation of Fleet Serial Numbers (FSN) in the form of block of numbers
selected in the range from 001 to 999.
The sequence shall be interrupted only if two (2) different Propulsion
Systems or different Aircraft models are selected.
The Buyer shall indicate to the Seller the Fleet Serial Number allocated to
the Aircraft Manufacturer's Serial Number (MSN) within forty-five (45) days
after execution of this Agreement. The allocation of Fleet Serial Numbers
to Manufacturer's Serial Numbers shall not constitute any property,
insurable or other interest of the Buyer whatsoever in any Aircraft prior
to the delivery of and payment for such Aircraft as provided for in this
Agreement.
The affected customized Technical Publications are:
- Aircraft Maintenance Manual,
- Illustrated Parts Catalog,
- Trouble Shooting Manual,
- Wiring Manual (Schematics, Wirings, Lists).
14.7 Performance Engineer's Programs
Complementary to the standard Operational Manuals, covered in Exhibit "D",
the Seller shall provide to the Buyer Performance Engineer's Programs (PEP)
under licence conditions as defined in Appendix A to this Clause.
14.8 CD-ROM
CD-ROM, in replacement for manuals/data provided by the Seller in other
media, can be provided under licence conditions as defined in Appendix B to
this Clause.
The affected Technical Publications are the following :
- Trouble Shooting Manual,
- Aircraft Maintenance Manual,
- Illustrated Parts Catalog.
14.9 Future Developments
The Seller shall continuously monitor technological developments and apply
them to document production and method of transmission where beneficial and
economical.
14.10 Warranties
The Seller warrants that the Technical Publications are prepared in
accordance with the state of the art at the date of their conception.
Should a Technical Publication prepared by the Seller contain error or
omission, the sole and exclusive liability of the Seller shall be to take
all reasonable and proper steps to, at its option, correct or replace such
Technical Publication. Notwithstanding the above, no warranties of any kind
are given for the Customer Originated Changes, as set forth in sub-Clause
14.4.3. The provisions of sub-Clause 12.5,12.6 and 12.7 shall apply to all
Technical Publications.
14.11 Proprietary Rights
14.11.1 All proprietary rights, including but not limited to patent, design and
copyrights, relating to Technical Publications and data supplied under this
Agreement shall remain with the Seller. All such Technical Publications and
data are supplied to the Buyer for the sole use of the Buyer who undertakes
not to divulge the contents thereof to any third party save as permitted
therein or otherwise pursuant to any Government or legal requirement
imposed upon the Buyer or if any such information falls into the public
domain other than by any unauthorised disclosure of Buyer. These
proprietary rights shall also apply to any translation into a language or
languages or media that may have been performed or caused to be performed
by the Buyer.
14.11.2 Whenever this Agreement provides for manufacturing by the Buyer, the
consent given by the Seller shall not be construed as express or implicit
approval howsoever of the manufactured products. The supply of the
Technical Publications and data shall not be construed as any further right
for the Buyer to design or manufacture any Aircraft or part thereof or
spare part.
14.11.3 In the case of the Seller having authorized the disclosure to third
parties either under this Agreement or by an express prior written
authorization, the Buyer shall undertake that such third party agree to be
bound by the same conditions and restrictions as the Buyer with respect to
the disclosed Technical Publications.
LICENCE FOR USE OF THE PERFORMANCE ENGINEER'S PROGRAMS (PEP)
1. Grant
The Seller grants the Buyer the right to use the PEP in machine readable
form during the term of this licence on a single computer.
Use of the PEP in readable form shall be limited to one (1) copy other than
the copies contained in the single computer and copies produced for
checkpoint and restart purposes or additional copies made with the consent
of the Seller for a specific need.
2. Merging
The PEP may be used and adapted in machine readable form for the purpose of
merging it into other program material of the Buyer but, on termination of
this Agreement, the PEP shall be removed from the other program material
with which it has been merged.
The Buyer agrees to reproduce the copyright and other notices as they
appear on or within the original media on any copies which the Buyer makes
of the PEP.
3. Personal Licence
The above described licence is personal to the Buyer and, subject to prior
written notice to the Seller by the Buyer of the name, address and identity
thereof, Buyer's affiliates, and is otherwise non-transferable and
non-exclusive.
4. Installation
It is the Buyer's responsibility to install the PEP and to perform any
mergings and checks. The Seller shall however assist the Buyer's operations
engineers in the initial phase following the delivery of the PEP until such
personnel reach the familiarization level required to make inputs and
correlate outputs.
5. Proprietary Rights and Non-Disclosure
5.1 The PEP and the copyright and other proprietary rights of whatever nature
in the PEP are and shall remain with the Seller. The PEP and its contents
are designated as confidential.
5.2 The Buyer undertakes not to disclose the PEP or parts thereof and its
contents to any third party without the prior written consent of the
Seller. In so far as it is necessary to disclose aspects of the PEP to
employees, such disclosure is permitted only for the purpose for which the
PEP is supplied and only to the employee who needs to know the same.
6. Conditions of Use
6.1 The Seller does not warrant that the PEP shall not contain errors. However,
should the PEP be found to contain any error at delivery, the Buyer shall
notify the Seller promptly thereof and the Seller shall take all proper
steps to correct the same at his own expense.
6.2 The Buyer shall ensure that the PEP is correctly used in appropriate
machines as indicated in the Performance Programs Manual (PPM) and that
staff are properly trained to use the same, to trace and correct running
faults, to restart and recover after fault and to operate suitable checks
for accuracy of input and output.
6.3 It is understood that the PPM is the user's guide of the PEP and the Buyer
shall undertake to use the PEP in accordance with the PPM.
6.4 The PEP are supplied under the express condition that the Seller shall have
no liability in contract or in tort arising from or in connection with the
use of or inability to use the PEP.
7. Duration
The rights under this licence shall be granted to the Buyer as long as the
Buyer operates a Seller's Aircraft model to which the PEP refers. When the
Buyer stops operating said Aircraft model, the Buyer shall return the PEP
and any copies thereof to the Seller, accompanied by a notice certifying
that the Buyer has returned all existing copies.
LICENCE FOR USE OF CD-ROM
1. Grant
The Seller grants the Buyer the right to use the Aircraft Documentation
Retrieval System (ADRES) and/or the Computer Assisted Aircraft Trouble
Shooting (CAATS) on CD-ROM for the term of this Licence. Use of ADRES
and/or CAATS shall be limited to the number of copies defined between the
parties.
For clarification, it is hereby stated that the Power Plant IPC is not part
of the electronic IPC and is only available on other media (paper or film).
2. Term
The rights under the Licence shall be granted from the date of first
delivery of ADRES and/or CAATS to the end of the current year. The grant
shall be renewed automatically at the beginning of each calendar year for
another year, unless either the Buyer or the Seller gives written notice to
the other party three (3) months prior to the end of the Licence of its
intention to terminate the grant. Within thirty (30) days of termination,
the Buyer shall return ADRES and/or CAATS and all copies thereof to the
Seller.
3. Revision Service
the Seller shall provide revision service for ADRES and/or CAATS during the
term. The revision service shall be based on the revision service which the
Seller provides for the documentation in paper or film format.
ADRES and/or CAATS CD-ROM shall be revised concurrently with the paper and
film deliveries. However, temporary revisions are not currently provided in
digital data format and are only available in paper format.
4. Personal Licence
The Licence is personal to the Buyer and, subject to prior written notice
to the Seller by the Buyer of the name, address and identity thereof,
Buyer's affiliates, and is otherwise non-transferable and non-exclusive.
The Buyer shall not permit any third party to use ADRES and/or CAATS, nor
shall it transfer or sub-licence ADRES and/or CAATS to any third party,
without prior written consent from the Seller.
5. Installation
The Seller shall provide the list of hardware on which ADRES and/or CAATS
shall be installed. The Buyer shall be responsible for procuring such
hardware and installing ADRES and/or CAATS.
6. Proprietary Rights
ADRES and/or CAATS are proprietary to the Seller and the copyright and all
other proprietary rights in ADRES and/or CAATS are and shall remain the
property of the Seller.
7. Copyright Indemnity
The Seller shall defend and indemnify the Buyer (such indemnity to include,
without limitation, all reasonable legal fees and expenses incurred by the
Buyer) against any claim that the normal use of ADRES and/or CAATS
infringes the intellectual property rights of any third party, provided
that the Buyer:
7.1 immediately notifies the Seller of any such claim;
7.2 makes no admission or settlement of any claim;
7.3 allows the Seller to have sole control of all negotiations for its
settlement;
7.4 gives the Seller all reasonable assistance in connection therewith.
8. Confidentiality
ADRES and/or CAATS and their contents are designated as confidential. The
Buyer undertakes not to disclose ADRES and/or CAATS or parts thereof to any
third party without the prior written consent of the Seller except (i) as
required by applicable court orders or governmental regulations (in which
case it shall give the Seller prior written notice of such disclosure and
use its best efforts to limit such disclosure to the greatest extent
possible) or (ii) for information which is in the public domain at the time
of disclosure otherwise than through a breach of this Agreement (but
compilations of information which are not public shall not be treated as
being public by reason of them containing information which is). In so far
as it is necessary to disclose aspects of ADRES and/or CAATS to the
employees, such disclosure is permitted solely for the purpose for which
ADRES and/or CAATS are supplied and only to those employees who need to
know the same.
9. Conditions of Use
9.1 The Buyer shall not make any copies of ADRES and/or CAATS, except for
installation purposes.
9.2 The Seller does not warrant that the operation of ADRES and/or CAATS shall
be error free. In the event of an error occurring within thirty (30) days
of delivery, the sole and exclusive liability of the Seller shall be, at
its expense, to correct ADRES and/or CAATS in the following revision.
9.3 THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND REMEDIES OF
THE BUYER SET FORTH IN THIS LICENCE ARE EXCLUSIVE AND IN SUBSTITUTION FOR,
AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES,
OBLIGATIONS AND LIABILITIES OF THE SELLER AND THE RIGHTS, CLAIMS OR
REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING BY
LAW OR OTHERWISE, WITH RESPECT TO ANY NON CONFORMITY OR DEFECT IN THE ADRES
AND/OR CAATS DELIVERED UNDER THIS LICENCE.
10. Training
In addition to the user guide supplied with ADRES and/or CAATS, training
and other assistance may be provided upon the Buyer's request at conditions
to be mutually agreed.
11. Replacement of Product
For clarification purposes it is hereby expressly stated that ADRES and/or
CAATS shall be offered for a limited time period, not exceeding the term of
this Licence. In the event that the Seller should offer a replacement
product, the conditions for using such product shall be subject to a
separate agreement.
CONTENTS
CLAUSE TITLE
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15- SELLER REPRESENTATIVES
15.1 Seller's Service
15.2 Customer Support Manager
15.3 Buyer's Service
15.4 Withdrawal of Seller's Representatives
15.5 Seller's Representatives' Status
15.6 Indemnities
15 SELLER REPRESENTATIVES
15.1 Seller's Service
15.1.1 The Seller shall provide free of charge the services of a team of
Technical Representatives acting in an advisory capacity at the Buyer's
main base for a period commencing at or about the delivery of the first
Aircraft for a total of * man-months. The actual number of Seller
Technical Representatives assigned to the Buyer at any time shall be
mutually agreed upon but at no time shall this number exceed three men.
15.1.2 The Seller has set up a global Technical Services network available for
the non-exclusive use by each of the Seller's aircraft operators.
The Buyer shall have free access to this global network at any time in the
course of the Aircraft operation, and in particular to the regional
Technical Representatives closest to the Buyer's main base after the end of
the mission of the Technical Representatives referred to in sub-Clause
15.1.1, or to cover for their temporary absence in the course of their
mission. A list of the contacts for the global Technical Services network
including the regional Technical Representatives shall be provided to the
Buyer.
15.1.3 The Seller shall cause similar services to be provided by competent
Representatives of the Propulsion Systems Manufacturer and by Vendor
Representatives when necessary and applicable.
15.2 Customer Support Manager
The Seller shall provide one (1) Customer Support Manager to liaise on
product support matters between the Seller's main office and the Buyer
after signature of this Agreement for as long as one (1) Aircraft is
operated by the Buyer.
15.3 Buyer's Service
15.3.1 From the date of arrival of the first of the Seller's Representatives
specified in sub-Clause 15.1.1 the Buyer shall provide free of charge a
non-exclusive English speaking secretary and a suitable office,
conveniently located with respect to the Buyer's maintenance facilities,
with complete office furniture and equipment including telephone, telefax
and SITA connection for the sole use of the Seller's Representatives.
Should the Buyer already provide such facilities through another Purchase
Agreement with the Seller, the above Buyer's service may not be provided if
they do not appear necessary.
15.3.2 For the Representatives mentioned in sub-Clause 15.1.1 and their
families, that is their children still undergoing education and spouse, the
Buyer shall provide at no charge to the Seller confirmed reservations,
Business Class, if available, to and from their place of assignment and the
airport on the Buyer's network nearest to TOULOUSE, FRANCE.
15.3.3 The Buyer shall also provide at no charge to the Seller air
transportation, confirmed reservations for the annual vacation of the
persons mentioned in sub-Clause 15.1.1 above to and from their place of
assignment and the airport on the Buyer's network nearest to TOULOUSE,
FRANCE.
15.3.4 The Buyer shall assist the seller to obtain from the civil authorities of
the Buyer's country those documents which are necessary to permit the
Seller's Representatives to live and work in the Buyer's country. Failure
of the Seller to obtain the necessary documents shall relieve the Seller of
any obligation to the Buyer under the provisions of sub-Clauses 15.1.1 and
15.1.2.
15.4 Withdrawal of Seller's Representatives
The Seller shall have the right to withdraw its assigned personnel as it
sees fit if conditions arise which are in the Seller's opinion dangerous to
their safety or health or prevent them from fulfilling their contractual
tasks.
15.5 Seller's Representatives' Status
In providing the above technical services, the Seller's employees and other
Representatives are deemed to be acting in an advisory capacity only and at
no time shall they be deemed to act as Buyer's employees or agents either
directly or indirectly.
15.6 Indemnities
THE BUYER SHALL, EXCEPT IN CASE OF WILFUL MISCONDUCT OF THE SELLER, ITS
DIRECTORS, OFFICERS, AGENTS, SUBCONTRACTORS AND EMPLOYEES, BE SOLELY LIABLE
FOR AND SHALL INDEMNIFY AND HOLD HARMLESS THE SELLER, ITS DIRECTORS,
OFFICERS, AGENTS, SUBCONTRACTORS AND EMPLOYEES FROM AND AGAINST ALL
LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING LEGAL
EXPENSES AND ATTORNEY FEES) FOR ALL INJURIES TO OR DEATH OF PERSONS,
EXCEPTING INJURIES TO OR DEATH OF THE SELLER'S REPRESENTATIVES PROVIDING
THE SERVICES UNDER THIS CLAUSE 15, AND FOR LOSS OF OR DAMAGE TO PROPERTY
AND/OR FOR LOSS OF USE THEREOF HOWSOEVER ARISING OUT OF OR IN CONNECTION
WITH THE PERFORMANCE OF SERVICES UNDER THIS CLAUSE 15.
THE SELLER SHALL, EXCEPT IN CASE OF WILFUL MISCONDUCT OF THE BUYER, ITS
DIRECTORS, OFFICERS, AGENTS, SUBCONTRACTORS AND EMPLOYEES, BE SOLELY LIABLE
FOR AND SHALL INDEMNIFY AND HOLD HARMLESS THE BUYER, ITS DIRECTORS,
OFFICERS, AGENTS, SUBCONTRACTORS AND EMPLOYEES FROM AND AGAINST ALL
LIABILITIES, CLAIMS, DAMAGES, LOSSES, COSTS AND EXPENSES (INCLUDING LEGAL
EXPENSES AND ATTORNEY FEES) FOR ALL INJURIES TO OR DEATH OF THE SELLER'S
SAID REPRESENTATIVES DURING THE PERFORMANCE OF SERVICES UNDER THIS CLAUSE
15.
FOR THE PURPOSE OF THIS SUB-CLAUSE 15.6, SELLER'S REPRESENTATIVES SHALL BE
DEEMED TO INCLUDE THE REPRESENTATIVES REFERRED TO IN SUB-CLAUSES
15.1.1, 15.1.2 AND 15.2.
CONTENTS
CLAUSE TITLE
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16- TRAINING AND TRAINING AIDS
16.1 General
16.2 Logistics
16.3 Training Courses Execution
16.4 Training Aids and Materials
16.5 Training Engineering Support
16.6 Indemnities and Insurance
Appendix "A" Recommended Pilot Qualification in Relation to Training
Requirements
Appendix "B" List of A319 and A320 Maintenance Courses
Appendix "C" List of A319 and A320 Operations/Performance Courses
16. TRAINING AND TRAINING AIDS
16.1. General
16.1.1. Training Organization
The Seller shall supply training and training aids for the Buyer's
personnel in accordance with the provisions set forth in this Clause 16.
The training and training aids shall be provided by the Seller at its
training center in BLAGNAC, FRANCE, or by Airbus Service Company ("Airbus
Service Company") an US affiliate of the Seller having its training center
in MIAMI, FLORIDA, USA, subject to the availability of training allocation
in each training center. For the purposes of this Clause 16, the term
Seller shall include Airbus Service Company.
In the event of the non-availability of facilities or scheduling
imperatives making training by the Seller impractical, the Seller shall
make arrangements for the provision to the Buyer of such training support
elsewhere.
Certain training may also be provided by the Seller at one of the Buyer's
bases, if and when practicable for the Seller, under terms and conditions
to be mutually agreed upon. In this event, all additional charges listed in
sub-Clause 16.2.1.2 shall be borne by the Buyer.
Training courses provided for the Buyer shall be the Seller's standard
courses. The Seller shall be responsible for all training course syllabi,
training aids and training equipment necessary for the organization of the
training courses.
The training curricula and the training equipment may not be fully
customized. However, academic curricula may be modified to include the most
significant of the Buyer's Aircraft Specification (to the exclusion of
Buyer Furnished Equipment (BFE)) as known at the latest six (6) months
prior to the date of the first training course planned for the Buyer. The
equipment used for flight and maintenance personnel shall not be fully
customized; however, this equipment shall be configured in order to obtain
the relevant approval and to support the Seller's teaching programs.
In fulfilment of its obligation to provide training courses, the Seller
shall deliver to the trainees a certificate of completion at the end of any
such training course. The Seller's certificate does not represent authority
or qualification by any official Civil Aviation Authorities but may be
presented to such officials in order to obtain relevant formal
qualification.
Training courses provided for the Buyer's personnel shall be scheduled
according to plans mutually agreed upon during a Training Conference to be
held at least twelve (12) months prior to delivery of the first Aircraft.
The contractual training courses shall be provided up to one (1) year after
delivery of the last Aircraft ordered under this Agreement. In the event
that the Buyer should use none or only part of the training or training
aids to be provided pursuant to this Clause, no compensation or credit of
any sort shall be allowed to the Buyer.
16.1.2. Prerequisites
The Buyer warrants that trainees have the prerequisite jet transport
category experience as defined in Appendix "A" to this Clause 16 and are
able to fully understand, write and speak English in order to attend the
Seller's courses.
It is clearly understood that said training courses are "Transition
Training Courses" and not "Initial Training Courses".
Furthermore, the Buyer shall be responsible for the selection of the
trainees and for any liability with respect to the entry knowledge level of
the trainees.
The Buyer shall provide the Seller with an attendance list of the trainees
for each course with the validated qualification of each trainee. The
Seller reserves the right to check the trainees' proficiency and previous
professional experience. The Seller shall in no case warrant or otherwise
be held liable for the trainee's performance as a result of any training
services thus provided.
Upon the Buyer's request, the Seller may be consulted to orientate the
above mentioned trainee(s) through a relevant entry level training program,
which shall be at the Buyer's charge, and, if necessary, to coordinate with
competent outside organizations for this purpose. Such consultation should
be held during the Training Conference.
In the event the Seller should determine that a trainee lacks such entry
level, such trainee shall, following consultation with the Buyer, be
withdrawn from the program and shall then be considered to be at the
Buyer's disposal.
16.2. Logistics
16.2.1 Trainees
16.2.1.1 The Seller shall provide free local transportation by bus for the
Buyer's trainees to and from designated pick up points and the training
center.
The Seller shall provide each flight crew with one (1) rented car, or
transportation by taxi, at the beginning of the fixed base simulator phase
of the course, specifically to be used to enable the crew to attend either
simulator or flight sessions at any time.
16.2.1.2 However, the Buyer shall indemnify and hold the Seller harmless from
and against all liabilities, claims, damages, costs and expenses for any
injury to or death of any of the Buyer's trainees occasioned during the
course of such transportation.
16.2.1.3 Living expenses for the Buyer's trainees are to be borne by the Buyer.
16.2.2 Seller's Instructors
In the event that, at the Buyer's request, training is provided by the
Seller's instructors at any location other than the Seller's training
centers, the Buyer shall reimburse the Seller for all the expenses related
to the assignment of such instructors and their performance of the duties
as aforesaid.
16.2.2.1 Living Expenses
Such expenses, covering the entire period from day of secondment to day of
return to the Seller's base, shall include but shall not be limited to
lodging, food and local transportation to and from the place of lodging and
the training course location. The Buyer shall reimburse the Seller for such
expenses on the basis of a per diem rate corresponding to the current per
diem rate used by the Seller for its personnel.
16.2.2.2 Air Travel
Airline reservation(s) shall be guaranteed and confirmed to the Seller's
instructors in business class on the Buyer's route network. When the use of
the Buyer's route network is not feasible or practical, the Buyer shall
reimburse the Seller for business class travel on other airlines.
It is understood that transportation for the Seller's instructors includes
air travel to and from the Seller's training centers and the place of
assignment.
16.2.2.3 Indemnities
The Buyer shall be solely liable for any and all delay in the performance
of the training outside of the Seller's training centers associated with
the transportation services described above and shall indemnify and hold
harmless the Seller from and against such delay and any consequences
arising therefrom.
16.2.3 Training Equipment Availability
Training equipment necessary for course performance at any course location
other than Seller's training centers shall be provided by the Buyer in
accordance with the Seller's specifications.
16.3. Training Courses Execution
16.3.1. Flight Crew Transition Course
The Seller shall train up to the CAT three level, * a total of * of the
Buyer's flight crews in a Flight Crew Transition course program (or in a
Cross Crew Qualification program), each crew shall consist of one Captain
(1) and one (1) First Officer. The training manual shall be the Airbus
Industrie Flight Crew Operating Manual.
In addition, the Seller shall provide * Flight Crew Instructor
Familiarization Training Course for * Captains out of the Buyer's flights
crews receiving the Flight Crew Transition Course as referred above.
Whenever base flight training is required, the Buyer shall use its
delivered Aircraft for said base flight training, which shall not exceed *
of * * hours per pilot. When such base flight crew training is performed in
BLAGNAC, FRANCE, the Seller shall provide * line maintenance, including
servicing, preflight checks and changing of minor components, subject to
conditions agreed in the present agreement.
The Buyer shall provide mutually agreed spare parts as required to support
said Aircraft in-flight training and shall provide public liability
insurance in line with sub-Clause 16.6.
In all cases, the Buyer shall bear all expenses such as fuel, oil and
landing fees.
16.3.2. Flight Crew Line Initial Operating Experience
In order to assist the Buyer with initial operating experience after
delivery of the first Aircraft, the Seller shall provide to the Buyer *
pilot instructor man-months (number of pilot present at the same time to be
mutually agreed). The Buyer shall reimburse the expenses for each such
instructor according to sub-Clause 16.2.1.2. Additional pilot instructors
can be provided at the Buyer's expense and upon conditions to be mutually
agreed upon.
16.3.3. MAINTENANCE TRAINING
16.3.3.1 The available courses are listed in Appendix "B" to this Clause 16.
16.3.3.2 The Seller shall train * the Buyer's ground personnel for a training
period equivalent to * trainee days of instruction in the courses listed in
Appendix "B" to this Clause 16. However, the number of Engine Run-up
courses shall be limited to * trainees per firmly ordered Aircraft and to a
maximum of * in total.
16.3.3.3 Courses shall only be scheduled for a given minimum number of
participants as agreed to at the Training Conference.
Trainee days are counted as follows:
- 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 at the beginning of the course shall be counted as the
number of trainees considered to have taken the course.
- for instruction outside of the Seller's training centers: one (1) day
of secondment of one (1) Seller instructor equals the actual number of
trainees attending the course or a minimum of twelve (12) trainee
days.
16.3.3.4 On-the-Job Training
Upon request by the Buyer, the Seller shall organize up to a maximum of *
On-the-Job training courses for * trainees per course.
For On-the-Job training courses, one (1) day of instruction shall equal
twelve (12) trainee days.
16.3.4. Line Maintenance Initial Operating Training
In order to assist the Buyer during the entry into service of the Aircraft,
the Seller shall provide to the Buyer one (1) maintenance instructor at the
Buyer's base for a period of * months. This line maintenance training shall
cover training in handling and servicing of Aircraft, flight crew /
maintenance coordination, use of manuals and any other activities which
might be deemed necessary for this training after delivery of the first
Aircraft.
The Buyer shall reimburse the expenses for said instructor according to
sub-Clause 16.2.1.2. Additional maintenance instructors can be provided at
the Buyer's expense.
16.3.5. Cabin Attendants' Familiarization Course
The Seller shall offer up to * sessions of a free-of-charge cabin
attendants' course to twelve (12) of the Buyer's cabin attendants.
16.3.6. Performance / Operations Course
The available courses are listed in Appendix "C" to this Clause 16.
The Seller shall provide * trainee days of Performance/Operations training
for the Buyer's personnel. Courses shall only be scheduled for a given
minimum number of participants as agreed upon at the Training Conference.
16.3.7. Vendors and Engine Manufacturer Training
The Seller shall ensure that major Vendors and the applicable Propulsion
Systems Manufacturer provide maintenance and overhaul training on their
products at appropriate times.
A list of the Vendors concerned may be supplied to the Buyer upon request.
16.4. Training Aids and Materials
16.4.1. Training Aids for Trainees at the Training Centers
Paper documentation for trainees receiving the instruction referred to
above in sub-Clause 16.3 at the Seller's training centers shall be
free-of-charge.
Training aids shall be "FOR TRAINING ONLY" and as such are supplied for the
sole and express purpose of training.
16.4.2. Training Aids and Materials for Buyer's Training Organization
The Seller shall provide * sets of the Seller's VACBI courseware for the
workstation related to the Aircraft type as covered by this Agreement,
including the relating utilization rights. The courseware shall be the
Seller VACBI courseware as used by the Seller in its official training
centers.
The items delivered to the Buyer under the terms of this sub-Clause 16.4.2
shall be for the training of the Buyer's personnel only.
Supply of sets of additional courseware supports, as well as any extension
to the right of utilization of such courseware, shall be subject to terms
and conditions to be mutually agreed. VACBI supply general conditions shall
apply and shall be detailed during the Training Conference.
The Buyer shall agree not to disclose the content of the courseware or any
information or documentation provided by the Seller in relation to training
in whole or in part, to any third party without prior written consent of
the Seller.
16.5. Training Engineering Support
If requested by the Buyer and on terms to be agreed upon, the Seller shall
assist the Buyer with the introduction of training programs at the Buyer's
training center.
16.6. Indemnities and Insurance
16.6.1. Indemnity and Insurance Relating to Ground Training
16.6.1.1 The Seller shall, except in case of wilful misconduct of the Buyer, its
directors, officers, agents or employees, be solely liable for and shall
indemnify and hold harmless the Buyer, its directors, officers, agents and
employees from and against all liabilities, claims, damages, costs and
expenses (including legal expenses and attorney fees) in respect of loss of
or damage to the Seller's property and/or injury to or death of the
directors, officers, agents or employees of the Seller and/or from and
against all liabilities, claims, damages, costs and expenses (including
legal expenses and attorney fees) for any damages caused by the Seller to
third parties, caused by or in any way connected to the performance of the
ground training services subject of this Agreement.
The Buyer shall, except in case of wilful misconduct of the Seller, its
directors, officers, agents or employees, be solely liable for and shall
indemnify and hold harmless the Seller, its directors, officers, agents and
employees from and against all liabilities, claims, damages, costs and
expenses (including legal expenses and attorney fees) in respect of loss of
or damage to the Buyer's property and/or injury to or death of the
directors, officers, agents or employees of the Buyer and/or from and
against all liabilities, claims, damages, costs and expenses (including
legal expenses and attorney fees) for any damages caused by the Buyer to
third parties, caused by or in any way connected with the performance of
the ground training services subject of this Agreement.
16.6.1.2. For the purposes of this sub-Clause 16.6.1 "ground training services"
include but are not limited to all training courses performed in classroom
(classical or VACBI CBT courses), full flight simulator sessions, fixed
base simulator sessions, field trips, provided under or in connection with
the provisions of this Agreement.
16.6.2. Indemnity and Insurance relating to Training on Aircraft
16.6.2.1. The Buyer shall, except in the case of wilful misconduct of the
Seller, its directors, officers, agents and employees, be solely liable for
and shall indemnify and hold harmless the Seller from and against all
liabilities, claims, damages, costs and expenses (including legal expenses
and attorney fees) incident thereto or incident to successfully
establishing the right to indemnification, for injury to or death of any
person (including any of the Buyer's directors, officers, agents and
employees utilizing such training services, but not directors, officers,
agents and employees of the Seller) and/or for loss of or damage to any
property and/or for loss of use thereof arising (including the aircraft on
which the training services are performed), caused by or in any way
connected to the performance of any training services defined in this
Agreement.
The foregoing indemnity shall not apply to legal liability to any person
other than the Buyer, its directors, officers, agents or employees arising
out of an accident caused solely by a product defect in the Aircraft
delivered to and accepted by the Buyer hereunder.
16.6.2.2. For the purposes of this sub-Clause 16.6.2. "training services"
include but are not limited to all training courses, base flight training,
line training, line assistance, flight, ferry flight, maintenance support,
maintenance training (including On the Job Training and Hot Run-Up) or
training support performed on aircraft, provided under or in connection
with the provisions of this Agreement.
16.6.2.3. For all training periods on aircraft, after delivery, the Buyer shall
cause the Seller, its subsidiaries, the associated contractors and
sub-contractors and the assignees of each of the foregoing and their
respective directors, officers, agents and employees to be named as
additional insureds under all liability policies of the Buyer to the extent
of the Buyer's undertaking set forth in sub-Clause 16.6.2.1. With respect
to the Buyer's hull all risks and hull war risks insurances, the Buyer
shall cause the insurers of the Buyer's hull insurance policies to waive
all rights of subrogation against the Seller, its subsidiaries, the
associated contractors and sub-contractors and the assignees of each of the
foregoing and their respective directors, officers, agents and employees,
to the extent of the Buyer's undertaking set forth in sub-Clause 16.6.2.1.
Any applicable deductible shall be borne by the Buyer.
With respect to the above policies, the Buyer shall furnish to the Seller,
not less than seven (7) working days prior to the start of any such
training period, certificates of insurance, in English language, evidencing
the limits of liability cover and period of insurance in a form acceptable
to the Seller from the Buyer's insurance brokers certifying that such
policies have been endorsed as follows:
(I) The Buyer's policies shall be primary and non-contributory to any insurance
maintained by the Seller.
(II) Such insurance shall not become ineffective, cancelled, or coverage
decreased or materially changed except on seven (7) days' prior written
notice thereof to the Seller; and
(III) Under any such cover, all rights of subrogation against the Seller, its
subsidiaries, each of the associated contractors and subcontractors, the
assignees of each of the foregoing and their respective directors,
officers, agents and employees, have been waived to the extent of the
Buyer's undertaking and specifically referring to sub-Clause 16.6.2.1 and
to this sub-Clause 16.6.2.3.
16.6.3. For the purposes of this sub-Clause 16.6, "the Seller and its
subsidiaries" includes the Seller, Airbus Service Company, each of the
associated contractors, and sub-contractors, the assignees of each of the
foregoing, and their respective directors, officers, agents and employees.
16.6.4. If any claim is made or suit is brought against either party (or its
respective directors, officers, agents or employees) for damages for which
liability has been assumed by the other party in accordance with the
provisions of this Agreement, the party against which a claim is so made or
suit is so brought shall promptly give notice to the other party, and the
latter shall (unless otherwise requested by the former party against which
a claim is so made or suit is so brought, in which case the other party
nevertheless shall have the right to) assume and conduct the defence
thereof, or effect any settlement which it, in its opinion, deems proper.
CLAUSE 16 - APPENDIX "A"
RECOMMENDED PILOT QUALIFICATION
IN RELATION TO TRAINING REQUIREMENTS
(TRANSITION COURSES)
The prerequisites listed below are the minimum requirements specified for Airbus
training. If the appropriate regulatory agency or the specific airline policy of
the trainee demand greater or additional requirements, they shall apply as
prerequisites.
- FIRST OFFICER prerequisites
- Fluency in English
- 500 hours minimum flying experience as pilot
- 300 hours experience on FAR/JAR 25 aircraft
- 200 hours flying experience as airline pilot or a corporate pilot or
military pilot
- CAPTAIN prerequisites
- Fluency in English
- 1500 hours minimum flying experience as pilot
- 1000 hours experience on FAR/JAR 25 aircraft
- 200 hours experience as airline or corporate pilot
For both FIRST OFFICER and CAPTAIN, if one or several of the above criteria are
not met, the trainee must follow:
- an adapted course (example: if not fluent in English, an adapted course
with a translator)
- or an ELT (Entry Level Training) program before entering the regular or the
adapted course.
CLAUSE 00 - XXXXXXXX "X"
LIST OF A319 MAINTENANCE COURSES
JM01 GENERAL FAMILIARIZATION COURSE
JM02 RAMP SERVICING COURSE
JM35 LINE MECHANICS COURSE
JM45 LINE/BASE MECHANICS/ELECTRICS COURSE
JM52 LINE/BASE AVIONICS/ELECTRICS COURSE
JM42 LINE/BASE MECHANICS/ELECTRICS/AVIONICS COURSE
JM07 ENGINE RUN UP COURSE
JM09 MECHANICAL CONTROL RIGGING COURSE
JM10 CABIN INTERIOR & EMERGENCY EQUIPMENT
JM12 ON THE JOB PRACTICAL TRAINING
JM13 MAINTENANCE INITIAL OPERATING COURSE
JM18 MAINTENANCE ETOPS COURSE
JM20 AIDS MAINTENANCE COURSE
XM15 BASIC DIGITAL AND MICROPROCESSOR
JMG04 CARGO LOADING AND HANDLING COURSE
JMFT FIELD TRIP
JMSIM SIMULATOR SESSIONS
JMFMT FIELD TRIP + SIMULATOR SESSIONS
JM11 METALLIC STRUCTURE MAINTENANCE
JM16 STRUCTURE NDT INSPECTION COURSE
JM17 COMPOSITE STRUCTURE REPAIR COURSE (SHOP LEVEL)
JM21 STRUCTURAL REPAIR COURSE FOR ENGINEERS
JM23 MATERIEL AND PROCESSES COURSE FOR ENGINEERS
CLAUSE 00 - XXXXXXXX "X"
LIST OF A320 MAINTENANCE COURSES
EM01 GENERAL FAMILIARIZATION COURSE
EM02 RAMP SERVICING COURSE
EM35 LINE MECHANICS COURSE
EM45 LINE/BASE MECHANICS/ELECTRICS COURSE
EM52 LINE/BASE AVIONICS/ELECTRICS COURSE
EM42 LINE/BASE MECHANICS/ELECTRICS/AVIONICS COURSE
EM07 ENGINE RUN UP COURSE
EM09 MECHANICAL CONTROL RIGGING COURSE
EM10 CABIN INTERIOR & EMERGENCY EQUIPMENT
EM12 ON THE JOB PRACTICAL TRAINING
EM13 MAINTENANCE INITIAL OPERATING EXPERIENCE
EM18 MAINTENANCE ETOPS COURSE
EM20 AIDS MAINTENANCE COURSE
XM15 BASIC DIGITAL AND MICROPROCESSOR
EMG04 CARGO LOADING AND HANDLING COURSE
EMFT FIELD TRIP
EMSIM SIMULATOR SESSIONS
EMFMT FIELD TRIP + SIMULATOR SESSIONS
EM11 METALLIC STRUCTURE MAINTENANCE
EM16 STRUCTURE NDT INSPECTION COURSE
EM17 COMPOSITE STRUCTURE REPAIR COURSE (SHOP LEVEL)
EM21 STRUCTURAL REPAIR COURSE FOR ENGINEERS
EM23 MATERIEL AND PROCESSES COURSE FOR ENGINEERS
CLAUSE 16 - APPENDIX "C"
LIST OF A319 OPERATIONS/PERFORMANCE COURSES
JG01 MANAGEMENT SURVEY COURSE
JG02 PERFORMANCE ENGINEER COURSE
JG03 DISPATCHER TRANSITION COURSE
JG38 DISPATCHER TRANSITION AND ETOPS QUALIFICATION COURSE
JG06 BALANCE CHART DESIGN COURSE
JG07 LOAD MASTER TRANSITION COURSE
JG67 BALANCE CHART DESIGN AND LOAD MASTER TRANSITION COURSE
JG08 ETOPS QUALIFICATION DISPATCHER COURSE
CLAUSE 16 - APPENDIX "C"
LIST OF A320 OPERATIONS/PERFORMANCE COURSES
EG01 MANAGEMENT SURVEY COURSE
EG02 PERFORMANCE ENGINEER COURSE
EG03 DISPATCHER TRANSITION COURSE
EG38 DISPATCHER TRANSITION AND ETOPS QUALIFICATION COURSE
EG06 BALANCE CHART DESIGN COURSE
EG07 LOAD MASTER TRANSITION COURSE
EG67 BALANCE CHART DESIGN AND LOAD MASTER TRANSITION COURSE
EG08 ETOPS QUALIFICATION DISPATCHER COURSE
CONTENTS
CLAUSE TITLE
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17- VENDOR PRODUCT SUPPORT
17.1 Vendor Product Support Agreements
17.2 Vendor Compliance
17- VENDOR PRODUCT SUPPORT
17.1 Vendor Product Support Agreements
17.1.1 The Seller has obtained product support agreements transferable to the
Buyer from Vendors of Seller Furnished Equipment listed in the
Specification.
17.1.2 These agreements are based on the "World Airlines Suppliers Guide" and
include Vendor commitments as contained in the "Vendor Product Support
Agreements" which include the following provisions:
17.1.2.1 Technical data and manuals required to operate, maintain, service and
overhaul the Vendor items. Such technical data and manuals shall be
prepared in accordance with the applicable provisions of ATA Specification
100 and 101 in accordance with Clause 14 including revision service and be
published in the English language. The Seller shall recommend that software
data, supplied in the form of an Appendix to the Component Maintenance
Manual, be provided in compliance with ATA Specification 102 up to level 3
to protect Vendor's proprietary interest.
17.1.2.2 Warranties and guarantees including standard warranties. In addition,
landing gear Vendor shall provide Service Life Policies for landing gear
structure.
17.1.2.3 Training to ensure efficient operation, maintenance and overhaul of the
Vendor's items for the Buyer's instructors, shop and line service
personnel.
17.1.2.4 Spares data in compliance with ATA 200/2000 Specification, Initial
Provisioning Recommendations, spare parts and logistic service including
routine and emergency deliveries.
17.1.2.5 Technical service to assist the Buyer with maintenance, overhaul,
repair, operation and inspection of Vendor items as well as required
tooling and Spares provisioning.
17.2 Vendor Compliance
The Seller shall monitor Vendor compliance with support commitments defined
in the "Vendor Product Support Agreements" and shall take remedial action
together with the Buyer if necessary.
CONTENTS
CLAUSE TITLE
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18- BUYER FURNISHED EQUIPMENT AND DATA
18.1 Administration
18.2 Aviation Authorities' Requirements
18.3 Buyer's Obligation and Seller's Remedies
18.4 Title and Risk of Loss
18- BUYER FURNISHED EQUIPMENT AND DATA
18.1 Administration
18.1.1 Without additional charge, the Seller shall provide for the installation
of those items of equipment which are identified in the Specification as
being furnished by the Buyer ("Buyer Furnished Equipment" or "BFE").
The Seller shall advise the Buyer of the dates by which, in the planned
release of engineering for the Aircraft, the Seller requires a written
detailed engineering definition including the description of the dimensions
and weight of BFE, the information related to its certification and
information necessary for the installation and operation thereof. The Buyer
shall furnish such detailed description and information by the dates so
specified. Such information, dimensions and weights shall not thereafter be
revised unless authorized by a SCN.
The Seller shall also furnish in due time to the Buyer a schedule of dates
and indication of shipping addresses for delivery of BFE and, where
requested by the Seller, additional spare BFE to permit installation in the
Aircraft and delivery of the Aircraft in accordance with the delivery
schedule. The Buyer shall provide such equipment by such dates in a
serviceable condition, in order to allow performance of any assembly, test,
or acceptance process in accordance with the industrial schedule.
The Buyer shall also provide, when requested by the Seller, at AEROSPATIALE
Works in TOULOUSE (FRANCE) and / or at DAIMLER-BENZ AEROSPACE AIRBUS GmbH,
Division Hamburger Flugzeugbau Works in HAMBURG (FEDERAL REPUBLIC OF
GERMANY) adequate field service including support from BFE suppliers to act
in a technical advisory capacity to the Seller in the installation,
calibration and possible repair of any BFE.
18.1.2 The Seller shall be entitled to refuse any item of BFE which it considers
incompatible with the Specification, the above mentioned engineering
definition or the certification requirements.
18.1.3 The BFE shall be imported into FRANCE or into the FEDERAL REPUBLIC OF
GERMANY by the Buyer under a suspensive customs system ("Regime de
I'entrepot industriel pour fabrication coordonnee" or "Zollverschluss")
without application of any French or German tax or customs duty, and shall
be Delivered Duty Unpaid (DDU) according to the Incoterms definition.
Shipping Addresses :
AEROSPATIALE, Societe Nationale Industrielle
000 Xxxxx xx Xxxxxxx
00000 XXXXXXXX
XXXXXX
or:
DAIMLER-BENZ AEROSPACE AIRBUS GmbH
Division Hamburger Flugzeugbau
Kreetslag 10
00000 XXXXXXX
XXXXXXX XXXXXXXX OF GERMANY
as provided for in sub-Clause 18.1.
18.1.4 If the Buyer requests the Seller to supply directly certain items which
are considered as BFE according to the Specification and if such request is
notified to the Seller in due time in order not to affect the delivery date
of the Aircraft, the Seller may agree to order such items subject to the
execution of a SCN reflecting the effect on price, escalation adjustment,
and any other conditions of the Agreement. In such a case the Seller shall
be entitled to the payment of a reasonable handling charge and shall bear
no liability in respect of delay and product support commitments for such
items which shall be the subject of separate arrangements between the Buyer
and the relevant vendor.
18.2 Aviation Authorities' Requirements
The Buyer is responsible for, at its expenses, and warrants that BFE shall
be manufactured by a qualified supplier, shall meet the requirements of the
applicable Specification, shall comply with applicable requirements
incorporated by reference to the Type Certificate and listed in the Type
Certificate Data Sheet, shall be approved by the Aviation Authorities
delivering the Certificate of Airworthiness for Export and by the Buyer's
Aviation Authorities for installation and use on the Aircraft at the time
of delivery of such Aircraft.
18.3 Buyer's Obligation and Seller's Remedies
18.3.1 Any delay or failure in complying with the foregoing warranty or in
providing the descriptive information or service representatives mentioned
in sub-Clause 18.1 or in furnishing the BFE in serviceable condition at the
requested delivery date or in obtaining any required approval for such
equipment under the above mentioned Aviation Authorities regulations may
delay the performance of any act to be performed by the Seller, and cause
the Final Price of the Aircraft to be adjusted in accordance with the
updated delivery schedule and to include in particular the amount of the
Seller's additional costs, attributable to such delay or failure such as
storage, taxes, insurance and costs of out-of sequence installation.
18.3.2 Further, in any such event, the Seller may:
(i) select, purchase and install an equipment similar to the involved one,
in which event the Final Price of the affected Aircraft shall also be
increased by the purchase price of such equipment plus reasonable
costs and expenses incurred by the Seller for handling charges,
transportation, insurance, packaging and if so required and not
already provided for in the price of the Aircraft for adjustment and
calibration; or
(ii) if the BFE shall be so delayed by more than * days, or unapproved
within * days deliver the Aircraft without the installation of such
equipment, notwithstanding the terms of sub-Clause 7.1 insofar as it
may otherwise have applied, and the Seller shall thereupon be relieved
of all obligations to install such equipment The Buyer may also elect
to have the Aircraft so delivered.
18.4 Title and Risk of Loss
Title to and risk of loss of any BFE shall at all times remain with the
Buyer. The Seller shall have only such responsibility for BFE as is
provided for by law but shall not be liable for loss of use.
CONTENTS
CLAUSE TITLE
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19- DATA RETRIEVAL
19- DATA RETRIEVAL
The Buyer shall provide the Seller, as the Seller may reasonably request,
with all the necessary data pertaining to the operation of the Aircraft for
an efficient and coordinated survey of all reliability, maintainability,
operational and cost data with a view to improving the safety, availability
and operational costs of the Aircraft.
CONTENTS
CLAUSE TITLE
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20- TERMINATION
20.1 Termination for Insolvency
20.2 Termination for Non-Payment of Predelivery Payments
20.3 Termination for Failure to Take Delivery
20.4 General
20- TERMINATION
20.1 Termination for Insolvency
In the event that either the Seller or the Buyer:
(a) makes a general assignment for the benefit of creditors or becomes
insolvent;
(b) files a voluntary petition in bankruptcy;
(c) petitions for or acquiesces in the appointment of any receiver,
trustee or similar officer to liquidate or conserve its business or
any substantial part of its assets;
(d) commences under the laws of any competent jurisdiction any proceeding
involving its insolvency, bankruptcy, reorganisation, readjustment of
debt, dissolution, liquidation or any other similar proceeding for the
relief of financially distressed debtors;
(e) becomes the object of any proceeding or action of the type described
in (c) or (d) above and such proceeding or action remains undismissed
or unstayed for a period of at least * days; or
(f) is divested of a substantial part of its assets for a period of at
least * days,
then the other party may, to the full extent permitted by law, by written
notice, terminate all or part of this Agreement.
20.2 Termination for Non-Payment of Predelivery Payments
If for any Aircraft the Buyer fails to make any predelivery payments at the
time, in the manner and in the amount specified in sub-Clause 5.2.1 the
Seller may, by written notice, terminate all or part of this Agreement with
respect to undelivered Aircraft.
20.3 Termination for Failure to Take Delivery
If the Buyer fails to comply with its obligations as set forth under Clause
8 and/or Clause 9, or fails to pay the Final Price of the Aircraft, * the
Seller shall have the right to put the Buyer on notice to do so within a
period of * working days after the date of such notification.
If the Buyer has not cured such default within such period, the Seller may,
by written notice, terminate all or part of this Agreement with respect to
undelivered Aircraft.
All costs referred to in sub-Clause 9.4.1 and relating to the period
between the delivery date and the date of termination of all or part of
this Agreement shall be borne by the Buyer.
20.4 GENERAL
20.4.1 To the full extent permitted by law, the termination of all or part of
this Agreement, pursuant to sub-Clauses 20.1, 20.2 and 20.3 shall become
effective immediately upon receipt by the relevant party of the notice of
termination sent by the other party without it being necessary for either
party to take any further action or to seek any consent from the other
party or any court having jurisdiction.
20.4.2 The right for either party under sub-Clause 20.1 and for the Seller under
sub-Clauses 20.2 and 20.3 to terminate all or part of this Agreement shall
be without prejudice to any other rights and remedies available to such
party to seek termination of all or part of this Agreement before any court
having jurisdiction pursuant to any failure by the other party to perform
its obligations under this Agreement.
20.4.3 If the party taking the initiative of terminating this Agreement decides
to terminate part of it only, the notice sent to the other party shall
specify the number of Aircraft, services, data and other items undelivered
or unfurnished on the date of such termination for which such partial
termination shall be effective.
20.4.4 In the event of termination of this Agreement following a default from
the Buyer, including but not limited to a default under sub-Clauses 20.1,
20.2 and 20.3, the Seller, without prejudice to any other rights and
remedies available under this Agreement or by law, shall retain an amount
equal to all predelivery payments, deposits, option fees and any other
monies paid by the Buyer to the Seller under this Agreement and
corresponding to the Aircraft, services, data and other items covered by
such termination.
CONTENTS
CLAUSE TITLE
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21- ASSIGNMENT
21- ASSIGNMENT
This Agreement shall be deemed personal to the parties hereto and the
rights and/or obligations induced shall not be assigned ("cession"),
novated ("novation"), delegated ("delegation"), sold or transferred in any
manner, in whole or in part, by either party without the prior written
consent of the other party, such consent not to be unreasonably withheld.
Any assignment made without such consent shall be of no effect whatsoever
as between the parties hereto, except that the Seller shall have the right
to transfer its rights and/or its obligations hereunder to any of its
majority owned subsidiaries or to its successors or assigns without the
consent of the Buyer.
CONTENTS
CLAUSE TITLE
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22- MISCELLANEOUS PROVISIONS
22.1 Notices
22.2 Waiver
22.3 Interpretation and Law
22.4 Alteration to Contract
22.5 Language
22.6 Confidentiality
22.7 General
22- M1SCELLANEOUS PROVISIONS
22.1 Notices
All notices and requests required or authorized hereunder shall be given in
writing either by personal delivery to an authorized representative of the
party to whom the same is given or by registered mail (return receipt
requested) or by telegraph or cable and the date upon which any such notice
or request is so personally delivered or if such notice or request is given
by registered mail, telegraph or cable, the date upon which it is received
by the addressee shall be deemed to be the effective date of such notice or
request.
Seller's address for notices is:
AIRBUS INDUSTRIE
Attn. to V.P. Xxxxxxxxx
0 Xxxx-Xxxxx Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
Buyer's address for notice is:
XXX
Xxx Monsenhor Xxxxxxx Xxxx 94
SAO PAULO
BRAZIL
or such other address or such other person as the party receiving the
notice or request may reasonably designate from time to time.
22.2 Waiver
The failure of either party to enforce at any time any of the provisions of
this Agreement, or to exercise any option herein provided, or to require at
any time performance by the other party of any of the provisions hereof,
shall in no way be construed to be a present or future waiver of such
provisions nor in any way to affect the validity of this Agreement or any
part thereof or the right of the other party thereafter to enforce each and
every such provision. The express waiver (whether one (1) or several times)
by either party of any provision, condition or requirement of this
Agreement shall not constitute a waiver of any future obligation to comply
with such provision, condition or requirement.
22.3 Interpretation and Law
This Agreement shall be governed by and construed and performance thereof
shall be determined in accordance with the Laws of France.
In the event of a dispute arising from the interpretation performance or
breach of this Agreement, said dispute shall fall within the exclusive
jurisdiction of the French Courts and only the Laws of France shall be
applicable.
In the event that any provision of this Agreement should for any reason be
held ineffective, the remainder of this Agreement shall remain in full
force and effect.
Clause and sub-Clause headings used in this Agreement are for convenient
reference only and shall not affect the Agreement's interpretation.
22.4 Alterations to Contract
This Agreement contains the entire agreement between the parties and
supersedes any previous understandings, commitments or representations
whatsoever oral or written. This Agreement shall not be varied except by an
instrument in writing of date even herewith or subsequent hereto executed
by both parties or by their duly authorized representatives.
22.5 Language
All correspondence, documents and any other written matters in connection
with this Agreement shall be in English.
This Agreement has been executed in two (2) original copies which are in
English.
22.6 Confidentiality
This Agreement including any Exhibits, or other documents related hereto
shall be treated by both parties as confidential and shall not be released
in whole or in part to any third party except as may be required by law, or
to professional advisors for the purpose of implementation hereof. In
particular, each party agrees not to make any press release concerning the
whole or any part of the contents and/or subject matter hereof or of any
future addendum hereto without the prior consent of the other party hereto.
22.7 General
The Buyer and the Seller agree that this Agreement is an international
supply contract which has been the subject of discussion and negotiation,
that all its terms and conditions are fully understood by the parties, and
that the price of the Aircraft and the other mutual agreements of the
parties set forth herein were arrived at in consideration of, inter alia,
all the provisions hereof specifically including all waivers, releases and
renunciations by the Buyer set out herein.
IN WITNESS WHEREOF this Agreement was entered into the day and year first above
written.
For and on behalf of For and on behalf of
TAM - AIRBUS INDUSTRIE
TRANSPORTES AEREOS REGIONAIS
/s/ /s/
------------------------------------- ----------------------------------------
Name: Name:
Title: Title:
------------------------------ ---------------------------------
/s/ /s/
------------------------------------- ----------------------------------------
Name: Name:
Title: Title:
------------------------------ ---------------------------------
EXHIBIT "A"
The A319-100 and A320-200 Standard Specification are contained in a separate
folder.
[Four Pages redacted]
*
EXHIBIT "B"
S.C.N. FORM
AIRBUS INDUSTRIE
(AIRBUS INDUSTRIE LOGO)
SPECIFICATION CHANGE NOTICE SCN Number _________
Issue ______________
(SCN) Dated ______________
Page: 1 of 3
Title:
------------------------------
Description:
------------------------
EFFECT ON WEIGHT
Manufacturer's Weight Empty Change ..:
Operational Weight Empty Change .....:
Allowable Payload Change ............:
REMARKS/ REFERENCES
Responds to RFC
Specification changed by this SCN
This SCN requires prior or concurrent acceptance of the following SCN(s):
PRICE PER AIRCRAFT
US DOLLARS:
AT DELIVERY CONDITIONS:
This change will be effective on _____ AIRCRAFT No _____ and subsequent _____
Provided approval is received by _____________________________
Buyer approval Seller approval
---------------------- -----------------------
AIRBUS INDUSTRIES
(AIRBUS INDUSTRIES LOGO)
SPECIFICATION CHANGE NOTICE SCN Number ___________
Issue ________________
(SCN) Dated ________________
Page: 2 of 3
SPECIFICATION REPERCUSSION:
After contractual agreement with respect to weight, performance, delivery,
etc. the indicated part of the specification wording will read as follows:
AIRBUS INDUSTRIE
(AIRBUS INDUSTRIE LOGO)
SPECIFICATION CHANGE NOTICE SCN Number ____________
Issue _________________
(SCN) Dated _________________
Page: 3 of 3
SCOPE OF CHANGE (FOR INFORMATION ONLY)
EXHIBIT "C"
SERVICE LIFE POLICY
ITEMS OF PRIMARY STRUCTURE
SELLER SERVICE LIFE POLICY
1. The Items covered by the Service Life Policy pursuant to sub-Clause 12.2
are those Seller Items of primary and auxiliary structure described
hereunder.
2. WINGS - CENTER AND OUTER WING BOX
2.1 Spars
2.2 Ribs inside the wing box
2.3 Upper and lower panels of the wing box
2.4 Fittings
2.4.1 Attachment fittings for the flap structure
2.4.2 Attachment fittings for the engine pylons
2.4.3 Attachment fittings for the main landing gear
2.4.4 Attachment fittings for the center wing box
2.5 Auxiliary Support Structure
2.5.1 For the slats:
2.5.1.1 Ribs supporting the track rollers on wing box structure
2.5.1.2 Ribs supporting the actuators on wing box structure
2.5.2 For the ailerons:
2.5.2.1 Hinge brackets and ribs on wing box rear spar or shroud box
2.5.2.2 Actuator fittings on wing box rear spar or shroud box
2.5.3 For airbrakes, spoilers, lift dumpers:
2.5.3.1 Hinge brackets and ribs on wing box rear spar or shroud box
2.5.3.2 Actuator fittings on wing box rear spar or shroud box
3. FUSELAGE
3.1 Fuselage structure
3.1.1 Fore and aft bulkheads
3.1.2 Pressurized floors and bulkheads surrounding the main and nose gear wheel
well and centre wing box
3.1.3 Skins with doubters, stringers and frames from the forward pressure
bulkheads to the frame supporting the rear attachment of horizontal
stabilizer
3.1.4 Window and windscreen attachment structure but excluding transparencies
3.1.5 Passenger and cargo doors internal structure
3.1.6 Xxxxx excluding scuff plates and upper beams surrounding passenger and
cargo door apertures
3.1.7 Cockpit floor structure and passenger cabin floor beams excluding floor
panels and seat rails
3.1.8 Keel beam structure
3.2 Fittings
3.2.1 Landing gear attachment fittings
3.2.2 Support structure and attachment fittings for the vertical and horizontal
stabilizers
4. STABILIZERS
4.1 Horizontal Stabilizer Main Structural Box
4.1.1 Spars
4.1.2 Ribs
4.1.3 Upper and lower skins and stringers
4.1.4 Attachment fittings to fuselage and trim screw actuator
4.1.5 Elevator support structure
4.1.5.1 Hinge bracket
4.1.5.2 Servocontrol attachment brackets
4.2 Vertical Stabilizer Main Structural Box
4.2.1 Spars
4.2.2 Ribs
4.2.3 Skins and stringers
4.2.4 Attachment fittings to fuselage
4.2.5 Rudder support structure
4.2.5.1 Hinge brackets
4.2.5.2 Servocontrol attachment brackets
5. Bearing and roller assemblies, bearing surfaces, bushings, bolts, rivets,
access and inspection doors, including manhole doors, latching mechanisms,
all system components, commercial interior parts, insulation and related
installation and connecting devices are excluded from this Seller Service
Life Policy.
EXHIBIT "D"
MANUALS
LIST OF DOCUMENTS
The following identifies the Technical Publications provided in support of the
Aircraft. The explanation of the table is as follows:
MANUAL DESIGNATION Self explanatory.
ABBREVIATED DESIGNATION (Abbr) Self explanatory.
FORM
AC APERTURE CARD. Refers to 35mm film contained on punched aperture
cards.
F MICROFILM. Refers to 16mm roll film in 3M type cartridges.
MF MASTER FILM. Refers to thick diazo film suitable for further
reproduction.
MP MASTER PAPER. Refers to manuals in paper with print on one (1) side of
the sheet, no folded pages. No punching, highly contrasted, suitable
for further reproduction or filming.
P1 PRINTED ONE SIDE. Refers to manuals in paper with print on one (1)
side of the sheets only.
P2 PRINTED BOTH SIDES. Refers to manuals with print on both sides of the
sheets.
DD DIGITAL DATA. Data format of deliverables depends on Aircraft model
and data, for more details please refer to the document "Digital
Deliverable Status".
TYPE
C CUSTOMIZED. Refers to manuals which are applicable to an individual
Airbus customer/operator fleet or aircraft.
G GENERIC. Refers to manuals which are applicable to a whole group of
Airbus customers for all aircraft types/models/series.
E ENVELOPE. Refers to manuals which are applicable to a whole group of
Airbus customers for a specific aircraft type/model/series.
P PRELIMINARY. Refers to preliminary data or manuals which may consist
of either:
- one-time issue not maintained by revision service, or
- preliminary issues maintained by revision service until final
manual or data delivery, or
- supply of best available data under final format with progressive
completion through revision service.
ATA Reference to manuals established with reference to ATA Specification No
100:
The manuals responding to ATA Specification No 100 shall be essentially in
accordance with revision:
21 for Aircraft Models A310, A300-600
23 for Aircraft Model A319, A320, A321
26 for Aircraft Model A330, A340
QUANTITY (Qty) Self explanatory.
DELIVERY (Deliv) Manual delivery refers to scheduled delivery dates and is
expressed in either the number of corresponding days prior to
first Aircraft delivery, or nil (0) corresponding to the
first delivery day.
The number of days indicated shall be rounded up to the next
regular revision release date.
MANUAL DESIGNATION Abbr Form Type ATA Qty Deliv
------------------ ---- ---- ---- --- --- -------
1. OPERATIONAL MANUALS AND DATA
Quick Reference Handbook QRH P2 C NO * 90
per A/C
Flight Crew Operating Manual FCOM P2 C NO * 90
per A/C
Flight Manual FM P1 C NO * 0
per A/C
Master Minimum Equipment List MMEL P2 C NO * 90***
Performance Engineer's Programs PEP DD C NO * 90*
Performance Programs Manual PPM P2 C NO * 90
Weight and Balance Manual WMB P1 C YES * 0***
* ONLY ONE FORM IS SUPPLIED
** WEIGHING EQUIPMENT LIST DELIVERED A FORTNIGHT AFTER AIRCRAFT DELIVERY
*** PLUS ONE COPY PER AIRCRAFT AT DELIVERY
MANUAL DESIGNATION Abbr Form Type ATA Qty Deliv
------------------ ---- ---- ---- --- --- -----
2. MAINTENANCE AND ASSOCIATED
MANUALS
APU Build-up Manual ABM P2 E NO * 90
Aircraft Maintenance Manual AMM DD C YES * 90
P2 C YES
Component Location Manual CLM P2 C NO * 90
Aircraft Time Limits/ TLMC P2 C YES * 90
Maintenance Checks
Aircraft Schematics Manual ASM P1 C YES * 90
Aircraft Wiring Manual AWM P1 C YES * 90
Aircraft Wiring Lists AWL F C YES * 90***
Electrical Standard Practices ESP P G YES * 90
Consumable Material List CML P2 G YES * 90
Duct Repair Manual DRM P2 E NO * 90
Fuel Pipe Repair Manual FPRM P2 G NO * 90
Illustrated Parts Catalog IPC DD C YES * 90*
(Airframe) P1
Illustrated Parts Catalog PIPC F C NO * 90**
(Power Plant)
* Issue date to be coordinated with Initial Provisioning Data delivery
included in EXHIBIT "E" Spare Parts Procurement.
** Supplied by Propulsion System Manufacturer 90 days prior to first Aircraft
delivery or concurrent with the first spare Quick Engine Change (QEC) kit
delivery, whichever first applies (NOT APPLICABLE TO A330 WITH XXXXX AND
WHITNEY ENGINES).
*** Wiring List can also be delivered in ATA format SGML as of 1998
MANUAL DESIGNATION Abbr Form Type ATA Qty Deliv
------------------ ---- ---- ---- --- --- -----
2. MAINTENANCE AND ASSOCIATED
MANUALS (continued)
Technical Publications TPCI DD E NO * 90
Combined Index
Illustrated Tool and Equipment TEM P2 E YES * 360
Manual
Maintenance Facility Planning MFP P2 E NO * 90
Maintenance Planning Document MPD P2 E NO * 360
Power Plant Build-up Manual PBM P2 C YES * 90*
Support Equipment Summary SES P1 G NO * 360
Tool and Equipment Drawings XXX AC E NO * 360
Tool and Equipment Index TEI P2 E NO * 360
Tool and Equipment Bulletins TEB P1 E NO * 90
Trouble Shooting Manual TSM DD C NO * 90
P2 C NO * 90
* Supplied by Propulsion System Manufacturer 90 days prior to first Aircraft
delivery or concurrent with the first spare Quick Engine Change (QEC) kit
delivery, whichever first applies (NOT APPLICABLE TO A330 WITH XXXXX AND
WHITNEY ENGINES).
MANUAL DESIGNATION Abbr Form Type ATA Qty Deliv
------------------ ---- ---- ---- --- --- -----
3. STRUCTURAL MANUALS
Nondestructive Testing NTM P2 E YES * 90
Manual
Structural Repair Manual SRM P2 E YES * 90
F E YES * 90
Power Plant Structural PSRM P2 E YES * 90****
Repair Manual F E YES * 90****
4. OVERHAUL DATA
Component Documentation CDS P2 C NO * 180
Status D C NO * 180
Component Evolution List CEL P2 G NO * **
Cable Fabrication Manual CFM P2 E NO * 90
Component Maintenance CMMM P2 E YES * 180*****
Manual Manufacturer F E YES * 180
Component Maintenance CMMV P2 E YES * 180***
Manual Vendor
* Optional
** Optional Delivered as follow-on for CDS
*** Supplied by Vendors
**** Supplied by Propulsion System Manufacturer
***** The selection, form, Type and quantities shall be further discussed.
MANUAL DESIGNATION Abbr Form Type ATA Qty Deliv
------------------ ---- ---- ---- --- --- -----
5. ENGINEERING DOCUMENTS
Installation and Assembly IAD AC C NO * 0
Drawings
Parts Usage (Effectivity) PU F E NO * 0
Schedule (Drawing S F E NO * 0
Nomenclature)
Drawing Numerical Index DNI P1 C NO * 0
Process and Material PMS F G NO * 0
Specification
Standards Manual SM F G NO * 0
MANUAL DESIGNATION Abbr Form Type ATA Qty Deliv
------------------ ---- ---- ---- --- --- -----
6. MISCELLANEOUS PUBLICATIONS
Airplane Characteristics AC P2 E NO * 360
for Airport Planning
Aircraft Recovery Manual ARM P2 E YES * 90
Cargo Loading System CLS P2 E NO * 180
Manual
Crash Crew Chart CCC P1 E NO * 180
List of Radioactive and LRE P1 G NO * 90
Hazardous Elements
List of Applicable LAP P2 C NO * 90
Publications
Livestock Transportation LTM P2 E NO * 90*
Manual
Service Bulletins SB P2 C YES * 0
F E YES * 90
Service Information SIL P1 E YES * 0
Letters
Transportability Manual TM P1 G NO * 90
Vendor Information Manual VIM D G NO * 360
Vendor Information Manual VIM/ P2 G NO * 360
GSE GSE
Vendor Product Support VPSA P2 E NO * 360
Agreements
* SPECIFIC REQUEST
EXHIBIT "E"
SPARE PARTS PROCUREMENT
SPARE PARTS PROCUREMENT
CONTENTS
CLAUSE TITLE
------ -----
1 GENERAL
2 INITIAL PROVISIONING
3 CENTRAL STORE
4 DELIVERY
5 PRICE
6 PAYMENT PROCEDURES AND CONDITIONS
7 TITLE
8 PACKAGING
9 DATA RETRIEVAL
10 BUY-BACK
11 WARRANTIES
12 SELLER PARTS LEASING
13 TERMINATION OF THE SPARES PROCUREMENT COMMITMENTS
1. GENERAL
1.1 This Exhibit covers the terms and conditions for the material support
offered by the Seller to the Buyer with respect to material (hereinafter
referred to as "Material") specified within the following categories:
a. Seller Parts (Seller's Proprietary Material bearing an official part
number of the Seller or Material for which the Seller has the
exclusive sales rights);
b. Vendor Parts classified as Rotable Line Replacement Units;
c. Vendor Parts classified as Expendable Line Maintenance Parts;
d. Ground Support Equipment (GSE) and Special (To Type) Tools;
e. Hardware and standard material;
Rotable Line Replacement Units as specified in sub-Clauses 1.1.a and 1.1.b
above having less than * flight-hours are considered as new.
Material covered under sub-Clause 1.1.e above when being part of Initial
Provisioning shall only be supplied as a packaged kit.
In addition, this Exhibit "E" establishes the general terms and conditions
under which the Buyer may lease certain Seller Parts as defined in Appendix
A to Clause 12 of this Exhibit "E" for the Buyer's use on its Aircraft in
commercial air transport service.
1.2 Scope of Material Support
The Material support to be provided hereunder by the Seller covers all
items classified as Material in sub-Clause 1.1 for Initial Provisioning and
sub-Clauses 1.1.a thru 1.1.d for replenishment under the conditions
detailed in this Exhibit "E".
1.2.1 Engine, nacelles, quick engine change unit and thrust reverser accessories
and parts, including associated parts, are not covered under this Exhibit
"E" and shall be subject to direct agreements between the Buyer and the
relevant Propulsion Systems Manufacturer. The Seller shall use its
reasonable efforts to assist the Buyer in case of any difficulties with
availability of Propulsion Systems and associated spare parts.
1.2.2 During a period commencing on the date hereof and continuing for as long
as at least * A320 model aircraft are operated by airlines in commercial
air transport Service (the "Term"), the Seller shall maintain or have
maintained such stock of Seller Parts as is deemed reasonable by the Seller
and shall furnish at reasonable prices Seller Parts adequate to meet the
Buyer's needs for repairs and replacements upon the Aircraft. Such Seller
Parts shall be sold and delivered in accordance with Clauses 4 and 5 of
this Exhibit "E" upon receipt of the Buyer's orders.
*
1.3 Agreements of the Buyer
1.3.1 The Buyer agrees to purchase from the Seller the Seller Parts required for
the Buyer's own needs during the Term, provided that the provisions of this
sub-Clause 1.3 shall not in any way prevent the Buyer from resorting to the
Seller Parts stocks of other airlines operating the same Aircraft or from
purchasing Seller Parts from said airlines, or from distributors or
dealers, provided said Seller Parts have been designed and manufactured by,
or obtained from, the Seller.
1.3.2 The Buyer may manufacture or have manufactured for its own use *, or may
purchase from any other source whatsoever, parts equivalent to Seller
Parts:
1.3.2.1 after expiration of the Term if at such time the Seller Parts are out of
stock,
1.3.2.2 at any time, to the extent Seller Parts are needed to effect AOG repairs
upon any Aircraft delivered under the Agreement and are not available from
the Seller within a lead time shorter than or equal to the time in which
the Buyer can provide such Seller Parts, and provided the Buyer shall not
sell such Seller Parts,
1.3.2.3 in the event that the Seller fails to fulfil its obligations with
respect to any Seller Parts pursuant to sub-Clause 1.2 of this Exhibit "E"
within a reasonable time after written notice thereof from the Buyer,
1.3.2.4 in those instances where a Seller Part is identified as "Local
Manufacture" in the Illustrated Parts Catalog (IPC).
1.3.3 The rights granted to the Buyer in sub-Clause 1.3.2 of this Exhibit "E"
shall not in any way be construed as a licence, nor shall they in any way
obligate the Buyer to the payment of any licence fee or royalty, nor shall
they in any way be construed to affect the rights of third parties.
1.4 Meanings
Words and expressions shall have the same meanings when used in this
Exhibit "E" as when used in the rest of the Agreement except where the
contrary is stated herein.
2. INITIAL PROVISIONING
The Initial Provisioning Period referred to in this Exhibit "E" shall mean
the period up to and expiring on the * day after delivery of the last
Aircraft subject to firm order under the Agreement.
2.1 Seller - Supplied Data
The Seller shall prepare and supply to the Buyer the following documents.
2.1.1 Initial Provisioning Data
Initial Provisioning Data provided for the A300, A300-600 and A310 in
Specification ATA 200, Chapter 2A (Revision 10) format, for the A319, A320
and A321, A330 and A340 in Specification 2000, Chapter 1, fixed or variable
format ("the Initial Provisioning Data") shall be supplied by the Seller to
the Buyer in form, format and a time-scale to be mutually agreed upon
during the Pre-Provisioning Meeting as described in sub-Clause 2.3 of this
Exhibit "E".
Revision Service shall be assured every * days, up to the end of the
Initial Provisioning Period, or until the configuration of the Buyer's
delivered Aircraft is included.
In any event, the Seller shall ensure that Initial Provisioning Data are
released to the Buyer in due time to allow the necessary Buyer's evaluation
time and the on-time delivery of ordered Material.
2.1.2 Supplementary Data
The Seller shall provide the Buyer with Local Manufacture Tables (X-File),
as part of the IPC (Additional Cross Reference Tables) which shall be a
part of the Initial Provisioning Data Package.
2.1.3 Initial Provisioning Data for Exercised Options
2.1.3.1 All Aircraft for which the Buyer exercises its option shall be included
into the revision of the provisioning data that is issued after execution
of the relevant amendment to the Agreement if such revision is not
scheduled to be issued within * weeks from the date of execution. If the
execution date does not allow * weeks preparation time for the Seller, the
concerned Aircraft shall be included in the subsequent revision as may be
mutually agreed upon.
2.1.3.2 The Seller shall, from the date of execution of the relevant amendment
to the Agreement until * months after delivery of each Aircraft, submit to
the Buyer details of particular Vendor components being installed on each
Aircraft, with recommendation of order quantity. A list of such components
shall be supplied at the time of the provisioning data revision as
specified above.
2.1.3.3 The Seller shall deliver to the Buyer T-files for particular components
as applicable and in due time to allow the Buyer's planning of repair and
overhaul tasks.
2.1.3.4 The data with respect to Material at the time of each Aircraft delivery
shall at least cover such Aircraft's technical configuration as it existed
* months prior to Aircraft delivery and shall be updated to reflect the
final build status of the concerned Aircraft. Such update shall be included
in the data revisions issued * months after delivery of such Aircraft.
2.2 Vendor-Supplied Data
2.2.1 General
The Seller shall obtain from Vendors agreements to prepare and issue for
their own products T-files in the English language, for those components
for which the Buyer has elected to receive data.
Said data (initial issue and revisions) shall be transmitted to the Buyer
through the Seller. The Seller shall review the compliance of such data
with the relevant ATA requirements but shall not be responsible for the
substance of such data. Such data should be adequate to enable the Buyer to
undertake in-house repair/overhaul of such components.
In any event, the Seller shall exert its reasonable efforts to supply
Initial Provisioning Data to the Buyer in due time to allow the necessary
Buyer's evaluation time and on-time deliveries.
2.2.2 Initial Provisioning Data
Initial Provisioning Data for Vendor Parts as per sub-Clause 1.1.b of this
Exhibit "E" described in Specification 2000, Chapter 1, fixed or variable
format, shall be furnished as mutually agreed upon during a
Pre-Provisioning Meeting with revision service assured up to the end of the
Initial Provisioning period, or until it reflects the configuration of the
Buyer's delivered Aircraft.
2.3 Pre-Provisioning Meeting
2.3.1 The Seller shall organize a Pre-Provisioning Meeting at its materiel
support centre in HAMBURG, FEDERAL REPUBLIC OF GERMANY (hereinafter
referred to as "the Materiel Support Centre") for the purpose of
formulating an acceptable schedule and working procedure to accomplish the
initial provisioning of Material.
2.3.2 The date of the meeting shall be mutually agreed upon, but it shall take
place no later than * months after the Agreement shall have come into
effect and no later than * months before delivery of the Buyer's first
Aircraft.
2.4 Initial Provisioning Training
An Initial Provisioning Training can be provided by the Seller for the
Buyer's provisioning and purchasing staff. The following areas shall be
covered:
2.4.1 The Buyer shall be familiarized with the provisioning documents by the
Seller during the Pre-Provisioning Meeting.
2.4.2 The technical function as well as the necessary technical and commercial
Initial Provisioning Data shall be explained during the Initial
Provisioning Conference.
2.4.3 A familiarization with the Seller's purchase order administration system
shall be conducted during a separate session within the Initial
Provisioning Conference.
2.5 Initial Provisioning Conference
The Seller shall organize an Initial Provisioning Conference at the
Materiel Support Centre including Vendor participation as agreed upon
during the Pre-Provisioning Meeting.
2.6 Initial Provisioning Data Compliance
2.6.1 Initial Provisioning Data generated by the Seller and supplied to the
Buyer shall comply with the latest configuration of the Aircraft to which
such data relate as known * months before the date of issue. Said data
shall enable the Buyer to order Material conforming to its Aircraft as
required for maintenance and overhaul.
This provision shall not cover:
- parts embodying Buyer's modifications not known to the Seller,
- parts embodying modifications not agreed to by the Seller.
2.6.2 During the Initial Provisioning Period the Seller shall supply Material as
defined in sub-Clause 1.1 of this Exhibit "E" ordered from the Seller which
shall be in conformity with the configuration standard of the affected
Aircraft and with the Initial Provisioning Data transmitted by the Seller.
Should the Seller default in this obligation, it shall immediately replace
such parts and/or authorize return shipment at no transportation cost to
the Buyer. The Buyer shall make * efforts to minimize such costs,
particularly by using its own airfreight system for transportation
*
2.7 Delivery of Initial Proyisionina Material
2.7.1 In order to support the operation of the Aircraft, the Seller shall use
its reasonable efforts to deliver Material ordered during the Initial
Provisioning Period (the "Initial Provisioning Material") against the
Buyer's orders and according to the following schedule, provided the
Buyer's orders have been placed within * days after receipt of the Seller's
provisioning data, and not later than * months before delivery of the
corresponding Aircraft,
2.7.1.1 at least * percent * of the ordered quantity of each Rotable Line
Replacement Unit or Expendable Line Maintenance Part * months before
delivery of the corresponding Aircraft,
2.7.1.2 at least * percent * of the ordered quantity of each Rotable Line
Replacement Unit or Expendable Line Maintenance Part * month (for items
identified as line station items * months) before delivery of corresponding
Aircraft,
2.7.1.3 * percent * of the ordered quantity of each item except as specified in
sub-Clauses 2.7.1.1 and 2.7.1.2 of this Exhibit "E", at delivery of the
first Aircraft.
2.7.1.4 * percent * of the ordered quantity of each item, including line station
items, three (3) months after delivery of the last Aircraft. If said *
percent * cannot be accomplished, the Seller shall endeavour to have such
items available at its facilities for Seller Parts as per sub-Clause 1.1.a
of this Exhibit "E" or its Vendors' facilities for parts as per sub-Clauses
1.1.b through 1.1.e of this Exhibit "E" for immediate supply in case of an
AOG,
2.7.1.5 The above percentages apply only to that portion of the quantity ordered
that is recommended for the number of Aircraft operated during the * months
that follow first Aircraft delivery.
2.7.2 The Buyer may, subject to the Seller's agreement, cancel or modify Initial
Provisioning orders placed with the Seller with no cancellation charge,
- for "Long Lead Time Material" (leadtime exceeding * months) not later
than * months before scheduled delivery of said Material,
- for normal lead time Material not later than * months before scheduled
delivery of said Material,
- for Buyer's specific Material and Material as per sub-Clauses 1.1.b
thru 1.1.e of this Exhibit "E" not later than the quoted leadtime
before scheduled delivery of said Material.
2.7.3 In the event of the Buyer cancelling or modifying (without any liability
of the Seller for the cancellation or modification) any orders for Material
outside the time limits defined in sub-Clause 2.7.2 of this Exhibit "E",
the Buyer shall reimburse the Seller for any costs incurred in connection
therewith.
2.7.4 All transportation costs for the return of Material under this Clause 2,
including any insurance, customs and duties applicable or other related
expenditures, shall be borne by the *
2.8 Commercial Offer
The prices of Initial Provisioning Material are in general those mentioned
in Clause 5 of this Exhibit "E".
At the end of the Initial Provisioning Conference, the Seller shall, at the
Buyer's request, submit a Commercial Offer for all Material mutually agreed
as being Initial Provisioning based on the Seller's sales prices valid at
the time of finalization of the Initial Provisioning Conference. This
Commercial Offer shall be valid for a period to be mutually agreed upon,
irrespective of any price changes for Seller Parts during this period,
except for significant error and/or for price alterations due to part
number changes and/or for Vendor price changes.
3. CENTRAL STORE
3.1 Central Store
The Seller has set up at HAMBURG, FEDERAL REPUBLIC OF GERMANY and shall
maintain or cause to be maintained during the Term a central store of
Seller Parts at its Materiel Support Centre.
3.2 Operation of Central Store
The Materiel Support Centre is operated twenty-four (24) hours/day and
seven (7) days/week.
3.3 Alternative Delivery Places
The Seller reserves the right to effect deliveries from distribution
centres other than the Materiel Support Centre or from any designated
production or Vendors' facilities.
4. DELIVERY
4.1 General
Buyer purchase orders are administered in accordance with ATA Specification
2000 Chapter 3.
For the sake of clarification it is expressly stated that the provisions of
sub-Clause 4.2 do not apply to Initial Provisioning Data and Material as
described in Clause 2 of this Exhibit "E".
4.2 Lead times
In general the lead times are in accordance with the provisions of the
"World Airline Suppliers' Guide" (Edition 1988).
4.2.1 Seller Parts as per sub-Clause 1.1.a of this Exhibit "E" listed in the
Seller's Spare Parts Price List can be dispatched within the lead times
defined in the Spare Parts Price List.
Lead times for Seller Parts which are not published in the Seller's Spare
Parts Price List are quoted upon request.
4.2.2 Material of sub-Clauses 1.1.b through 1.1.d of this Exhibit "E" can be
dispatched within the Vendor's/Supplier's lead time augmented by the
Seller's own order and delivery processing time.
Material of sub-Clause 1.1.e of this Exhibit "E" when on stock and subject
to prior sale can be dispatched within ten (10) days from receipt of a
Buyer purchase order.
4.2.3 Expedite Service
The Seller shall provide a twenty-four (24) hours-a-day, seven (7)
days-a-week Expedite Service to provide for the supply of the relevant
Seller Parts available in the Seller's stock, workshops and assembly line
including long lead time spare parts, to the international airport nearest
to the location of such part ("the Expedite Service").
The Expedite Service is operated in accordance with the "World Airline
Supplier's Guide", and the Seller shall notify the Buyer of the action
taken to satisfy the expedite within:
- * hours after receipt of an AOG Order,
- * hours after receipt of a Critical Order (imminent AOG or work
stoppage),
- * days after receipt of an Expedite Order from the Buyer.
The Seller shall deliver Seller Parts requested on an Expedite basis
against normal orders placed by the Buyer, or upon telephone or telex
requests by the Buyer's representatives. Such telephone or telex requests
shall be confirmed by subsequent Buyer's orders for such Seller Parts
within a reasonable time.
4.3 Delivery Status
The Seller agrees to report to the Buyer the status of supplies against
orders on a monthly basis.
4.4 Excusable Delay
Sub-Clause 10.1 of the Agreement shall apply for the material support.
4.5 Shortages, Overshipments, Non-Conformance in Orders
4.5.1 The Buyer shall immediately and not later than * days after receipt of
Material delivered pursuant to a purchase order advise the Seller:
a) of any alleged shortages or overshipments with respect to such order,
b) of all non-conformance to specification of parts in such order
subjected to inspections by the Buyer.
In the event of the Buyer not having advised the Seller of any such alleged
shortages, overshipments or non-conformance within the above defined
period, the Buyer shall be deemed to have accepted the deliveries.
4.5.2 In the event of the Buyer reporting overshipments or non-conformance to
the specifications within the period defined in sub-Clause 4.5.1 of this
Exhibit "E" the Seller shall, if accepted, either replace the concerned
Material or credit the Buyer for the returned Material. In such case,
transportation costs shall be borne by the Seller.
The Buyer shall endeavour to minimize such costs, particularly through the
use of its own airfreight system for transportation at no charge to the
Seller.
4.6 Cessation of Deliveries
The Seller reserves the right to stop or otherwise suspend deliveries if
the Buyer fails to meet its obligations defined in Clauses 6 and 7 of this
Exhibit "E".
5. PRICE
5.1 The Material prices shall be:
5.1.1 * the Materiel Support Centre for deliveries from the Materiel Support
Centre.
5.1.2 * place specified by the Seller for deliveries from other Seller or
Vendor facilities as the term * is defined by the publication No 460 of the
International Chamber of Commerce published in April 1990.
5.2 The prices shall be the Seller's sales prices in effect on the date of
receipt of the order (subject to reasonable quantities and delivery time)
and shall be expressed in US-Dollars.
5.2.1 Prices of Seller Parts shall be in accordance with the current Seller's
Spare Parts Price List. Prices shall be firm for each calendar year. The
Seller, however, reserves the right to revise the prices of said parts
during the course of the calendar year in the following cases:
- significant revision in manufacturing costs,
- significant revision in manufacturer's purchase price of parts or
materials (including significant variation of exchange rates),
- significant error in estimation or expression of any price.
5.2.2 Prices of Material as defined in sub-Clauses 1.1.b thru 1.1.d of this
Exhibit "E" shall be the valid list prices of the supplier augmented by the
Seller's handling charge. The percentage of the handling charge shall vary
with the Material's value and shall be determined item by item.
5.2.3 The Seller warrants that, should the Buyer purchase * percent (*%) of the
recommended Initial Provisioning Package of the Material as defined in sub-
Clauses 1.1.b thru 1.1.d of this Exhibit "E" through the Seller, the
average handling charge on the total package shall not exceed *%)
This average handling charge shall apply when all orders are received by
the Seller not later than * months before first Aircraft delivery.
When these orders are received by the Seller less than * months before
first Aircraft delivery, the average handling charge shall be increased to
* percent *%).
5.2.4 Prices of Material as defined in sub-Clause 1.1.e of this Exhibit "E"
shall be the Seller's purchase prices augmented by a variable percentage of
handling charge.
6. PAYMENT PROCEDURES AND CONDITIONS
6.1 Payment shall be made in immediately available funds in the quoted
currency. In case of payment in any other free convertible currency the
exchange rate valid at the day of actual money transfer shall be applied
for conversion.
6.2 Payment shall be made by the Buyer to the Seller within * days from date of
the invoice to the effect that the value date of the credit to the Seller's
account of the payment falls within this * day period.
6.3 The Buyer shall make all payments hereunder to the Seller's account,
No 473323H with:
BANQUE PARIBAS TOULOUSE
00, xxx xx Xxxx
00000 XXXXXXXX
XXXXXX
or as otherwise directed by the Seller.
6.4 All payments due to the Seller hereunder shall be made in full without
set-off, counterclaim, deduction or withholding of any kind. Consequently,
the Buyer shall procure that the sums received by the Seller under this
Exhibit "E" shall be equal to the full amounts expressed to be due to the
Seller hereunder, without deduction or withholding on account of and free
from any and all taxes, levies, imposts, dues or charges of whatever nature
except that if the Buyer is compelled by law to make any such deduction or
withholding the Buyer shall pay such additional amounts as may be necessary
in order that the net amount received by the Seller after such deduction or
withholding shall equal the amounts which would have been received in the
absence of such deduction or withholding.
6.5 If any payment due to the Seller is not received in accordance with the
timescale provided in sub-Clause 6.2 of this Exhibit "E", the Seller shall
have the right to claim from the Buyer and the Buyer shall promptly pay to
the Seller interest on the unpaid amount at a rate equal to the London
Interbank Offered Rate (LIBOR) rate for * months deposits in US Dollars (as
published in the Financial Times on the due date) plus * percent * to be
calculated from the due date until the date the payment is received by the
Seller. Claiming such interest shall not prejudice any other rights the
Seller may have under this Exhibit "E".
6.6 Credit Assurance
The Seller and the Buyer agree that the Seller has the right to request and
the Buyer shall upon such request provide the Seller with sufficient
financial means in due time in order to assure the Seller of full payment
of the Buyers' current and/or expected payment obligations.
6.6.1 The Sellers' right to request credit assurance from the Buyer shall be
limited to the following cases:
6.6.1.1 The Seller has received purchase orders from the Buyer for Initial
Provisioning Material.
6.6.1.2 The Seller has received purchase and/or service orders exceeding the
Buyer's average * months turnover with the Seller.
6.6.1.3 The Buyer is indebted to the Seller for overdue invoices.
6.6.2 The Seller shall accept the following financial means as credit assurance:
6.6.2.1 Irrevocable and confirmed letter of credit, raised by banks of
international standing and reputation. The conditions of such letter of
credit shall be pertinent to Aircraft support activities and shall be set
forth by the Seller.
6.6.2.2 Bank guarantee raised by banks of international standing and reputation.
The conditions of such bank guarantee shall be mutually agreed upon prior
to acceptance by the Seller.
6.6.2.3 Stand-by letter of credit raised by banks of international standing and
reputation. The conditions of such letter of credit shall be mutually
agreed upon prior to acceptance by the Seller.
7. TITLE
Title to any Material purchased under this Exhibit "E" remains with the
Seller until full payment of the invoices and any interest thereon have
been received by the Seller.
The Buyer shall undertake that Material, title to which has not passed to
the Buyer, shall be kept free from any debenture or mortgage or any similar
charge or claim in favour of any third party.
8. PACKAGING
All Material shall be packaged in accordance with ATA 300 Specification,
Category III for consumable/expendable material and Category II for
rotables. Category I containers shall be used if requested by the Buyer and
the difference between Category I and Category II packaging costs shall be
paid by the Buyer together with payment for the respective Material.
9. DATA RETRIEVAL
The Buyer undertakes to provide periodically to the Seller, as the Seller
may request during the Term, a quantitative list of the parts used for
maintenance and overhaul of the Aircraft. The range and contents of this
list shall be established by mutual agreement between the Seller and the
Buyer.
10. BUY-BACK
10.1 Buy-Back of Obsolete Material
The Seller agrees to buy back unused Seller Parts which may become obsolete
before * to the Buyer as a result of mandatory modifications required by
the Buyer's or Seller's Aviation Authorities, subject to the following:
10.1.1 The Seller Parts involved shall be those which the Buyer is directed by
the Seller to scrap or dispose of and which cannot be reworked or repaired
to satisfy the revised standard.
10.1.2 The Seller shall credit to the Buyer the purchase price paid by the Buyer
for any such obsolete parts, provided that the Seller's liability in this
respect does not extend to quantities in excess of the Seller's Initial
Provisioning recommendation.
10.1.3 The Seller shall use its reasonable efforts to obtain for the Buyer the
same protection from Vendors.
10.2 Buy-Back of Surplus Material
10.2.1 The Seller agrees that at any time after * and within * years after
delivery of the first Aircraft to the Buyer, the Buyer shall have the right
to return to the Seller, at a credit of * percent (*%) of the original
purchase price paid by the Buyer, unused and undamaged Material as per sub-
Clause 1.1.a of this Exhibit "E" and at a credit of * percent (*%) of the
original Vendor list price, unused and undamaged Material as per sub-Clause
1.1.b of this Exhibit "E" originally purchased from the Seller under the
terms hereof, provided that the selected protection level does not exceed *
% with a turn-around-time of * days and said Material was recommended for
the Buyer's purchase in the Seller's Initial Provisioning recommendations
to the Buyer and does not exceed the provisioning quantities recommended by
the Seller, and is not shelflife limited, or does not contain any shelflife
limited components with less than *% shelflife remaining when returned to
the Seller and provided that the Material is returned with the Seller's
original documentation (tag, certificates).
10.2.2 In the event of the Buyer electing to procure Material in excess of the
Seller's recommendation, the Buyer shall so notify the Seller in writing,
with due reference to the present Clause. The Seller's agreement in writing
is necessary before any Material in excess of the Seller's recommendation
shall be considered for buy-back.
10.2.3 It is expressly understood and agreed that the rights granted to the
Buyer under this sub-Clause 10.2 shall not apply to Material which may
become surplus to requirements due to obsolescence at any time or for any
reason other than those set forth in sub-Clause 10.1 above.
10.2.4 Further, it is expressly understood and agreed that all credits described
in this sub-Clause 10.2 shall be provided by the Seller to the Buyer
exclusively by means of credit notes to be entered into the Buyer's spares
account with the Seller.
10.3 All transportation costs for the return of obsolete or surplus Material
under this Clause 10, including any insurance and customs duties applicable
or other related expenditures, shall be borne by the *
10.4 The Seller's obligation to buy back surplus Material is conditioned upon
the Buyer reasonably demonstrating that items proposed for buy-back were in
excess of the Buyer's requirements after the initial purchase of such
items.
The Seller shall accept as a reasonable demonstration of such excess
initial purchase by the Buyer if the data submitted to the Seller in
compliance with the provisions of Clause 9 of this Exhibit "E" indicate
that the items proposed for buy-back are surplus to the Buyer's
requirements.
11. WARRANTIES
11.1 Seller Parts
Subject to the limitations and conditions as hereinafter provided, the
Seller warrants to the Buyer that all Seller Parts in sub-Clause 1.1.a of
this Exhibit "E" shall at the time of delivery to the Buyer:
(i) be free from defects in material,
(ii) be free from defects in workmanship, including without limitation
processes of manufacture,
(iii) be free from defects arising from failure to conform to the
applicable specification for such part.
11.2 Warranty Period
The Standard Warranty period for Seller Parts is * months after delivery of
such parts to the Buyer.
11.3 Buyer's Remedy and Seller's Obligation
The Buyer's remedy and Seller's obligation and liability under this Clause
11 are limited to the repair, replacement or correction, at the Seller's
expense and option, of any Seller Parts which is defective.
The Seller may equally at its option furnish a credit to the Buyer for the
future purchase of Seller Parts equal to the price at which the Buyer is
then entitled to acquire a replacement for the defective Seller Parts.
The provisions of sub-Clauses 12.1.5 thru 12.1.10 of the Agreement shall
apply to this Clause 11 of this Exhibit E.
11.4 WAIVER, RELEASE AND RENUNCIATION
THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND REMEDIES OF
THE BUYER SET FORTH IN THIS CLAUSE 11 ARE EXCLUSIVE AND IN SUBSTITUTION
FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE SELLER AND RIGHTS, CLAIMS
AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR IMPLIED, ARISING
BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR DEFECT IN ANY
COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF DELIVERED UNDER THIS
AGREEMENT, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE, ANY OBLIGATION,
LIABILITY, RIGHT, CLAIM OR REMEDY IN CONTRACT OR IN TORT, WHETHER OR NOT
ARISING FROM THE SELLER'S NEGLIGENCE, ACTUAL OR IMPUTED, AND ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OR DAMAGE TO ANY
AIRCRAFT, COMPONENT, EQUIPMENT, ACCESSORY OR PART THEREOF, FOR LOSS OF USE,
REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT, COMPONENT, EQUIPMENT,
ACCESSORY OR PART THEREOF, OR FOR ANY OTHER DIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, PROVIDED THAT IN THE EVENT THAT ANY OF THE AFORESAID
PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR OTHERWISE INEFFECTIVE
THE REMAINDER OF THIS SUB-CLAUSE 11.4 SHALL REMAIN IN FULL FORCE AND
EFFECT.
12. SELLER PARTS LEASING
12.1 Applicable Terms
The terms and conditions of this Clause 12 shall apply to the list of
Seller Parts in Appendix A to this Clause 12 entitled:
"Seller Parts Available for Leasing",
hereinafter, "Leased Parts" or a "Leased Part" and shall form a part of
each lease of Seller Parts by the Buyer from the Seller after the date
hereof. Except for the identification of:
- the Leased Part,
- the Leased Part return location,
- the Lease Term,
- the Lease Charges,
all other terms and conditions appearing on any order form or other
document pertaining to Leased Parts shall be deemed inapplicable, and in
lieu thereof the terms and conditions of this Clause 12 shall prevail. For
the purposes of this Clause 12, the term "Lessor" refers to the Seller and
the term "Lessee" refers to the Buyer.
Parts not included in Appendix A to this Clause 12 shall be the subject of
a separate lease agreement supplied by the Seller at the Buyer's request.
12.2 Leasing Procedure
At the Lessee's request by telephone (to be confirmed promptly in writing),
telegram, letter or other written instrument, the Lessor shall lease such
Leased Parts, which shall be made available in accordance with sub-Clause
4.2.3 of this Exhibit "E", to the Lessee for the purpose of being
substituted for a part withdrawn from an Aircraft for repair or overhaul.
Each lease of Leased Parts shall be evidenced by a lease document
(hereinafter the "Lease") issued by the Lessor to the Lessee no later than
* days after delivery of the Leased Part.
12.3 Lease Term
The term of the lease (hereinafter the "Lease Term") shall commence on the
date of dispatch of the Leased Part to the Lessee or the Lessee's agent at
the Lessor's facility and shall end on the date falling * days after such
delivery, unless extended by written agreement between the Lessor and the
Lessee within such * day period. Notwithstanding the foregoing, the Lease
Term shall end in the event of, and upon the date that, the Lessee
acquiring title to a Leased Part as a result of exercise of the Lessee's
option to purchase the Leased Part, as provided for herein.
12.4 Lease Charges and Taxes
Lessee shall pay Lessor:
(a) a daily rental charge for the Lease Term for each Leased Part equal
*
(b) any reasonable additional costs which may be incurred by the Lessor as
a direct result of such Lease, such as inspection, test, repair,
overhaul and repackaging costs as required to place the Leased Part in
a satisfactory condition for lease to a subsequent customer,
(c) all transportation and insurance charges and
(d) any taxes, charges or custom duties imposed upon the Lessor or its
property as a result of the Lease, sale, delivery, storage or transfer
of any Leased Part. All payments due hereunder shall be made in
accordance with Clause 6 of this Exhibit "E".
In the event of the Leased Part not having been returned to the Lessor's
designated facilities within the time period provided for in sub-Clause
12.3 of this Exhibit "E", the Lessor shall be entitled, in addition to any
other remedy it may have by law or under this Clause 12, to charge to the
Lessee, and the Lessee shall pay, all of the charges in this sub-Clause
12.4 accruing for each day after the end of the Lease Term that such Leased
Part is not returned to the Lessor as though the Lease Term were extended
for the period of such delay.
12.5 Title
Title to each Leased Part shall remain with the Lessor at all times unless
the Lessee exercises its option to purchase in accordance with sub-Clause
12.8 of this Exhibit "E" in which case title shall pass to the Lessee upon
receipt by the Lessor of the payment for the purchased Leased Part.
12.6 Risk of Loss
Except for normal wear and tear, each Leased Part shall be returned to the
Lessor in the same condition as when delivered to the Lessee. However, the
Lessee shall not without the Lessor's prior written consent repair, modify
or alter any Leased Part. Risk of loss or damage to each Leased Part shall
remain with the Lessee until such Leased Part is redelivered to the Lessor
at the return location specified in the applicable Lease. If a Leased Part
is lost or damaged beyond repair, the Lessee shall be deemed to have
exercised its option to purchase the part in accordance with sub-Clause
12.8 of this Exhibit "E" as of the date of such loss or damage.
12.7 Record of Flight Hours
All flight hours accumulated by the Lessee on each Leased Part during the
Lease Term shall be documented by the Lessee. Records shall be delivered to
the Lessor upon return of such Leased Part to the Lessor. In addition, all
documentation pertinent to inspection, maintenance and/or rework of the
Leased Part as maintained serviceable in accordance with the standards of
the Lessor shall be delivered to the Lessor upon return of the Leased Part
to the Lessor on termination of the Lease.
Such documentation shall include but not be limited to evidence of
incidents such as hard landings, abnormalities of operation and corrective
action taken by the Lessee as a result of such incidents.
12.8 Option to Purchase
12.8.1 The Lessee may at its option exercisable by written notice given to the
Lessor during the Lease Term, elect to purchase the Leased Part, in which
case the then current purchase price for such Leased Part as set forth in
the Seller's Spare Parts Price List shall be paid by the Lessee to the
Lessor. Such option shall be contingent upon the Lessee providing the
Lessor with evidence satisfactory to the Lessor that the original part
fitted to the Aircraft is beyond economical repair. Should the Lessee
exercise such option, * percent, *%) of the Lease rental charges already
invoiced pursuant to sub-Clause 12.4.a of this Exhibit "E" shall be
credited to the Lessee against the said purchase price of the Leased Part.
12.8.2 Should the Lessee fail to return the Leased Part to the Lessor at the end
of the Lease Term and if the Lessor so elects, by giving prompt written
notice to the Lessee, such failure shall be deemed to be an election by the
Lessee to purchase the Leased Part, and upon the happening of such event
the Lessee shall pay the Lessor all amounts due under sub-Clause 12.4 of
this Exhibit "E" for the Leased Part up to the date of such written notice
by the Lessor plus the purchase price of the Leased Part current at the
commencement of the Lease Term.
12.8.3 In the event of purchase, the Leased Part shall be warranted in
accordance with Clause 11 of this Exhibit "E" as though such Leased Part
were a spare part, but the Warranty Period shall be deemed to have
commenced on the date such part was first installed on any aircraft;
provided, however, that in no event shall such Warranty Period be less than
* months from the date of purchase of such Leased Part. A warranty granted
under this sub-Clause 12.8.3 shall be in substitution for the warranty
granted under sub-Clause 12.9 of this Exhibit "E" at the commencement of
the Lease Term.
12.9 Warranties
12.9.1 The Lessor warrants that each Leased Part shall at the time of delivery
thereof:
a) conform to the applicable specification for such part,
b) be free from defects in material and,
c) be free from defects in workmanship, including without limitation
processes of manufacture.
12.9.2 Survival of Warranties
With respect to each Leased Part:
(i) the warranty set forth in sub-Clause 12.9.1.a of this Exhibit "E"
shall not survive delivery and
(ii) the warranties set forth in sub-Clauses 12.9.1.b and 12.9.1.C of this
Exhibit "E" shall survive delivery only upon the conditions and
subject to the limitations set forth in sub-Clauses 12.9.3 thru 12.9.8
of this Exhibit "E".
12.9.3 Warranty and Notice Periods
The Lessee's remedy and the Lessor's obligation and liability under this
sub-Clause 12.9, with respect to each defect, are conditioned upon:
(i) the defect having become apparent to the Lessee within the Lease Term
and
(ii) the Lessor's Warranty Administrator having received written notice of
the defect from the Lessee within * days after the defect becomes
apparent to the Lessee.
12.9.4 Return and Proof
The Lessee's remedy and the Lessor's obligation and liability under this
sub-Clause 12.9, with respect to each defect, are also conditioned upon:
a) the return by the Lessee as soon as practicable to the return location
specified in the applicable Lease, or such other place as may be
mutually agreed upon, of the Leased Part claimed to be defective and
b) the submission by the Lessee to the Lessor's warranty administrator of
reasonable proof that the claimed defect is due to a matter embraced
within the Lessor's warranty under this sub-Clause 12.9 and that such
defect did not result from any act or omission of the Lessee,
including but not limited to any failure to operate or maintain the
Leased Part claimed to be defective or the Aircraft in which it was
installed in accordance with applicable governmental regulations and
the Lessor's applicable written instructions.
12.9.5 Remedies
The Lessee's remedy and the Lessor's obligation and liability under this
sub-Clause 12.9 with respect to each defect are limited to the repair of
such defect in the Leased Part in which the defect appears, or, as mutually
agreed, to the replacement of such Leased Part with a similar part free
from defect.
Any replacement part furnished under this sub-Clause 12.9.5 shall for the
purpose of this Exhibit "E" be deemed to be the Leased Part so replaced.
Suspension and Transportation Costs
12.9.6 Suspension and Transportation Costs
12.9.6.1 If a Leased Part is found to be defective and covered by this warranty,
the Lease Term and the Lessee's obligation to pay rental charges as
provided for in sub-Clause 12.4.a of this Exhibit "E" shall be suspended
from the date on which the Lessee notifies the Lessor of such defect until
the date on which the Lessor has repaired, corrected or replaced the
defective Leased Part, provided, however, that the Lessee has, promptly
after giving such notice to the Lessor, withdrawn such defective Leased
Part from use. If the defective Leased Part is replaced, such replaced part
shall be deemed to no longer be a Leased Part under the Lease as of the
date on which such part was received by the Lessor at the return location
specified in the applicable Lease.
If a Leased Part is found to be defective on first use by the Lessee and is
covered by this Warranty, no rental charges as provided in sub-Clause
12.4.a of this Exhibit "E" shall accrue and be payable by the Lessee until
the date on which the Lessor has repaired, corrected or replaced the
defective Leased Part.
12.9.6.2 All transportation and insurance costs of returning the defective
Leased Part and returning the repaired, corrected or replacement part to
the Lessee shall be borne by the *
12.9.7 Wear and Tear
Normal wear and tear and the need for regular maintenance and overhaul
shall not constitute a defect or non-conformance under this sub-Clause
12.9.
12.9.8 Waiver, Release and Renunciation
THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LESSOR AND REMEDIES OF
THE LESSEE SET FORTH IN THIS SUB-CLAUSE 12.9 ARE EXCLUSIVE AND IN
SUBSTITUTION FOR, AND THE LESSEE HEREBY WAIVES, RELEASES AND RENOUNCES ALL
OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF THE LESSOR AND RIGHTS,
CLAIMS AND REMEDIES OF THE LESSEE AGAINST THE LESSOR, EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NON CONFORMANCE OR DEFECT
IN ANY LEASED PART DELIVERED UNDER THESE LEASING CONDITIONS OR ANY LEASE,
INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTY OF MERCHANTABILITY OF
FITNESS, ANY IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF
DEALING OR USAGE OF TRADE, ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR
REMEDY IN CONTRACT OR IN TORT, WHETHER OR NOT ARISING FROM THE LESSOR'S
NEGLIGENCE, ACTUAL OR IMPUTED, AND ANY OBLIGATION, LIABILITY, RIGHT, CLAIM
OR REMEDY FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT OR LEASED PART, FOR LOSS OF
USE, REVENUE OR PROFIT WITH RESPECT TO ANY AIRCRAFT OR LEASED PART, OR ANY
LIABILITY OF THE BUYER TO ANY THIRD PARTY OR FOR ANY OTHER DIRECT,
INCIDENTAL OR CONSEQUENTIAL DAMAGES PROVIDED THAT IN THE EVENT THAT ANY OF
THE AFORESAID PROVISIONS SHOULD FOR ANY REASON BE HELD UNLAWFUL OR
OTHERWISE INEFFECTIVE THE REMAINDER OF THIS SUB-CLAUSE 12.9.8 SHALL REMAIN
IN FULL FORCE AND EFFECT.
APPENDIX "A" TO CLAUSE 12 OF EXHIBIT "E"
SELLER PARTS AVAILABLE FOR LEASING
AILERONS
APU DOORS
CARGO DOORS
PASSENGER DOORS
ELEVATORS
FLAPS
LANDING GEAR DOORS
RUDDER
TAIL CONE
WING SLATS
SPOILERS
AIRBRAKES
WING TIPS
WINGLETS
13 TERMINATION OF SPARES PROCUREMENT COMMITMENTS
13.1 In the event of the Agreement being terminated with respect to any Aircraft
due to causes provided for in Clauses 10, 11 or 20 of the Agreement, such
termination may also affect the terms of this Exhibit "E" to the extent set
forth in sub-Clause 13.2 below.
13.2 Any termination under Clauses 10, 11 or 20 of the Agreement shall discharge
all obligations and liabilities of the parties hereunder with respect to
such undelivered spare parts, services, data or other items to be purchased
hereunder which are applicable to those Aircraft for which the Purchase
Agreement has been terminated. Unused spare parts in excess of the Buyer's
requirements due to such Aircraft cancellation shall be repurchased by the
Seller as provided for in sub-Clause 10.2 of this Exhibit "E"
LETTER AGREEMENT No 1
TAM - TRANSPORTES AEREOS REGIONAIS
Xxx Xxxxxxxxx Xxxxxxx Xxxx 00
XXX XXXXX - XXXXXX
*
TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller) have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.
Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
[2 pages redacted]
*
LETTER AGREEMENT No 1
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of For and on behalf of
TAM - TRANSPORTES AEREOS REGIONAIS AIRBUS INDUSTRIE
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
--------------------------------
Date: March 19, 1998
LETTER AGREEMENT NO 2
TAM - TRANSPORTES AEREOS REGIONAIS
Xxx Xxxxxxxxx Xxxxxxx Xxxx 00
XXX XXXXX - XXXXXX
SUBJECT: A319-100 PERFORMANCE GUARANTEES
TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A319 Aircraft as described in the Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.
Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
LETTER AGREEMENT NO 2
1. AIRCRAFT CONFIGURATION
The guarantees defined below ("the Guarantees") are applicable to the
A319-100 Aircraft as described in the Standard Specification referenced J
000 01000 Issue 3 dated 29th March 1995 plus Temporary Revision No 1 dated
25th August 1995 and amended by Specification Change Notices ("SCNs") for:
i) increase of the design weights to:
Maximum Take-off Weight : 75,500 kg
Maximum Landing Weight : 62,500 kg
Maximum Zero Fuel Weight : 58,500 kg
ii) installation of International Aero Engines (IAE) V2524-A5 engines
hereinafter referred to as "the Specification", and without taking into
account any further changes thereto as provided in the Agreement.
2. MISSION FUEL BURN GUARANTEE
The Aircraft carrying a fixed payload of * over a still air stage distance
of 500 nautical miles under the conditions defined below, the Seller
guarantees that the trip fuel of the Aircraft shall be not more than *.
2.1. The departure airport conditions and the destination airport conditions are
such as to allow the required take-off weight and landing weight to be used
without restriction.
2.2. Fixed allowances of * of fuel and of * minutes of time are assumed for
take-off and initial climb to * pressure altitude with acceleration to
climb speed.
2.3. Climb from * pressure altitude up to cruise altitude using maximum climb
thrust, cruise at a pressure altitude of * at a * cruise Mach number not
less than * and descent to * pressure altitude are conducted in conditions.
Speeds below * pressure altitude shall be * CAS.
2.4. Fixed allowances of * of fuel and of * minutes of time are assumed for
approach and landing at destination.
2.5. The stage distance is defined as the distance covered during climb, cruise
and descent as described in the paragraph 2.3 above.
The flight time is defined as the time spent during take-off and initial
climb, climb, cruise, descent and approach and landing as defined in
paragraphs 2.2, 2.3 and 2.4 above.
The trip fuel is defined as the fuel burnt during take-off and initial
climb, climb, cruise, descent and approach and landing as defined in
paragraphs 2.2, 2.3 and 2.4 above.
LETTER AGREEMENT NO 2
2.6. At the end of approach and landing * of usable fuel shall remain in the
tanks. This fixed allowance represents the estimated fuel required for:
a) Contingency fuel: * flight time
b) Missed approach at destination, followed by a diversion in *
conditions over an equivalent still air stage distance of * nautical
miles, starting and ending at * pressure altitude
c) Holding for * ft pressure altitude in ISA+10 degrees C conditions
d) Approach and landing at alternate.
2.7. The mission fuel burn guarantee is based on a fixed estimated Operating
Weight Empty (OWE) of *
3. MISSION PAYLOAD GUARANTEE
The Aircraft shall be capable of carrying a guaranteed payload not less
than * over a still air stage distance of 206 nautical miles (assumed
representative of the mission CGH to SDU with a 6 kt tailwind) under the
conditions defined below.
3.1. The departure airport conditions are as follows (assumed representative of
CGH runway 35L):
Pressure altitude:
Temperature:
Available Take-off Run (TOR):
Available Take-off Distance (XXX):
Available Accelerate-Stop Distance (ASD): *
Runway Slope:
Wind:
Obstacles (height / distance from end of TOR):
The destination airport conditions are as follows (assumed representative
of SDU runway 20L):
Pressure altitude
Temperature
Available Landing Distance (LDA) *
Runway Slope
Wind
3.2. Fixed allowances of * kg of fuel and of * minutes of time are assumed for
take-off and initial climb to * above departure airport pressure altitude
with acceleration to climb speed.
LETTER AGREEMENT NO 2
3.3. Climb from * above departure airport pressure altitude up to cruise
altitude using maximum climb thrust, cruise at a pressure altitude of *
at a fixed cruise Mach number not less than * and descent to * pressure
altitude are conducted in * conditions. Speeds below * pressure altitude
shall be * CAS.
3.4. Fixed allowances of * of fuel and of * of time are assumed for approach and
landing at destination.
3.5. The stage distance is defined as the distance covered during climb, cruise
and descent as described in the paragraph 3.3 above.
The flight time is defined as the time spent during take-off and initial
climb, climb, cruise, descent and approach and landing as defined in
paragraphs 3.2, 3.3 and 3.4 above.
The trip fuel is defined as the fuel burnt during take-off and initial
climb, climb, cruise, descent and approach and landing as defined in
paragraphs 3.2, 3.3 and 3.4 above.
3.6. At the end of approach and landing * of usable fuel shall remain in the
tanks. This fixed allowance represents the estimated fuel required for:
a) Contingency fuel: * flight time
b) Missed approach at destination, followed by a diversion in ISA+10
degrees C conditions over an equivalent still air stage distance of *
nautical miles (assumed representative of SDU to CGH), starting and
ending at * pressure altitude above airports
c) Holding for * pressure altitude in ISA+10 degrees C conditions
d) Approach and landing at alternate.
3.7. The mission payload guarantee exclude any volumetric limitation and is
based on a fixed estimated Operating Weight Empty (OWE) of *
LETTER AGREEMENT NO 2
4. ADDITIONAL PERFORMANCE GUARANTEES
4.1. Take-off
The Aircraft permissible Take-off Weight shall not be less than * when
operated in departure airport conditions as defined below (assumed
representative of CGH runway 35L):
Pressure altitude :
Temperature :
Available Take-off Run (TOR) :
Available Take-off Distance (XXX) : *
Available Accelerate-Stop Distance (ASD) :
Runway Slope :
Wind :
Obstacles (height / distance from end of TOR) :
:
:
:
4.2. CLIMB
During a climb performed in ISA+10 degrees C conditions from * pressure
altitude at an initial gross weight of * up to cruise pressure altitude,
using maximum climb thrust and a speed profile of * with limitation at *
below 10,000 ft pressure altitude:
4.2.1. - for a cruise altitude of 35,000ft, the guaranteed fuel burn shall not
be more than * and the guaranteed climb time shall not be more than *
minutes
4.2.2. - for a cruise altitude of * the guaranteed fuel burn shall not be more
than * and the guaranteed climb time shall not be more than * minutes
4.3. Specific Range
4.3.1. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
at a pressure altitude of * in ISA+10 degrees C conditions at a true Mach
number of * shall be not less than *
4.3.2. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
at a pressure altitude of * in ISA+10 degrees C conditions at Long Range
Cruise Mach number of * shall be not less than *
4.3.3. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
at a pressure altitude of * in ISA+10 degrees C conditions at a true Mach
number of * shall be not less than *
4.3.4. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
at a pressure altitude of * in ISA+10 degrees C conditions at Long Range
Cruise Mach number shall be not less than * nm/kg.
LETTER AGREEMENT NO 2
5. MANUFACTURER'S WEIGHT EMPTY GUARANTEE
The Seller guarantees a Manufacturer's Weight Empty of not more than * This
is the Manufacturer's Weight Empty of the Aircraft as defined in the
paragraph 1 above, which will be derived from the weighing of the Aircraft
and is subject to adjustment as defined in paragraph 8 below.
6. GUARANTEE CONDITIONS
6.1. The performance certification requirements for the Aircraft, except where
otherwise stated, will be as stated in Section 02 of the Standard
Specification.
6.2. For the determination of FAR take-off and landing performance a hard level
dry runway surface with no runway strength limitation, no obstacles, zero
wind, atmosphere according to ISA, except as otherwise stated, and the use
of speedbrakes, flaps, associated speeds, landing gear and engines in the
conditions liable to provide the best results will be assumed.
6.3. When establishing take-off performance no air will be bled from the engines
for cabin air conditioning or anti-icing.
6.4. Climb, cruise, descent and holding performance elements of the Guarantees
will include allowances for normal electrical load and for normal engine
air bleed and power extraction associated with maximum cabin differential
pressure as defined in Section 21-30.31 of the Specification. Cabin air
conditioning management during performance demonstration as described in
paragraph 7.3 below may be such as to optimize the Aircraft performance
while meeting the minimum air conditioning requirements defined above.
Unless otherwise stated no air will be bled from the engines for
anti-icing. Cruise performance are based on a center of gravity position of
*
6.5. The engines will be operated using not more than the engine manufacturer's
maximum recommended outputs for take-off, maximum go-round, maximum
continuous, maximum climb and cruise for normal operation unless otherwise
stated.
6.6. Where applicable the Guarantees assume the use of an approved fuel having a
density of * kg per liter and a lower heating value of *
LETTER AGREEMENT NO 2
7. GUARANTEE COMPLIANCE
7.1. Compliance with the Guarantees shall be demonstrated using operating
procedures and limitations in accordance with those defined by the
certifying Airworthiness Authority and by the Seller unless otherwise
stated.
7.2. Compliance with the take-off and landing elements of the Guarantees
will be demonstrated with reference to the approved Flight Manual.
7.3. Compliance with those parts of the Guarantees not covered by the
requirements of the certifying Airworthiness Authority shall be
demonstrated by calculation based on data obtained during fully
instrumented flight tests conducted on one (or more, at the Seller's
discretion) A319-100 aircraft of the same airframe/engine model
combination as those Aircraft purchased by the Buyer.
7.4. Compliance with the Manufacturer's Weight Empty guarantee shall be
demonstrated with reference to a weight compliance report which shall
include a comparison of the actual Manufacturer's Weight Empty and the
adjusted Specification Manufacturer's Weight Empty.
7.5. Data derived from flight tests will be adjusted as required using
conventional methods of correction, interpolation or extrapolation in
accordance with established aeronautical practices to show compliance
with the Guarantees.
7.6. The Seller undertakes to furnish the Buyer with a report or reports
demonstrating compliance with the Guarantees at, or as soon as
possible after, the delivery of each of the Buyer's A319-100 Aircraft.
8. ADJUSTMENT OF GUARANTEES
8.1. In the event of any change to any law, governmental regulation or
requirement or interpretation thereof ("rule change") by any
governmental agency made subsequent to the date of the Agreement and
such rule change affects the Aircraft configuration or performance or
both required to obtain certification the Guarantees shall be
appropriately modified to reflect the effect of any such change.
8.2. The Guarantees apply to the Aircraft as described in paragraph 1 and
may be adjusted in the event of:
a) Any further configuration change which is the subject of a
Specification Change Notice (SCN)
b) Variation in actual weights of items defined in Section 13-10 of
the Standard Specification
LETTER AGREEMENT NO 2
9. EXCLUSIVE GUARANTEES
The Guarantees are exclusive and are provided in lieu of any and all
other performance and weight guarantees of any nature which may be
stated, referenced or incorporated in the Specification or any other
document.
10. UNDERTAKING: REMEDIES
10.1. Should any Aircraft fail to meet any of the guarantees specified in
this Letter Agreement, the Seller will use its best endeavours, at
Seller's cost and expense, to correct the deficiency so that the
Aircraft comply with the guarantee set out herein.
10.2. Should the Seller fail to develop and make available corrective means
(including but not limited to kits, procedures, increase of design
weights) of the above said deficiency, then the Seller shall for the
concerned Aircraft pay to the Buyer by way of liquidated damages upon
delivery and, subject to Seller's maximum liability set forth
hereunder, on the anniversary date of the delivery for as long as the
deficiency remains, an amount of:
10.2.1. * for each kilogram deficient per Aircraft and per year based on the
higher deficiency expressed in kilograms of the Mission Payload
guarantee and the Manufacturer's Weight Empty guarantee;
10.2.2. * for each percent deficient per Aircraft and per year based on the
average deficiency expressed as a percentage of the Specific Range
guarantees (part of a percent to be prorated);
10.2.3. * for each kilogram in excess per Aircraft and per year based on the
deficiency expressed in kilograms of the Manufacturer's Weight Empty
guarantee.
10.3. In the event the Seller develops and makes available corrective means
mentioned above the Buyer shall reimburse to the Seller the monthly
prorated portion of the yearly penalty paid by the Seller on account
of the year during which the corrective means are made available.
10.4. The Seller's maximum liability in respect of deficiency in performance
of any Aircraft shall be limited to the payment of liquidated damages
for a period of not more than * years and up to an aggregated value of
* for each deficient Aircraft, whichever occurs first. Payment of
liquidated damages shall be deemed to settle all claims and remedies
the Buyer would have against the Seller in respect of performance
deficiencies.
LETTER AGREEMENT NO 2
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of For and on behalf of
TAM - TRANSPORTES AEREOS REGIONAIS AIRBUS INDUSTRIE
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
Date: March 19, 1998
LETTER AGREEMENT NO 3
TAM - TRANSPORTES AEREOS REGIONAIS
Xxx Xxxxxxxxx Xxxxxxx Xxxx 00
XXX XXXXX - XXXXXX
SUBJECT: A320-200 PERFORMANCE GUARANTEES
TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer) and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Aircraft as described in the Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.
Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
LETTER AGREEMENT NO 3
1. AIRCRAFT CONFIGURATION
The guarantees defined below ("the Guarantees") are applicable to the
A320-200 Aircraft as described in the Standard Specification referenced
D 000 02000 Issue 4 dated 30th March 1995 and amended by Specification
Change Notices ("SCNs") for:
i) increase of the Maximum Take-off Weight to 77,000 kg
ii) installation of International Aero Engines (IAE) V2527-A5 engines
hereinafter referred to as "the Specification", and without taking into
account any further changes thereto as provided in the Agreement.
2. MISSION FUEL BURN GUARANTEE
The Aircraft carrying a fixed payload of * over a still air stage distance
of 700 nautical miles under the conditions defined below the Seller
guarantees that the trip fuel of the Aircraft shall be not more than *
2.1. The departure airport conditions and the destination airport conditions are
such as to allow the required take-off weight and landing weight to be used
without restriction.
2.2. Fixed allowances of * of fuel and of * minutes of time are assumed for
take-off and initial climb to * pressure altitude with acceleration to
climb speed.
2.3. Climb from * pressure altitude up to cruise altitude using maximum climb
thrust, cruise at a pressure altitude of * at a fixed cruise Mach number
not less than * and descent to * pressure altitude are conducted in ISA+10
degrees C conditions. Speeds below * pressure altitude shall be * knots
CAS.
2.4. Fixed allowances of * of fuel and of * minutes of time are assumed for
approach and landing at destination.
2.5. The stage distance is defined as the distance covered during climb, cruise
and descent as described in the paragraph 2.3 above.
The flight time is defined as the time spent during take-off and initial
climb, climb, cruise, descent and approach and landing as defined in
paragraphs 2.2, 2.3 and 2.4 above.
The trip fuel is defined as the fuel burnt during take-off and initial
climb, climb, cruise, descent and approach and landing as defined in
paragraphs 2.2, 2.3 and 2.4 above.
LETTER AGREEMENT NO 3
2.6. At the end of approach and landing * kg of usable fuel shall remain in the
tanks. This fixed allowance represents the estimated fuel required for:
a) Contingency fuel: * flight time
b) Missed approach at destination, followed by a diversion in ISA+10
degrees C conditions over an equivalent still air stage distance of *
nautical miles, starting and ending at * pressure altitude
c) Holding for * minutes at * pressure altitude in ISA+10 degrees C
conditions
d) Approach and landing at alternate.
2.7. The mission fuel burn guarantee is based on a fixed estimated Operating
Weight Empty (OWE) of *
3. MISSION PAYLOAD GUARANTEE
The Aircraft shall be capable of carrying a guaranteed payload not less
than * over a still air stage distance of * nautical miles (assumed
representative of the mission CGH to REC with a * headwind) under the
conditions defined below.
3.1. The departure airport conditions are as follows (assumed representative of
CGH runway 35L):
Pressure altitude :
Temperature :
Available Take-off Run (TOR) :
Available Take-off Distance (XXX) : *
Available Accelerate-Stop Distance (ASD) :
Runway Slope :
Wind :
Obstacles (height/distance from end of TOR) :
:
:
:
The destination airport conditions are such as to allow the required
landing weight to be used without restriction.
3.2. Fixed allowances of * kg of fuel and * minutes of time are assumed for
take-off and initial climb to * ft above departure airport pressure
altitude with acceleration to climb speed.
3.3. Climb from * ft above departure airport pressure altitude up to cruise
altitude using maximum climb thrust, cruise at a pressure altitude of * at
a fixed cruise Mach number not less than * and descent to * ft pressure
altitude are conducted in ISA+10 degrees C conditions. Speeds below * ft
pressure altitude shall be * nots CAS.
LETTER AGREEMENT NO 3
3.4. Fixed allowances of * kg of fuel and of * minutes of time are assumed for
approach and landing at destination.
3.5. The stage distance is defined as the distance covered during climb, cruise
and descent as described in the paragraph 3.3 above.
The flight time is defined as the time spent during take-off and initial
climb, climb, cruise, descent and approach and landing as defined in
paragraphs 3.2, 3.3 and 3.4 above.
The trip fuel is defined as the fuel burnt during take-off and initial
climb, climb, cruise, descent and approach and landing as defined in
paragraphs 3.2, 3.3 and 3.4 above.
3.6. At the end of approach and landing * kg of usable fuel shall remain in the
tanks. This fixed allowance represents the estimated fuel required for:
a) Contingency fuel: * flight time
b) Missed approach at destination, followed by a diversion in ISA+1O
degrees C conditions over an equivalent still air stage distance of *
nautical miles (assumed representative of REC to NAT), starting and
ending at * ft pressure altitude above airports
c) Holding for * minutes at * ft pressure altitude in ISA+10 degrees C
conditions
d) Approach and landing at alternate.
3.7. The mission payload guarantee exclude any volumetric limitation and is
based on a fixed estimated Operating Weight Empty (OWE) of * kg.
LETTER AGREEMENT NO 3
4. ADDITIONAL PERFORMANCE GUARANTEES
4.1. Take-off
The Aircraft permissible Take-off Weight shall not be less than * when
operated in departure airport conditions as defined below (assumed
representative of CGH runway 35L):
Pressure altitude
Temperature
Available Take-off Run (TOR)
Available Take-off Distance (XXX) *
Available Accelerate-Stop Distance (ASD)
Runway Slope
Wind
Obstacles (height / distance from end of TOR)
4.2. Climb
During a climb performed in ISA+10 degrees C conditions from * pressure
altitude at an initial gross weight of * kg up to cruise pressure altitude,
using maximum climb thrust and a speed profile of * with limitation at * kt
below * ft pressure altitude:
4.2.1. - for a cruise altitude of * ft, the guaranteed fuel burn shall not be
more than * kg and the guaranteed climb time shall not be more than *
minutes
4.2.2. - for a cruise altitude of * ft, the guaranteed fuel burn shall not be
more than * kg and the guaranteed climb time shall not be more
than * minutes
4.3. Specific Range
4.3.1. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
kg at a pressure altitude of * ft in ISA+10 degrees C conditions at a true
Mach number of * shall be not less than * nm/kg.
4.3.2. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
kg at a pressure altitude of * ft in ISA+10 degrees C conditions at Long
Range Cruise Mach number shall be not less than * nm/kg.
4.3.3. The nautical miles per kilogaram of fuel at an Aircraft gross weight of *
kg at a pressure altitude of * ft in ISA+10 degrees C conditions at a true
Mach number of * shall be not less than * nm/kg.
4.3.4. The nautical miles per kilogram of fuel at an Aircraft gross weight of *
kg at a pressure altitude of * ft in ISA+10 degrees C conditions at Long
Range Cruise Mach number shall be not less than * nm/kg.
LETTER AGREEMENT NO 3
5. MANUFACTURER'S WEIGHT EMPTY GUARANTEE
The Seller guarantees a Manufacturer's Weight Empty of not more than *.
This is the Manufacturer's Weight Empty of the Aircraft as defined in the
paragraph 1 above, which will be derived from the weighing of the Aircraft
and is subject to adjustment as defined in paragraph 8 below.
6. GUARANTEE CONDITIONS
6.1. The performance certification requirements for the Aircraft, except where
otherwise stated, will be as stated in Section 02 of the Standard
Specification.
6.2. For the determination of FAR take-off and landing performance a hard level
dry runway surface with no runway strength limitation, no obstacles, zero
wind, atmosphere according to ISA, except as otherwise stated, and the use
of speedbrakes, flaps, associated speeds, landing gear and engines in the
conditions liable to provide the best results will be assumed.
6.3. When establishing take-off performance no air will be bled from the engines
for cabin air conditioning or anti-icing.
6.4. Climb, cruise, descent and holding performance elements of the Guarantees
will include allowances for normal electrical load and for normal engine
air bleed and power extraction associated with maximum cabin differential
pressure as defined in Section 21-30.31 of the Specification. Cabin air
conditioning management during performance demonstration as described in
paragraph 7.3 below may be such as to optimize the Aircraft performance
while meeting the minimum air conditioning requirements defined above.
Unless otherwise stated no air will be bled from the engines for
anti-icing. Cruise performance are based on a center of gravity position of
* MAC.
6.5. The engines will be operated using not more than the engine manufacturer's
maximum recommended outputs for take-off, maximum go-round, maximum
continuous, maximum climb and cruise for normal operation unless otherwise
stated.
6.6. Where applicable the Guarantees assume the use of an approved fuel having a
density of * kg per liter and a lower heating value of * TU/Ib.
LETTER AGREEMENT NO 3
7. GUARANTEE COMPLIANCE
7.1. Compliance with the Guarantees shall be demonstrated using operating
procedures and limitations in accordance with those defined by the
certifying Airworthiness Authority and by the Seller unless otherwise
stated.
7.2. Compliance with the take-off and landing elements of the Guarantees will be
demonstrated with reference to the approved Flight Manual.
7.3. Compliance with those parts of the Guarantees not covered by the
requirements of the certifying Airworthiness Authority shall be
demonstrated by calculation based on data obtained during fully
instrumented flight tests conducted on one (or more, at the Seller's
discretion) A320-200 aircraft of the same airframe/engine model
combination as those Aircraft purchased by the Buyer.
7.4. Compliance with the Manufacturer's Weight Empty guarantee shall be
demonstrated with reference to a weight compliance report which shall
include a comparison of the actual Manufacturer's Weight Empty and the
adjusted Specification Manufacturer's Weight Empty.
7.5. Data derived from flight tests will be adjusted as required using
conventional methods of correction, interpolation or extrapolation in
accordance with established aeronautical practices to show compliance with
the Guarantees.
7.6. The Seller undertakes to furnish the Buyer with a report or reports
demonstrating compliance with the Guarantees at, or as soon as possible
after, the delivery of each of the Buyer's A320-200 Aircraft.
8. ADJUSTMENT OF GUARANTEES
8.1. In the event of any change to any law, governmental regulation or
requirement or interpretation thereof ("rule change") by any governmental
agency made subsequent to the date of the Agreement and such rule change
affects the Aircraft configuration or performance or both required to
obtain certification the Guarantees shall be appropriately modified to
reflect the effect of any such change.
8.2. The Guarantees apply to the Aircraft as described in paragraph 1 and may be
adjusted in the event of:
a) Any further configuration change which is the subject of a
Specification Change Notice (SCN)
b) Variation in actual weights of items defined in Section 13-10 of the
Standard Specification
LETTER AGREEMENT NO 3
9. EXCLUSIVE GUARANTEES
The Guarantees are exclusive and are provided in lieu of any and all other
performance and weight guarantees of any nature which may be stated,
referenced or incorporated in the Specification or any other document.
10. UNDERTAKING: REMEDIES
10.1. Should any Aircraft fail to meet any of the guarantees specified in this
Letter Agreement, the Seller will use its best endeavours, at Seller's cost
and expense, to correct the deficiency so that the Aircraft comply with the
guarantee set out herein.
10.2. Should the Seller fail to develop and make available corrective means
(including but not limited to kits, procedures, increase of design weights)
of the above said deficiency, then the Seller shall for the concerned
Aircraft pay to the Buyer by way of liquidated damages upon delivery and,
subject to Seller's maximum liability set forth hereunder, on the
anniversary date of the delivery for as long as the deficiency remains, an
amount of:
10.2.1. * for each kilogram deficient per Aircraft and per year based on the
higher deficiency expressed in kilograms of the Mission Payload guarantee
and the Manufacturer's Weight Empty guarantee;
10.2.2. * for each percent deficient per Aircraft and per year based on the
average deficiency expressed as a percentage of the Specific Range
guarantees (part of a percent to be prorated);
10.2.3. * for each kilogram in excess per Aircraft and per year based on the
deficiency expressed in kilograms of the Manufacturer's Weight Empty
guarantee.
10.3. In the event the Seller develops and makes available corrective means
mentioned above the Buyer shall reimburse to the Seller the monthly
prorated portion of the yearly penalty paid by the Seller on account of the
year during which the corrective means are made available.
10.4. The Seller's maximum liability in respect of deficiency in performance of
any Aircraft shall be limited to the payment of liquidated damages for a
period of not more than * years and up to an aggregated value of * for each
deficient Aircraft, whichever occurs first Payment of liquidated damages
shall be deemed to settle all claims and remedies the Buyer would have
against the Seller in respect of performance deficiencies.
LETTER AGREEMENT NO 3
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of For and on behalf of
TAM - TRANSPORTES AEREOS REGIONAIS AIRBUS INDUSTRIE
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
Date: March 19, 1998
LETTER AGREEMENT NO 4
TAM - TRANSPORTES AEREOS REGIONAIS
Xxx Xxxxxxxxx Xxxxxxx Xxxx 00
XXX XXXXX - XXXXXX
SUBJECT: OPTION AIRCRAFT
TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.
Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
LETTER AGREEMENT NO 4
1. OPTION AND OPTION EXERCISE
1.1 Option
The Buyer shall have an option to purchase up to thirty seven (37)
additional A319 Aircraft (hereinafter called the "Option Aircraft" or
individually "Option Aircraft No 1 to No 37").
1.2 Option Exercise
The formal exercise of the Option Aircraft granted to the Buyer in
accordance with the terms of the present Letter Agreement No 3 shall be
made by written notice to the Seller from the Buyer at any time during the
period commencing with the signature hereof and ending on or before the
first day of the * month preceding the Option Aircraft delivery date.
In order to be valid, the Seller shall have received in Seller's bank
account an initial predelivery payment equal to * of the Predelivery
Payment Reference Price, corresponding to the first Predelivery Payment
defined in Clause 5.2.1.2 of this Agreement.
In the event that the Buyer fails to timely exercise the Option Aircraft,
the Option Aircraft shall lapse and neither party shall have any further
rights or obligations hereunder as to such lapsed Option Aircraft.
2. ASSIGNMENT
The Option Aircraft are personal to the Buyer and cannot be assigned to
third parties without Seller's prior consent in writing. Such consent shall
not be unreasonalby withheld.
LETTER AGREEMENT NO 4
3. OPTION AIRCRAFT DEFINITION
3.1 Definition
The Option Aircraft shall be manufactured in accordance with the detailed
Specification as defined in sub-Clause 1.2 of the Agreement.
3.2 Modifications
In the event the Seller and the Buyer have agreed to carry out
modification(s) in accordance with the provisions of Clauses 2 and 7 of the
Agreement on any Aircraft which is subject of a firm order such
modification(s) shall, unless otherwise agreed between the parties apply to
the manufacture of the Option Aircraft with all effects, if any, on price
and/or delivery resulting therefrom.
4. DELIVERY OF OPTION AIRCRAFT
In the event the related Option Aircraft is exercised in accordance with
the conditions set forth in Paragraph 1.2 hereabove, the Option Aircraft
will be ready for delivery at the following date:
Delivery Date Aircraft Type
------------- -------------
- Aircraft No 1....
- Aircraft No 2....
- Aircraft No 3....
- Aircraft No 4....
- Aircraft No 5....
- Aircraft No 6....
- Aircraft No 7....
- Aircraft No 8....
- Aircraft No 9....
- Aircraft No 10... *
- Aircraft No 11...
- Aircraft No 12...
- Aircraft No 13...
- Aircraft No 14...
- Aircraft No 15...
- Aircraft No 16...
- Aircraft No 17...
- Aircraft No 18...
- Aircraft No 19...
- Aircraft No 20...
LETTER AGREEMENT NO 4
Delivery Date Airline Type
------------- -------------
- Aircraft No 21...
- Aircraft No 22...
- Aircraft No 23...
- Aircraft No 24...
- Aircraft No 25...
- Aircraft No 26...
- Aircraft No 27...
- Aircraft No 28...
- Aircraft No 29... *
- Aircraft No 30...
- Aircraft No 31...
- Aircraft No 32...
- Aircraft No 33...
- Aircraft No 34...
- Aircraft No 35...
- Aircraft No 36...
- Aircraft No 37...
5. OPTION AIRCRAFT PRICE
The Airframe Basic Price of the Option Aircraft offered hereby will be
*
6. PAYMENT
The Buyer shall make predelivery payments, and the Final Contract Price
shall be paid, pursuant to Clause 5 of the Purchase Agreement with the
exception however that the amount due according to said Clause upon
signature of the Purchase Agreement less the amount of * already paid for
the Option Aircraft) is due upon Buyer's notice to the Seller provided for
in Paragraph 1.2 hereabove.
7. VALIDITY
Unless otherwise agreed to in writing by the parties hereto the general
terms and conditions of the Purchase Agreement shall apply to the sale of
each Option Aircraft converted into firm order. Upon the exercise of such
option the parties shall conclude an amendment to the Purchase Agreement to
that effect.
8. RIGHT OF FIRST REFUSAL
*
LERTER AGREEMENT NO 4
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of For and on behalf of
TAM - TRANSPORTES AEREOS REGIONAIS AIRBUS INDUSTRIE
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
Date: March 19, 1998
LETTER AGREEMENT NO 5
TAM - TRANSPORTES AEREOS REGIONAIS
Xxx Xxxxxxxxx Xxxxxxx Xxxx 00
XXX XXXXX - XXXXXX
Subject: PRODUCT SUPPORT SERVICES
TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.
Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
LETTER AGREEMENT NO 5
*
LETTER AGREEMENT NO 5
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of For and on behalf of
TAM - TRANSPORTES AEREOS REGIONAIS AIRBUS INDUSTRIE
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
Date: March 19, 1998
Page No 1
LETTER AGREEMENT NO 6
TAM - TRANSPORTES AEREOS REGIONAIS S/A
Rua Monsenhor Xxxxxxx Xxxx, 94
Parque Jabaquara
SAO PAULO
BRAZIL
Subject: *
TAM ("the Buyer") and AIRBUS INDUSTRIE ("the Seller) have entered into a
Purchase Agreement ("the Agreement") dated as of even date herewith which covers
the manufacture and the sale by the Seller and the purchase by the Buyer of
certain A319-A320-A321 Aircraft as described in the Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement. If not otherwise
herein defined any reference to the Net Aircraft Price shall mean an amount
equal to the Final Price of the Aircraft excluding Buyer Furnished Equipment and
net of all available Credit Memoranda of the Seller and the selected Engine
Manufacturer.
[7 pages redacted]
*
Page No 9
Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and accepted, Agreed and accepted,
For and on behalf of For and on behalf of
TAM-TRANSPORTES AEREOS REGIONAIS S/A AIRBUS INDUSTRIE
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
Date: March 19, 1998
LETTER AGREEMENT NO 7
TAM - TRANSPORTES AEREOS REGIONAIS
Xxx Xxxxxxxxx Xxxxxxx Xxxx 00
XXX XXXXX - XXXXXX
SUBJECT: *
TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.
Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
LETTER AGREEMENT NO 7
*
LETTER AGREEMENT NO 7
If the foregoing correctly sets forth our understanding; please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of For and on behalf of
TAM - TRANSPORTES AEREOS REGIONAIS AIRBUS INDUSTRIE
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
By: /s/ /s/
--------------------------------- ------------------------------------
Its:
--------------------------------
Date: March 19, 1998
LETTER AGREEMENT NO 8
TAM - TRANSPORTES AEREOS REGIONAIS
Xxx Xxxxxxxxx Xxxxxxx Xxxx 00
XXX XXXXX - XXXXXX
SUBJECT: *
TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller") have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.
Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
[6 pages redacted]
LETTER AGREEMENT NO 8
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of For and on behalf of
TAM - TRANSPORTES AEREOS REGIONAIS AIRBUS INDUSTRIE
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
Date: March 19, 1998
LETTER AGREEMENT NO 9
TAM - TRANSPORTES AEREOS REGIONAIS
Xxx Xxxxxxxxx Xxxxxxx Xxxx 00
XXX XXXXX - XXXXXX
SUBJECT: *
TAM - TRANSPORTES AEREOS REGIONAIS ("the Buyer") and AIRBUS INDUSTRIE ("the
Seller) have entered into a Purchase Agreement ("the Agreement") dated as of
even date herewith which covers the manufacture and the sale by the Seller and
the purchase by the Buyer of the A320 Family Aircraft as described in the
Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.
Both parties agree that this Letter Agreement, upon execution thereof, shall
constitute an integral, nonseverable part of said Agreement and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
LETTER AGREEMENT NO 9
*
LETTER AGREEMENTS NO 9
If the foregoing correctly sets forth our understanding, please execute two (2)
originals in the space provided below and return one (1) original of this Letter
Agreement to the Seller.
Agreed and Accepted Agreed and Accepted
For and on behalf of For and on behalf of
TAM - TRANSPORTES AEREOS REGIONAIS AIRBUS INDUSTRIE
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
By: /s/ By: /s/
--------------------------------- ------------------------------------
Its: Its:
-------------------------------- -----------------------------------
Date: March 19, 1998
APPENDIX 1 TO LETTER AGREEMENT NO 9
*
AMENDMENT NO 1
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS INDUSTRIE
(THE SELLER)
AND
T.A.M.
TRANSPORTES AEREOS REGIONAIS
(THE BUYER)
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 Delivery
3 *
4 Miscellaneous Provisions
AMENDMENT NO 1
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 1 is made as of the day of February 16th, 1999 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "the Seller") of the one part,
AND
T.A.M. - TRANSPORTES AEREOS REGIONAIS having its principal office at:
Rua Monsenhor Xxxxxxx Xxxx, 94
JD Xxxxxxxxx
XXX - 00000 - 000
XXX XXXXX
XXXXXX
(hereinafter referred to as "the Buyer") of the other part.
WHEREAS
A. The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
covering the purchase by the Buyer and the sale by the Seller of thirty
eight (38) series Aircraft of the A319-100 and A320-200 typo (Aircraft No 1
to No 38).
B. The Seller and the Buyer wish to further modify certain terms and
conditions of the Purchase Agreement with respect to certain Aircraft
(hereinafter referred to as the "Aircraft").
NOW THEREFORE IT IS AGREED AS FOLLOWS :
1. SCOPE
The scope of this Amendment No 1 is the modification of Clause 9 of the
Purchase Agreement with respect to the Aircraft Xx 0, Xx 0, Xx 0, Xx 8 and
No 10 *
2. DELIVERY
The delivery dates specified in Clause 9 of the Purchase Agreement with
respect to the Aircraft are respectively replaced by the following:
*
*
4. MISCELLANEOUS PROVISIONS
If not otherwise expressly stated in this Amendment No 1, the A320 Family
Purchase Agreement, its Exhibits, Letter Agreements shall apply also to
this Amendment No 1.
This Amendment No 1 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the Aircraft.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment, the latter shall prevail to the extent of said
inconsistency.
This Amendment No 1 has been executed in two (2) original specimens which
are in English.
IN WITNESS WHEREOF this Amendment No 1 was duly entered into the day and year
first above written.
For and on behalf of For and on behalf of
T.A.M. AIRBUS INDUSTRIE
TRANSPORTES AEREOS REGIONAIS
/s/ /s/ Xxxxxx Xxxxxxxxxx
------------------------------------- ----------------------------------------
Name: Name: Xxxxxx Xxxxxxxxxx
Title: Vice President Title: Vice President Contract & Pricing
/s/
-------------------------------------
Name:
Title: V.P. Advisor
LETTER AGREEMENT NO 1
TAM - TRANSPORTES AEREOS REGIONAIS
Rua Monsenhor Xxxxxxx Xxxx 94
JD XXXXXXXXX
XXX - 00000 - 000
XXX XXXXX - XXXXXX
SUBJECT: A320 - MISCELLANEOUS
Gentlemen,
TAM - TRANSPORTES AEREOS REGIONAIS (the "Buyer") and AIRBUS INDUSTRIE (the
"Seller") have entered into an A320 Amendment No 1 dated as of even date
herewith (the "Amendment" or the "Agreement") which modifies certain terms and
conditions of the Purchase Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.
Both parties agree that this Letter Agreement No 1, upon execution thereof,
shall constitute an integral part of the said Amendment and shall be governed by
all its provisions, as such provisions have been specifically amended pursuant
to this Letter Agreement.
[2 pages redacted]
*
LETTER AGREEMENT NO 1
If the foregoing correctly sets forth our understanding, please execute the
original and one copy hereof in the space provided herebelow and return
the copy to AIRBUS INDUSTRIE.
Agreed and Accepted Very Truly Yours
TAM AIRBUS INDUSTRIE
TRANSPORTES AEREOS REGIONAIS
By: /s/ By: /s/ Xxxxxx Xxxxxxxxxx
--------------------------------- ------------------------------------
Its: Vice President Its: Vice President Contracts & Pricing
Date: 16.02.99 Date: 16.02.99
LETTER AGREEMENT NO 2
TAM - TRANSPORTES AEREOS REGIONAIS
Rua Monsenhor Xxxxxxx Xxxx 94
JD Aeroporto
CEP-04357-080
SAO PAULO - BRAZIL
SUBJECT: A320 - *
Gentlemen,
TAM - TRANSPORTES AEREOS REGIONAIS (the "Buyer") and AIRBUS INDUSTRIE (the
"Seller") have entered into an A320 Amendment No 1 dated as of even date
herewith (the "Amendment" or the "Agreement") which modifies certain terms and
conditions of the Purchase Agreement.
Capitalized terms used herein and not otherwise defined in this Letter Agreement
shall have the meanings assigned thereto in the Agreement.
Both parties agree that this Letter Agreement No 2, upon execution thereof,
shall constitute an integral part of the said Amendment No 1 and shall be
governed by all its provisions, as such provisions have been specifically
amended pursuant to this Letter Agreement.
[2 pages redacted]
*
LETTER AGREEMENT NO 2
If the foregoing correctly sets forth our understanding, please execute the
original and one copy hereof in the space provided herebelow and return the copy
to AIRBUS INDUSTRIE.
Agreed and Accepted Very Truly Yours
TAM
TRANSPORTES AEREOS REGIONAIS AIRBUS INDUSTRIE
By: /s/ By: /s/ XXXXXX XXXXXXXXXX
--------------------------------- ------------------------------------
Its: Vice President Its: Vice President Contracts of Pricing
Date: 16.02.99 Date: 16.02.99
[page redacted]
*
AMENDMENT NO 2
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS INDUSTRIE
(THE SELLER)
AND
T.A.M.
TRANSPORTES AEREOS REGIONAIS S. A.
(THE BUYER)
Page No 1/8
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 *
3 Delivery Dates
4 Miscellaneous Provisions
Page No 2/8
AMENDMENT NO 2
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 2 is made as of the 04th day of October 2000 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "the Seller") of the one part,
AND
T.A.M. - TRANSPORTES AEREOS REGIONAIS S.A. having its principal office at:
Rua Monsenhor Xxxxxxx Xxxx, 94
JD Xxxxxxxxx
XXX - 00000 - 000
XXX XXXXX
XXXXXX
(hereinafter referred to as "the Buyer") of the other part.
Page No 3/8
WHEREAS
A. The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
covering the purchase by the Buyer and the sale by the Seller of thirty
eight (38) A320 Family Aircraft of the A319-100 and A320-200 type (Aircraft
No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "the Amendment No 1") to the
A320 Family Purchase Agreement covering changes to the delivery dates of
some of the Aircraft.
C. The Seller and the Buyer wish to further modify certain terms and
conditions of the Purchase Agreement with respect to the type and delivery
dates of the Aircraft *
NOW THEREFORE IT IS AGREED AS FOLLOWS:
Page No 4/8
1- SCOPE
The scope of this Amendment No 2
*
2- TYPE AND DELIVERY DATES OF *
Sub-Clause 9.1 of the Purchase Agreement is therefore cancelled and
replaced by Sub-Article 9.1 hereof:
QUOTE
9.1 Delivery Schedule
Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
shall have the Aircraft ready for delivery at the Aircraft final
assembly line in the following months:
Delivery Date Aircraft Type
------------- -------------
*
Page No 5/8
*
UNQUOTE
3- QUANTITY OF OPTION AIRCRAFT AND *
The paragraphs 1.1 and 1.2 of the Letter Agreement No 4 of the A320 Family
Purchase Agreement is therefore cancelled and replaced by the following
Articles 1.1 and 1.2:
QUOTE
1.1 Option
The Buyer shall have an option to purchase up to
*
1.2 Option Exercise and Rolling Options
The formal exercise of the Option Aircraft granted to the Buyer in
accordance with the terms of the present Letter Agreement No 4 (as
modified) shall be made by written notice to the Seller from the Buyer
at any time during the period commencing with the signature hereof and
ending on or before the first day of the * month preceding the Option
Aircraft delivery date.
In order to validly exercise am Option, the Seller shall have received
in Seller's bank account an initial predelivery payment equal to * of
the Predelivery Payment Reference Price, corresponding to the first
Predelivery Payment as defined in Article 3 of the Amendment No 1 to
the Agreement minus the corresponding deposit amounting to * already
paid by the Buyer as an option fee for each of the * Option Aircraft.
Page No 6/8
*
UNQUOTE
4- DELIVERIES OF OPTION AIRCRAFT
The paragraph 4 of the Letter Agreement No 4 of the A320 Family Purchase
Agreement is therefore cancelled and replaced by the following:
QUOTE
*
UNQUOTE
5- MISCELLANEOUS PROVISIONS
Page No 7/8
If not otherwise expressly stated in this Amendment No 2, the A320 Family
Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
this Amendment No 2.
This Amendment No 2 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the matters
referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment the latter shall prevail to the extent of said
inconsistency.
This Amendment No 2 has been executed in two (2) original specimens which
are in English.
IN WITNESS WHEREOF this Amendment No 2 was duly entered into the day and year
first above written.
For and on behalf of For and on behalf of
T.A.M.
TRANSPORTES AEREOS REGIONAIS S.A. AIRBUS INDUSTRIE
/S/ Xxxx Xxxxxx Xxxxx /S/ Xxxxxxxxx Xxxxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Xxxxxx Xxxxx Name: Xxxxxxxxx Xxxxxxx
Title: Contract Director Title: Contract Director
Page No 8/8
AMENDMENT NO 3
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS INDUSTRIE
(THE SELLER)
AND
T.A.M.
TRANSPORTES AEREOS REGIONAIS S. A.
(THE BUYER)
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 *
3 Delivery Dates
4 Miscellaneous Provisions
AMENDMENT NO 3
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 3 is made as of the __th day of January 2001 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "the Seller") of the one part,
AND
T.A.M. - TRANSPOSES AEREOS REGIONAIS S. A. having its principal office at:
Rua Monsenhor Xxxxxxx Xxxx, 94
JD Xxxxxxxxx
XXX - 00000 - 000
XXX XXXXX
XXXXXX
(hereinafter referred to as "the Buyer") of the other part.
WHEREAS
A. The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
covering the purchase by the Buyer and the sale by the Seller of thirty
eight (38) A320 Family Aircraft of the A319-100 and A320-200 type (Aircraft
No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "the Amendment No 1") to the
A320 Family Purchase Agreement covering changes to the delivery dates of
some of the Aircraft.
C. The Seller and the Buyer have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "the Amendment No 2") to the
A320 Family Purchase Agreement covering certain terms and conditions of the
Purchase Agreement with respect to the type and delivery dates of the
Aircraft
*
D. The Buyer has notified to the Seller of its decision to convert three (3)
Option A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm
orders (Firm Aircraft No 39, 40 and 41).
*
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1- SCOPE
The scope of this Amendment No 3
*
2- TYPE AND DELIVERY DATES OF *
Sub-Clause 9.1 of the Purchase Agreement is therefore cancelled and
replaced by Sub-Article 9.1 hereof:
QUOTE
9.1 Delivery Schedule
Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
shall have the Aircraft ready for delivery at the Aircraft final
assembly line in the following months:
Delivery Date Aircraft Type
------------- -------------
*
*
UNQUOTE
3- OPTION AIRCRAFT *
The paragraphs 1.1 and 1.2 of the Letter Agreement No 4 of the A320 Family
Purchase Agreement as modified by the Amendment No 2 is therefore cancelled
and replaced by the following Articles 1.1 and 1.2:
QUOTE
1.1 OPTION
*
1.2 OPTION EXERCISE *
The formal exercise of the Option Aircraft granted to the Buyer in
accordance with the terms of the present Letter Agreement No 4 (as
modified) shall be made by written notice to the Seller from the Buyer
at any time during the period commencing with the signature hereof and
ending on or before the first day of the * month preceding the Option
Aircraft delivery date.
In order to valid an exercise of an Option, the Seller shall have
received in Seller's bank account an initial predelivery payment equal
* * of the Predelivery Payment Reference Price, corresponding to the
first Predelivery Payment as defined in Article 3 of the Amendment No
1 to the Agreement minus the corresponding deposit amounting to *
already paid by the Buyer as an option fee for each of the * Option
Aircraft.
*
*
In the event that the Buyer falls to timely exercise its option in
respect of Option Aircraft, the Option Aircraft shall lapse and
neither party shall have any further rights or obligations hereunder
as to such lapsed Option Aircraft.
UNQUOTE
4- DELIVERIES OF OPTION AIRCRAFT
The paragraph 4 of the Letter Agreement No 4 of the A320 Family Purchase
Agreement is therefore cancelled and replaced by the following:
QUOTE
*
UNQUOTE
5- MISCELLANEOUS PROVISIONS
If not otherwise expressly stated in this Amendment No 3, the A320
Family Purchase Agreement, its Exhibits and Letter Agreements shall apply
also to this Amendment No 3.
This Amendment No 3 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the matters
referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment, the latter shall prevail to the extent of said
inconsistency.
This Amendment No 3 has been executed in two (2) original specimens which
are in English.
IN WITNESS WHEREOF this Amendment No 3 was duly entered into the day and year
first above written.
For and on behalf of For and on behalf of
T.A.M. AIRBUS INDUSTRIE
TRANSPORTES AEREOS REGIONAIS S.A.
/s/ Xxxx Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxxx
Title: Contract Director Title: Contract Director
AMENDMENT NO 4
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS INDUSTRIE
(THE SELLER)
AND
T.A.M.
TRANSPORTES AEREOS REGIONAIS S.A.
(THE BUYER)
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 Type and Delivery Dates *
3 Miscellaneous Provisions
AMENDMENT NO 4
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 4 is made as of the 20th day of February 2001 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "the Seller") of the one part,
AND
T.A.M. - TRANSPORTES AEREOS REGIONAIS S. A. having its principal office at:
Rua Monsenhor Xxxxxxx Xxxx, 94
JD Xxxxxxxxx
XXX - 00000 - 000
XXX XXXXX
XXXXXX
(hereinafter referred to as "the Buyer") of the other part.
WHEREAS
A. The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
covering the purchase by the Buyer and the sale by the Seller of thirty
eight (38) A320 Family Aircraft of the A319-100 and A320-200 type (Aircraft
No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "the Amendment No 1") to the
A320 Family Purchase Agreement covering changes to the delivery dates of
some of the Aircraft.
C. The Buyer and the Seller have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "the Amendment No 2") to
the A320 Family Purchase Agreement covering certain terms and (Conditions
of the Purchase Agreement with respect to the type and delivery dates of
the
*
D. The Buyer and the Seller have entered into an Amendment No 3 on January
18th, 2001 (hereinafter referred to as "the Amendment No 3") to the A320
Family Purchase Agreement covering the conversion of three (3) Option
A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm
Aircraft NO 39, 40 and 41)
*
E. The Buyer have notify the seller of the need to convert
*
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1- SCOPE
The scope of this Amendment No 4 is the
*
2- TYPE AND DELIVERY DATES OF *
Sub-Clause 9.1 of the Purchase Agreement is therefore cancelled and
replaced by Sub-Article 9.1 hereof:
QUOTE
9.1 Delivery Schedule
Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
shall have the Aircraft ready for delivery at the Aircraft final
assembly line in the following months:
Delivery Date Aircraft Type
------------- -------------
*
*
UNQUOTE
3- MISCELLANEOUS PROVISIONS
If not otherwise expressly stated in this Amendment No 4, the A320 Family
Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
this Amendment No 4.
This Amendment No 4 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the matters
referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment, the latter shall prevail to the extent of said
inconsistency.
This Amendment No 4 has been executed in two (2) original specimens which
are in English.
IN WITNESS WHEREOF this Amendment No 4 was duly entered into the day and year
first above written.
For and on behalf of For and on behalf of
T.A.M. AIRBUS INDUSTRIE
TRANSPOSES AEREOS REGIONAIS S.A.
/s/ Xxxx Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxxx
Title: Contract Director Title: Contract Director
AMENDMENT NO 5
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS INDUSTRIE
(THE SELLER)
AND
T.A.M.
TRANSPORTES AEREOS REGIONAIS S.A.
(THE BUYER)
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 Type and Delivery Dates of *
3 Miscellaneous Provisions
AMENDMENT NO 5
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 5 is made as of the 27th day of April 2001 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "the Seller") of the one part,
AND
T.A.M. - TRANSPORTES AEREOS REGIONAIS S.A. having its principal office at:
Rua Monsenhor Xxxxxxx Xxxx, 94
JD Xxxxxxxxx
XXX - 00000 - 000
XXX XXXXX
XXXXXX
(hereinafter referred to as "the Buyer") of the other part.
WHEREAS
A. The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
covering the purchase by the Buyer and the sale by the Seller of thirty
eight (38) A320 Family Aircraft of the A319-100 and A320-200 type (Aircraft
No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "the Amendment No 1") to the
A320 Family Purchase Agreement covering changes to the delivery dates of
some of the Aircraft.
C. The Buyer and the Seller have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "the Amendment No 2") to the
A320 Family Purchase Agreement covering certain terms and conditions of the
Purchase Agreement with respect to the type and delivery dates of the
*
D. The Buyer and the Seller have entered into an Amendment No 3 on January
18th, 2001 (hereinafter referred to as "the Amendment No 3") to the A320
Family Purchase Agreement covering the conversion of three (3) Option
A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm
Aircraft No 39, 40 and 41),
*
E. The Buyer and the Seller have entered into an Amendment No 4 on February
20th, 2001 (hereinafter referred to as "the Amendment No 4") to the A320
Family Purchase Agreement covering
*
F. In addition to the
*
NOW THEREFORE IT IS AGREED AS FOLLOWS :
1- SCOPE
The scope of this Amendment No 5 *
2- TYPE AND DELIVERY DATES OF *
Sub-Clause 9.1 of the Purchase Agreement is therefore cancelled and
replaced by Sub-Article 9.1 hereof:
QUOTE
9.1 Delivery Schedule
Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
shall have the Aircraft ready for delivery at the Aircraft final
assembly line in the following months:
Delivery Date Aircraft Type
------------- -------------
*
*
UNQUOTE
3- MISCELLANEOUS PROVISIONS
If not otherwise expressly stated in this Amendment No 5, the A320 Family
Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
this Amendment No 5.
This Amendment No 5 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the matters
referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment, the latter shall prevail to the extent of said
inconsistency.
This Amendment No 5 has been executed in two (2) original specimens which
are in English.
IN WITNESS WHEREOF this Amendment No 5 was duly entered into the day and year
first above written.
For and on behalf of For and on behalf of
T.A.M. AIRBUS INDUSTRIE
TRANSPORTES AEREOS REAIONAIS S.A.
/s/ Xxxx Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxxx
Title: Contract Director Title: Contract Director
AMENDMENT NO 6
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS INDUSTRIE
(THE SELLER)
AND
T.A.M.
TRANSPORTES AEREOS REGIONAIS S.A.
(THE BUYER)
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 Type and Delivery Dates *
3 Option aircraft *
4 Deliveries of option aircraft
5 Miscellaneous Provisions
AMENDMENT NO 6
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 6 is made as of the 27th day of July 2001 to the A320 Purchase
Agreement signed on March 19th, 1998
Between
AIRBUS INDUSTRIE "Groupement d'Interet Economique" duly created and existing
under French law and having its principal office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "the Seller") of the one part,
AND
T.A.M. - TRANSPOSES AEREOS REGIONAIS S.A. having its principal office at:
Rua Monsenhor Xxxxxxx Xxxx, 94
JD Aeroporto
CEP-04357 - 080
SAO PAULO
BRAZIL
(hereinafter referred to as "the Buyer") of the other part.
WHEREAS
A. The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
Purchase Agreement (hereinafter referred to as "the Purchase Agreement")
covering the purchase by the Buyer and the sale by the Seller of thirty
eight (38) A320 Family Aircraft of the A319-100 and A320-200 type (Aircraft
No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "the Amendment No 1") to
the A320 Family Purchase Agreement covering changes to the delivery dates
of some of the Aircraft.
C. The Buyer and the Seller have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "the Amendment No 2") to
the A320 Family Purchase Agreement covering certain terms and conditions of
the Purchase Agreement with respect to the type and delivery rates of the
*
D. The Buyer and the Seller have entered into an Amendment No 3 on
January 18th, 2001 (hereinafter referred to as "the Amendment No 3")
to the A320 Family Purchase Agreement covering the conversion of three (3)
Option A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm
orders (Firm Aircraft No 39, 40 and 41),
*
E. The Buyer and the Seller have entered into an Amendment No 4 on
February 20th, 2001 (hereinafter referred to as "the Amendment No 4")
to the A320 Family Purchase Agreement covering
*
F. The Buyer and the Seller have entered into an Amendment No 5 on February
20th, 2001 (hereinafter referred to as "the Amendment No 5") to the
A320 Family Purchase Agreement covering four
*
G. The Buyer has notified to the Seller (on the 28th of May 2001) of its
decision to
*
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1- SCOPE
The scope of this Amendment No 6 is *
2- TYPE AND DELIVERY DATES *
Sub-Clause 9.1 of the Purchase Agreement is therefore cancelled and
replaced by Sub-Article 9.1 hereof:
QUOTE
9.1 Delivery Schedule
Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
shall have the Aircraft ready for delivery at the Aircraft final
assembly line in the following months:
Delivery Date Aircraft Type
------------- -------------
*
*
UNQUOTE
3- OPTION AIRCRAFT *
The paragraphs 1.1 and 1.2 of the Letter Agreement No 4 of the A320 Family
Purchase Agreement as modified by the Amendment No 6 is therefore cancelled
and replaced by the following Articles 1.1 and 1.2:
QUOTE
1.1 OPTION
The Buyer shall have an option to purchase
*
1.2 OPTION EXERCISE *
The formal exercise of the Option Aircraft granted to the Buyer in
accordance with the terms of the present Letter Agreement No 4
(as modified) shall be made by written notice to the Seller from the
Buyer at any time during the period commencing with the signature
hereof and ending on or before the first day of the * month preceding
the Option Aircraft delivery date.
In order to valid an exercise of an Option, the Seller shall have
received in Seller's bank account an initial predelivery payment equal
to * of the Predelivery Payment Reference Price, corresponding to the
first Predelivery Payment as defined in Article 3 of the Amendment No
1 to the Agreement minus the corresponding deposit amounting to *
already paid by the Buyer as an option fee for each of the * Option
Aircraft.
*
In the event that the Buyer falls to timely exercise its option in
respect of Option Aircraft, the Option Aircraft shall lapse and
neither party shall
have any further rights or obligations hereunder as to such lapsed
Option Aircraft.
UNQUOTE
4- DELIVERIES OF OPTION AIRCRAFT
The paragraph 4 of the Letter Agreement No 4 of the A320 Family Purchase
Agreement is therefore cancelled and replaced by the following:
QUOTE
*
UNQUOTE
5- MISCELLANEOUS PROVISIONS
If not otherwise expressly stated in this Amendment No 6, the A320 Family
Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
this Amendment No 6.
This Amendment No 6 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the matters
referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment, the latter shall prevail to the extent of said
inconsistency.
This Amendment No 6 has been executed in two (2) original specimens which
are in English.
IN WITNESS WHEREOF this Amendment No 6 was duly entered into the day and year
first above written.
For and on behalf of For and on behalf of
T.A.M. AIRBUS INDUSTRIE
TRANSPORTES AEREOS REGIONAIS S.A.
/s/ Xxxx Xxxxxx Xxxxx /s/ Xxx Xxxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Xxxxxx Xxxxx Name: Xxx Xxxxxx
Title: Contract Director Title: V.P. Contracts
AMENDMENT NO 7
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS INDUSTRIE
(THE SELLER)
AND
T.A.M.
TRANSPORTES AEREOS REGIONAIS S.A.
(THE BUYER)
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 Type and Delivery Dates *
3 Option aircraft *
4 Deliveries of option aircraft
5 Miscellaneous Provisions
AMENDMENT NO 7
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 7 is made as of the 08th day of October 2001 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS INDUSTRIE. GIE "Groupement d'lnteret Economique" duly created and
existing under French law and having its principal office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "the Seller") of the one part,
AND
T.A.M. - TRANSPORTES AEREOS REGIONAIS S.A. having its principal office at:
Rua Monsenhor Xxxxxxx Xxxx, 94
JD Xxxxxxxxx
XXX - 00000 - 000
XXX XXXXX
XXXXXX
(hereinafter referred to as "the Buyer") of the other part.
WHEREAS
A. The Buyer and the Seller have signed on March 19th, 1998 an A320 Family
Purchase Agreement (hereinafter referred to as "the A320 Family Purchase
Agreement") covering the purchase by the Buyer and the sale by the Seller
of thirty eight (38) A320 Family Aircraft of the A319-100 and A320-200 type
(Aircraft No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "the Amendment No 1") to the
A320 Family Purchase Agreement covering changes to the delivery dates of
some of the Aircraft.
C. The Buyer and the Seller have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "the Amendment
No 2") to the A320 Family Purchase Agreement covering certain terms
and conditions of the Purchase Agreement with respect to the type and
delivery dates of the Aircraft *
D. The Buyer and the Seller have entered into an Amendment No 3 on January
18th, 2001 (hereinafter referred to as "the Amendment No 3") to the A320
Family Purchase Agreement covering the conversion of three (3) Option
A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm
Aircraft No 39, 40 AND 41) *
E. The Buyer and the Seller have entered into an Amendment No 4 on February
20th, 2001 (hereinafter referred to as "the Amendment No 4") to the A320
Family Purchase Agreement covering
*
F. The Buyer and the Seller have entered into an Amendment No 5 on February
20th, 2001 (hereinafter referred to as "the Amendment No 5") to the A320
Family Purchase Agreement covering four * having the similar exchange
rights.
G. The Buyer and the Seller have entered into an Amendment No 6 on February
20th, 2001 (hereinafter referred to as "the Amendment No 6") to the A320
Family Purchase Agreement
*
H. The Buyer has moyified the Seller on the 01st of July 2001 of its dedcision
to
*
NOW THEREFORE IT IS AGREED AS FOLLOWS:
1- SCOPE
The scope of this Amendment No 7 is *
2- TYPE AND DELIVERY DATES OF FIRM AIRCRAFT
Sub-Clause 9.1 of the A320 Family Purchase Agreement is therefore cancelled
and replaced by Sub-Article 9.1 hereof:
QUOTE
9.1 Delivery Schedule
Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller
shall have the Aircraft ready for delivery at the Aircraft final
assembly line in the following months:
Delivery Date Aircraft Type
------------- -------------
*
*
UNQUOTE
3- OPTION AIRCRAFT *
The paragraphs 1.1 and 1.2 of the Letter Agreement No 4 of the A320 Family
Purchase Agreement as modified by the Amendment No 7 is therefore cancelled
and replaced by the following Articles 1.1 and 1.2:
QUOTE
1.1 OPTION
The Buyer shall have an option to purchase up to additional Aircraft
(hereinafter called the "Option Aircraft"
*
1.2 OPTION EXERCISE:
The formal exercise of the Option Aircraft granted to the Buyer in
accordance with the terms of the present Letter Agreement No 4 (as
modified) shall be made by written notice to the Seller from the Buyer
at any time during the period commencing with the signature hereof and
ending on or before the first day of the * month preceding the Option
Aircraft delivery date.
In order to valid an exercise of an Option, the Seller shall have
received in Seller's bank account an initial predelivery payment equal
to * of the Predelivery Payment Reference Price, corresponding to the
first Predelivery Payment as defined in Clause 5.2.1.2 of the A320
Family Purchase Agreement minus the corresponding deposit amounting to
* already paid by the Buyer as an option fee for each of the 18
Option Aircaft.
*
In the event that the Buyer falls to timely exercise its option in
respect of Option Aircraft, the Option Aircraft shall lapse and
neither party shall have any further rights or obligations hereunder
as to such lapsed Option Aircraft
UNQUOTE
4- DELIVERIES OF OPTION AIRCRAFT
The paragraph 4 of the Letter Agreement No 4 of the A320 Family Purchase
Agreement is therefore cancelled and replaced by the following:
QUOTE
*
UNQUOTE
5- MISCELLANEOUS PROVISIONS
If not otherwise expressly stated in this Amendment No 7, the A320 Family
Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
this Amendment No 7.
This Amendment No 7 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the matters
referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment, the latter shall prevail to the extent of said
inconsistency.
This Amendment No 7 has been executed in two (2) original specimens which
are in English.
IN WITNESS WHEREOF this Amendment No 7 was duly entered into the day and year
first above written.
For and on behalf of For and on behalf of
T.A.M.
TRANSPORTES AEREOS REGIONAIS S.A. AIRBUS INDUSTRIE
/s/ Xxxx Xxxxxx Xxxxx /s/ Xxxxxxx Xxxxxxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Xxxxxx Xxxxx Name: Xxxxxxx Xxxxxxxxx
Title: Contract Director Title: Contract Director
AMENDMENT NO 8
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS
AND
T.A.M.
TRANSPORTES AEREOS REGIONAIS S.A.
AMENDMENT NO 8
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 8 is made as of the 8th day of March 2002 to the A320 Purchase
Agreement signed on March 19th, 1998
Between
AIRBUS GIE a "Groupement d'lnteret Economique" duly created and existing under
French law and having its principal office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "THE SELLER") of the one part,
T.A.M. - TRANSPOTES AEREOS REGIONAIS S.A. having its principal office at:
Rua Monsenhor Xxxxxxx Xxxx, 94
JD Aeroporto
CEP-04357-080
SAO PAULO
BRAZIL
(hereinafter referred to as "THE BUYER") of the other part.
WHEREAS
A. The Buyer and the Seller have on March 19th, 1998 entered into an A320
Family Purchase Agreement (hereinafter referred to as "THE A320 FAMILY
PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
Seller of thirty eight (38) A320 Family Aircraft (each an "AIRCRAFT) of
the A319-100 and A320-200 type (Aircraft No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "AMENDMENT NO 1) to the A320
Family Purchase Agreement covering changes to the delivery dates of some of
the Aircraft.
C. The Buyer and the Seller have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to the A320
Family Purchase Agreement covering certain terms and conditions of the A320
Family Purchase Agreement with respect to the type and delivery dates of
the Aircraft
*
D. The Buyer and the Seller have entered into an Amendment No 3 on January
18th, 2001 (hereinafter referred to as "AMENDMENT NO 3") to the A320 Family
Purchase Agreement covering the conversion of three (3) Option A320-200
Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm Aircraft No
39, 40 and 41)
*
E. The Buyer and the Seller have entered into an Amendment No 4 on February
20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
Purchase Agreement covering
*
F. The Buyer and the Seller have entered into an Amendment No 5 on March 19th,
2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
Purchase Agreement covering
*
G. The Buyer and the Seller have entered into an Amendment No 6 on July 27th,
2001 (hereinafter referred to as "AMENDMENT NO 6") to the A320 Family
Purchase Agreement
*
H. The Buyer and the Seller have entered into an Amendment No 7 on September
06th, 2001 (hereinafter referred to as "AMENDMENT NO 7") to the A320 Family
Purchase Agreement covering
*
NOW THEREFORE IT IS AGREED AS FOLLOWS:
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2
3
4
5
6 *
7
8
9 Delivery Dates
10 *
11 Termination
12 Miscellaneous Provisions
1- SCOPE
The scope of this Amendment No 8 is
[6 pages redacted]
*
11- TERMINATION
It is expressly agreed between the parties that any of the following events
will constitute a termination event, enabling the Seller to terminate the
A320 Family Purchase Agreement by written notice to the Buyer:
(a) Buyer is in default in respect of any of its material obligations
pursuant to the A320 Family Purchase Agreement;
(b) Buyer is in default in respect of any of its material obligations
under any financing provided to Buyer by Seller, its affiliates or
subsidiaries.
12- MISCELLANEOUS PROVISIONS
This Amendment No 8 shall be without prejudice to Seller's rights under the
A320 Family Purchase Agreement, at law and/or otherwise in the event of any
default under the A320 Family Purchase Agreement.
If not otherwise expressly stated in this Amendment No 8, the A320 Family
Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
this Amendment No 8.
This Amendment No 8 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the matters
referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment, the latter shall prevail to the extent of said
inconsistency.
This Amendment No 8 has been executed in two (2) original specimens which are in
English.
IN WITNESS WHEREOF this Amendment No. 8 to the A320 Family Purchase Agreement
was duly entered into the day and year first above written.
For and on behalf of For and on behalf of
T.A.M. AIRBUS
TRANSPORTSES AEREOS REGIONAIS S. A.
/s/ Xxxx Xxxxxx Xxxxx /s/ Xxxxxxxxx Xxxxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Xxxxxx Xxxxx Name: Xxxxxxxxx Xxxxxxx
Title: Contract Director Title: Senior Vice-President
Transactions and Control
Deputy Head of Commercial
APPENDIX A
*
APPENDIX B
*
APPENDIX C
*
AMENDMENT NO 9
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS GIE (FORMERLY KNOWN AS AIRBUS INDUSTRIE GIE)
AND
T.A.M.
TRANSPORTES AEREOS REGIONAIS S.A.
AMENDMENT NO 9
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 9 is made as of the 26th day of April 2002 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS GIE (formerly known as Airbus Industrie GIE), having its principal office
at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "THE SELLER") of the one part,
AND
T.A.M. - TRANSPORTES AEREOS REGIONAIS S.A. having its principal office at:
Rua Monsenhor Xxxxxxx Xxxx, 94
JD Aeroporto
CEP-04357-080
SAO PAULO
BRAZIL
(hereinafter referred to as "THE BUYER") of the other part.
WHEREAS
A. The Buyer and the Seller have on March 19th, 1998 entered into an A320
Family Purchase Agreement (hereinafter referred to as THE A320 FAMILY
PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
Seller of thirty eight (38) A320 Family Aircraft (each an "AIRCRAFT") of
the A319-100 and A320-200 type (Aircraft No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "AMENDMENT NO 1") to
the A320 Family Purchase Agreement covering changes to the delivery dates
of some of the Aircraft.
C. The Buyer and the Seller have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to
the A320 Family Purchase Agreement covering certain terms and conditions of
the A320 Family Purchase Agreement with respect to the type and delivery
dates of the * Aircraft
*
D. The Buyer and the Seller have entered into an Amendment No 3 on
January 18th, 2001 (hereinafter referred to as "AMENDMENT NO 3") to
the A320 Family Purchase Agreement covering the conversion of three (3)
Option A320-200 Aircraft (Option Aircraft No 1, 2 and 3) into firm
orders (Firm Aircraft No 39, 40 and 41),
*
E. The Buyer and the Seller have entered into an Amendment No 4 on February
20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
Purchase Agreement covering
*
F. The Buyer and the Seller have entered into an Amendment No 5 on March 19th,
2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
Purchase Agreement covering
*
G. The Buyer and the seller have entered into an Amendment No 6 on July 27th,
2001 (hereinafter referred to as "AMENDMENT NO 6") to the A320 Family
Purchase Agreement covering the conversion of one (1) Option A320-200
Aircraft (Option Aircraft No 4) into a firm order (Firm Aircraft No 42),
*
H. The Buyer and the Seller have entered into an Amendment No 7 on September
06th, 2001 (hereinafter referred to as "AMENDMENT NO 7") TO the A320 Family
Purchase Agreement
*
I. The Buyer and the Seller have entered into an Amendment No 8 on April
08th, 2002 (hereinafter referred to as "AMENDMENT No 8") to the A320
Family Purchase Agreement covering the advancement two (2) A319 delivery
slots from February and April 2004 to May 2002
*
NOW THEREFORE IT IS AGREED AS FOLLOWS:
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 Delivery Dates
3 Miscellaneous Provisions
1- SCOPE
The scope of this Amendment No 9 is to confirm the agreement by the
Seller and the Buyer
*
2- DELIVERY DATES
*
3- MISCELLANEOUS PROVISIONS
This Amendment No 9 shall be without prejudice to Seller's rights under the
A320 Family Purchase Agreement, at law and/or otherwise in the event of any
default under the A320 Family Purchase Agreement.
If not otherwise expressly stated in this Amendment No 9, the A320 Family
Purchase Agreement, its Exhibits and Letter Agreements shall apply also to
this Amendment No 9.
This Amendment No 9 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the matters
referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment, the latter shall prevail to the extent of said
inconsistency.
This Amendment No 9 has been executed in two (2) original specimens which are in
English.
IN WITNESS WHEREOF this Amendment NO 9 to the A320 Family Purchase Agreement was
duly entered into the day and year first above written.
For and on behalf of For and on behalf of
T.A.M. AIRBUS
TRANSPORTES AEREOS REGIONAIS S.A.
/s/ Xxxx Xxxxxx Xxxxx /s/ Xxx Xxxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Xxxxxx Xxxxx Name: Xxx Xxxxxx
Title: Contract Director Title: V.P.Contracts
AMENDMENT NO 10
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS S.N.C. (FORMERLY KNOWN AS AIRBUS INDUSTRIE G I E)
AND
T.A.M. - LINHAS AEREAS S. A.
(FORMERLY KNOWN AS TAM - TRANSPORTES AEREOS MERIDIONAIS S.A.)
AMENDMENT NO 10
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 10 is made as of the ___th day of April 2004 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS S.N.C. (formerly known as Airbus Industrie GIE), having its principal
office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "THE SELLER") of the one part,
AND
T.A.M. - LINHAS AEREAS S.A. (formerly TAM - TRANSPORTES AEREOS MERIDIONAIS S.A).
as successor of TAM - TRANSPORTES AEREOS REGIONAIS S.A, having its principal
office at:
Xxxxxxx Xxxxxxxx, 000, 00 xxxxx, Lote 4,
CEP 04072 - 000, Xxxxxx XXXX
SAO PAULO - SP
BRAZIL
(herein after referred to as "THE BUYER") of the other part.
WHEREAS
A. The Buyer and the Seller have on March 19th, 1998 entered into an A320
Family Purchase Agreement (hereinafter referred to as "THE A320 FAMILY
PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
Seller of thirty eight (38) A320 Family Aircraft (each an "AIRCRAFT") of
the A319-100 and A320-200 type (Aircraft No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "AMENDMENT NO 1") to the A320
Family Purchase Agreement covering changes to the delivery dates of some of
the Aircraft.
C. The Buyer and the Seller have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to the A320
Family Purchase Agreement covering certain terms and conditions of the A320
Family Purchase Agreement with respect to the type and delivery dates of
the ____ Aircraft
*
D. The Buyer and the Seller have entered into an Amendment No 3 on January
18th, 2001 (hereinafter referred to as "AMENDMENT NO 3") to the A320 Family
Purchase Agreement covering the conversion of three (3) Option A320-200
Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm Aircraft No
39, 40 and 41),
*
E. The Buyer and the Seller have entered into an Amendment No 4 on February
20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
Purchase Agreement covering
*
F. The Buyer and the Seller have entered into an Amendment No 5 on March 19th,
2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
Purchase Agreement covering
*
G. The Buyer and the Seller have entered into an Amendment No 6 on July 27th,
2001 (hereinafter referred to as "AMENDMENT NO 6") to the A320 Family
Purchase Agreement
*
H. The Buyer and the Seller have entered into an Amendment No 7 on September
06th, 2001 (hereinafter referred to as "AMENDMENT NO 7") to the A320 Family
Purchase Agreement
*
I. The Buyer and the Seller have entered into an Amendment No 8 on April 08th,
2002 (hereinafter referred to as "AMENDMENT NO 8") to the A320 Family
Purchase Agreement covering the advancement of two (2) A319 delivery slots
from February and April 2004 to May 2002
*
J. The Buyer and the Seller have entered into an Amendment No 9 on April 26th,
2002 (hereinafter referred to as "AMENDMENT NO 9") to the A320 Family
Purchase Agreement covering the change of the type and delivery dates of
*
NOW THEREFORE IT IS AGREED AS FOLLOWS:
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 Aircraft Configuration
3 Landing Performance Guarantee at Xxxxxx
Xxxxxx Airport (SDU)
4 Guarantee Conditions
5 Guarantee Compliance
6 Adjustment of the Guarantees
7 Undertaking Remedies
8 Miscellaneous Provisions
1 SCOPE
The scope of this Amendment No 10 is to describe the improved
performance guarantee due to the embodiment of the lift Improvement Package
("UP") on some A320-232 Aircraft powered by International Aero Engines
(IAE) V2527-A5 engines and operated by the Buyer.
2 AIRCRAFT CONFIGURATION
The guarantee defined below ("the Guarantee") is applicable to the A320-232
Aircraft powered by International Aero Engines (IAE) V2527-A5 engines and
equipped with the Lift Improvement Package ("LIP") according to the
Retrofit Modification Offer ("RMO") TAM 0312-03-04.
3 LANDING PERFORMANCE GUARANTEE AT XXXXXX XXXXXX (SDU)
The FAR Aircraft permissible Landing Weight when operated in airport
conditions as defined below (assumed representative of of SDU runway 20L):
Pressure Attitude
Temperature
Available Landing Distance (LDA) *
Runway Slope
Wind
shall not be less than a guaranteed value of:
3.1 * kg on dry runway
3.2 * kg on wet runway.
4 GUARANTEE CONDITIONS
4.1 The performance certification requirements for the Aircraft, except where
otherwise stated, will be as stated in Section 02 of the Standard
Specification.
4.2 For the determination of FAR landing performance a hard level runway with
Porous Friction Course ("PFC") surface, with no runway strength limitation,
no obstacles, zero wind, atmosphere according to ISA, except as otherwise
stated, and the use of speed brakes, flaps, associated speeds, landing gear
and engines in the conditions liable to provide the best results will be
assumed.
5 GUARANTEE COMPLIANCE
5.1 Compliance with the Guarantees shall be demonstrated using operating
procedures and limitations in accordance with those defined by the
certifying Airworthiness Authority and by the Seller unless otherwise
stated.
5.2 Compliance with the landing elements of the Guarantees will be demonstrated
with reference to the approved Flight Manual.
5.3 Data derived from flight tests will be adjusted as required using
conventional methods of correction, interpolation or extrapolation in
accordance with established aeronautical practices to show compliance with
the Guarantees.
5.4 The Seller undertakes to furnish the Buyer with a report or reports
demonstrating compliance with the Guarantee at, or as soon as possible
after, the installation of the LIP on the first of the Buyer's A320-232
Aircraft.
6 ADJUSTMENT OF GUARANTEES
6.1 In the event of any change to any law, governmental regulation or
requirement or interpretation thereof ("rule change") by any governmental
agency made subsequent to the date of the Agreement and such rule change
affects the Aircraft configuration or performance or both required to
obtain certification the Guarantees shall be appropriately modified to
reflect the effect of any such change.
6.2 The Guarantees apply to the Aircraft as described in paragraph 2 and may be
adjusted in the event of any further configuration change which is the
subject of a SCN/RMO.
7 UNDERTAKING REMEDIES
7.1 Should any Aircraft fail to meet any of the guarantee specified in this
Amendment No 10 to the Purchase Agreement, the Seller will use its
reasonable endeavours, at Seller's cost and expense, to correct the
deficiency so that the Aircraft comply with the guarantee set out herein.
7.2 Should the Seller fail to develop and make available corrective means
(including but not limited to kits, procedures) of the above said
deficiency, then the Seller shall for the concerned Aircraft pay to the
Buyer by way of liquidated damages upon delivery and, subject to Seller's
maximum liability set forth hereunder, on the anniversary date of the
delivery for as long as the deficiency remains, an amount of 58 US$ (FIFTY
EIGHT US Dollars) for each kilogram deficient per Aircraft and per year
based on the deficiency expressed in kilograms of the Landing performance
guarantee.
7.3 In the event the Seller develops and makes available corrective means
mentioned above the Buyer shall reimburse to the Seller the monthly
prorated portion of the yearly penalty paid by the Seller on account of the
year during which the corrective means are made available.
7.4 The Seller's maximum liability in respect of deficiency in performance of
any Aircraft shall be limited to the payment of liquidated damages for a
period of not more than * and up to an aggregated value of * for each
deficient Aircraft, whichever occurs first. Payment of liquidated damages
shall be deemed to settle all claims and remedies the Buyer would have
against the Seller in respect of landing performance deficiencies.
8. MISCELLANEOUS PROVISIONS
This Amendment No 10 shall be without prejudice to Seller's rights
under the A320 Family Purchase Agreement, at law and/or otherwise in the
event of any default under the A320 Family Purchase Agreement.
If not otherwise expressly stated in this Amendment No 10, the A320
Family Purchase Agreement, its Exhibits and Letter Agreements shall apply
also to this Amendment No 10.
This Amendment No 10 supersedes any previous understandings,
commitments or representations whatsoever oral or written with respect to
the matters referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment, the latter shall prevail to the extent of said
inconsistency.
This Amendment No 10 has been executed in two (2) original specimens which
are in English.
IN WITNESS WHEREOF this Amendment No 10 to the A320 Family Purchase
Agreement was duly entered into the day and year first above written.
For and on behalf of For and on behalf of
T.A.M. - LINHAS AEREAS S.A. AIRBUS S.N.C.
/s/ Xxxx Xxxxxx Xxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Xxxxxx Maluf Name:
Title: Contract Director ---------------------------------
Title:
---------------------------------
AMENDMENT NO 11
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS S. N. C. (FORMERLY KNOWN AS AIRBUS INDUSTRIE G I E)
AND
T.A.M. - LINHAS AEREAS S.A.
(FORMERLY KNOWN AS TAM - TRANSPORTES AEREOS MERIDIONAIS S.A.)
AMENDMENT NO 11
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 11 is made as of the ____th day of April 2004 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS S.N.C. (formerly known as Airbus Industrie GIE), having its principal
office at
0, xxxx-xxxxx Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "THE SELLER") of the one part,
AND
T.A.M.- LINHAS AEREAS S.A. (formerly TAM - TRANSPORTES
AEREOS MERIDIONAIS S.A). as successor of TAM -TRANSPORTES
AEREOS
REGIONAIS S.A, having its principal office at:
Xxxxxxx Xxxxxxxx, 000,00 xxxxx, Xxxx 0,
XXX 04072 - 000, Xxxxxx XXXX
SAO PAULO - SP
BRAZIL
(herein after referred to as "THE BUYER") of the other part.
WHEREAS
A. The Buyer and the Seller have on March 19th, 1998 entered into an A320
Family Purchase Agreement (hereinafter referred to as "THE A320 FAMILY
PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
Seller of thirty eight (38) A320 Family Aircraft (each an "AIRCRAFT") of
the A319-100 and A32O-20O type (Aircraft No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment NO 1 (hereinafter referred to as "AMENDMENT NO 1") to the
A320 Family Purchase Agreement covering changes to the delivery dates of
some of the Aircraft.
C. The Buyer and the Seller have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to
the A320 Family Purchase Agreement covering certain terms and conditions of
the A320 Family Purchase Agreement with respect to the type and delivery
dates of the * Aircraft
*
D. The Buyer and the Seller have entered into an Amendment No 3 on January
18th, 2001 (hereinafter referred to as "AMENDMENT NO 3") to the A320 Family
Purchase Agreement covering the conversion of three (3) Option A320-200
Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm Aircraft No
39, 40 and 41),
*
E. The Buyer and the Seller have entered into an Amendment No 4 on February
20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
Purchase Agreement covering
*
F. The Buyer and the Seller have entered into an Amendment No 5 ON March 19th,
2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
Purchase Agreement covering
*
G. The Buyer and the Seller have entered into an Amendment No 6 on July
27th, 2001 (hereinafter referred to as "AMENDMENT NO 6") tO The A320
Family Purchase Agreement covering
*
H. The Buyer and the Seller have entered into an Amendment No 7 on
September 06th, 2001 (hereinafter referred to as "AMENDMENT NO 7") to
the A320 Family Purchase Agreement
*
I. The Buyer and the Seller have entered into an Amendment No 8 on April
08th, 2002 (hereinafter referred to as "AMENDMENT NO 8") tO the A320 Family
Purchase Agreement covering the advancement of two (2) A319 delivery slots
from February and April 2004 to May 2002
*
J. The Buyer and the Seller have entered into an Amendment No 9 on April 26th,
2002 (hereinafter referred to as "AMENDMENT NO 9") to the A320 Family
Purchase Agreement covering the change of the type and delivery dates of
*
K. The Buyer and the Seller have entered into an Amendment No 10 on April
___th, 2004 (hereinafter referred to as "AMENDMENT NO 10") to the A320
Family Purchase Agreement covering
*
NOW THEREFORE IT IS AGREED AS FOLLOWS:
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 Delivery Dates
3 *
4 Miscellaneous Provisions
1- SCOPE
The scope of this Amendment No 11 is to confirm the agreement by the Seller
and the Buyer to convert the delivery dates of
*
2- DELIVERY DATES
QUOTE
9.1 Delivery Schedule
Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall
have the Aircraft ready for delivery at the Aircraft final assembly line in
the following months:
Aircraft Contractual Rank Delivery Date MSN Aircraft Type
------------------------- ------------- --- -------------
*
*
UNQUOTE
*
4- MISCELLANEOUS PROVISIONS
This Amendment No 11 shall be without prejudice to Seller's rights
under the A320 Family Purchase Agreement, at law and/or otherwise in the
event of any default under the A320 Family Purchase Agreement.
If not otherwise expressly stated in this Amendment No 11, the A320
Family Purchase Agreement, its Exhibits and Letter Agreements shall apply
also to this Amendment No 11.
This Amendment No 11 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the matters
referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the Purchase Agreement and the
present Amendment, the latter shall prevail to the extent of said
inconsistency.
This Amendment No 11 has been executed in two (2) original specimens which
are in English.
IN WITNESS WHEREOF this Amendment No 11 to the A320 Family Purchase
Agreement was duly entered into the day and year first above written.
For and on behalf of For and on behalf of
T.A.M. - LINHAS AEREAS S.A. AIRBUS S.N.C.
/s/ Xxxx Xxxxxx Xxxxx
------------------------------------- ----------------------------------------
Name: Xxxx Xxxxxx Maluf Name:
Title: Contract Director ----------------------------------
Title:
---------------------------------
AMENDMENT NO 12
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S. (FORMERLY KNOWN AS AIRBUS INDUSTRIE G I E)
AND
TAM-LINHAS AEREAS S.A.
(FORMERLY KNOWN AS TAM - TRANSPORTES AEREOS MERIDIONAIS S.A.)
AMENDMENT NO 12
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 12 is made as of the 16th day of June 2005 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS S.A.S. (formerly known as Airbus Industrie GIE), having its principal
office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "THE SELLER") of the one part,
AND
TAM- LINHAS AEREAS S.A. (formerly TAM - TRANSPORTES
AEREOS MERIDIONAIS S.A). as successor of TAM -TRANSPORTES AEREOS
REGIONAIS S.A, having its principal office at:
Xxxxxxx Xxxxxxxx, 000, 00 xxxxx, Lote 4,
CEP 04072 - 000, Xxxxxx XXXX
SAO PAULO - SP
BRAZIL
(herein after referred to as "THE BUYER") of the other part.
WHEREAS
A. The Buyer and the Seller have on March 19th, 1998 entered into an A320
Family Purchase Agreement (hereinafter referred to as "THE A320 FAMILY
PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
Seller of thirty eight (38) A320 Family Aircraft (each an "AIRCRAFT") of
the A319-100 and A320-200 type (Aircraft No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "AMENDMENT NO 1") to the A320
Family Purchase Agreement covering changes to the delivery dates of some of
the Aircraft.
C. The Buyer and the Seller have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to the A320
Family Purchase Agreement covering certain terms and conditions of the A320
Family Purchase Agreement with respect to the type and delivery dates of
the * Aircraft
*
D. The Buyer and the Seller have entered into an Amendment No 3 on January
18th, 2001 (hereinafter referred to as "AMENDMENT X0 0") to the A320 Family
Purchase Agreement covering the conversion of three (3) Option A320-200
Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm Aircraft No
39, 40 and 41),
*
E. The Buyer and the Seller have entered into an Amendment No 4 on February
20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
Purchase Agreement covering
*
F. The Buyer and the Seller have entered into an Amendment No 5 on March 19th,
2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
Purchase Agreement covering
*
G. The Buyer and the Seller have entered into an Amendment No 6 on July 27th,
2001 (hereinafter referred to as "AMENDMENT NO 6") to the A320 Family
Purchase Agreement covering
*
H. The Buyer and the Seller have entered into an Amendment No 7 on September
06, 2001 (hereinafter referred to as "AMENDMENT NO 7") to the A320 Family
Purchase Agreement
*
I. The Buyer and the Seller have entered into an Amendment No 8 on April 08th,
2002 (hereinafter referred to as "AMENDMENT NO 8") to the A320 Family
Purchase Agreement covering the advancement of two (2) A319 delivery slots
from February and April 2004 to May 2002
*
J. The Buyer and the Seller have entered into an Amendment No 9 on April 26th,
2002 (hereinafter referred to as "AMENDMENT NO 9") to the A320 Family
Purchase Agreement covering the change of the type and delivery dates of
*
K. The Buyer and the Seller have entered into an Amendment No 10 on April
08th, 2004 (hereinafter referred to as "AMENDMENT NO 10") to the A320
Family Purchase Agreement covering.
*
L. The Buyer and the Seller have entered into an Amendment No 11 on April
08th, 2004 (hereinafter referred to as "AMENDMENT NO 11") to the A320
Family Purchase Agreement covering the change of the delivery dates of the
*
NOW THEREFORE IT IS AGREED AS FOLLOWS:
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2
3
4
5
6 *
7
8
9
10
11
12 Miscellaneous Provisions
1- SCOPE
The scope of this Amendment No 12 is to record the agreement of the Buyer
and the Seller;
*
[33 pages redacted]
*
This Amendment No 12 has been executed in two (2) original specimens which are
in English.
IN WITNESS WHEREOF this Amendment No 12 to the A320 Family Purchase Agreement
was duly entered into the day and year first above written.
For and on behalf of For and on behalf of
TAM - LINHAS AEREAS S.A. AIRBUS S.A.S.
/s/ /s/
------------------------------------- ----------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
WITNESS WITNESS
/s/
------------------------------------- ----------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
AMENDMENT NO 13
TO THE A320
PURCHASE AGREEMENT
BETWEEN
AIRBUS S.A.S. (FORMERLY KNOWN AS AIRBUS INDUSTRIE GIE)
AND
TAM - LINHAS AEREAS S.A.
(FORMERLY KNOWN AS TAM - TRANSPORTES AEREOS MERIDIONAIS S.A.)
AMENDMENT NO 13
TO THE
A320 PURCHASE AGREEMENT
This Amendment No 13 is made as of the 16th day of June 2005 to the A320
Purchase Agreement signed on March 19th, 1998
Between
AIRBUS S.A.S. (formerly known as Airbus Industrie GIE), having its principal
office at:
1, rond-point Xxxxxxx Xxxxxxxx
00000 XXXXXXX XXXXX
XXXXXX
(hereinafter referred to as "THE SELLER") of the one part,
AND
TAM- LINHAS AEREAS S.A. (formerly TAM - TRANSPORTES AEREOS MERIDIONAIS S.A), as
successor of TAM - TRANSPORTES AEREOS REGIONAIS S.A, having its principal office
at:
Xxxxxxx Xxxxxxxx, 000, 00 xxxxx, Lote 4,
CEP 04072 - 000, Xxxxxx XXXX
SAO PAULO - SP
BRAZIL
(herein after referred to as "THE BUYER") of the other part.
WHEREAS
A. The Buyer and the Seller have on March 19th, 1998 entered into an A320
Family Purchase Agreement (hereinafter referred to as THE A320 FAMILY
PURCHASE AGREEMENT") covering the purchase by the Buyer and the sale by the
Seller of thirty eight (38) A320 family Aircraft (each an "AIRCRAFT") of
the A319-100 and A320-200 type (Aircraft No 1 to No 38).
B. The Buyer and the Seller have on February 16th, 1999 entered into an
Amendment No 1 (hereinafter referred to as "AMENDMENT NO 1") to the A320
Family Purchase Agreement covering changes to the delivery dates of some of
the Aircraft.
C. The Buyer and the Seller have on October 04th, 2000 entered into an
Amendment No 2 (hereinafter referred to as "AMENDMENT NO 2") to the A320
Family Purchase Agreement covering certain terms and conditions of the A320
Family Purchase Agreement with respect to the type and delivery dates of
the * Aircraft
*
D. The Buyer and the Seller have entered into an Amendment No 3 on January
18th, 2001 (hereinafter referred to as "AMENDMENT NO 3") to the A320 Family
Purchase Agreement covering the conversion of three (3) Option A320-200
Aircraft (Option Aircraft No 1, 2 and 3) into firm orders (Firm Aircraft No
39, 40 and 41),
*
E. The Buyer and the Seller have entered into an Amendment No 4 on February
20th, 2001 (hereinafter referred to as "AMENDMENT NO 4") to the A320 Family
Purchase Agreement covering
*
F. The Buyer and the Seller have entered into an Amendment No 5 on March 19th,
2001 (hereinafter referred to as "AMENDMENT NO 5") to the A320 Family
Purchase Agreement covering
*
G. The Buyer and the Seller have entered into an Amendment No 6 on July 27th,
2001 (hereinafter referred to as "AMENDMENT NO 6") to the A320 Family
Purchase Agreement covering
*
H. The Buyer and the Seller have entered into an Amendment No 7 on September
06th, 2001 (hereinafter referred to as "AMENDMENT NO 7") to the A320 Family
Purchase Agreement
*
I. The Buyer and the Seller have entered into an Amendment No 8 on April 08th,
2002 (hereinafter referred to as "AMENDMENT NO 8") to the A320 Family
Purchase Agreement covering the advancement of two (2) A319 delivery slots
from February and April 2004 to May 2002
(ii) *
J. The Buyer and the Seller have entered into an Amendment No 9 on April 26th,
2002 (hereinafter referred to as "AMENDMENT NO 9") to the A320 Family
Purchase Agreement covering the change of the type and delivery dates of
*
K. The Buyer and the Seller have entered into an Amendment No 10 on April
08th, 2004 (hereinafter referred to as "AMENDMENT NO 10") to the A320
Family Purchase Agreement covering
*
L. The Buyer and the Seller have entered into an Amendment No 11 on April
08th, 2004 (hereinafter referred to as "AMENDMENT NO 11") to the A320
Family Purchase Agreement covering the change of the delivery dates of the
*
M. The Buyer and the Seller have entered into an Amendment No 12 on June 16th,
2005 (hereinafter referred to as "AMENDMENT NO 12") to the A320 Family
Purchase Agreement covering
*
NOW THEREFORE IT IS AGREED AS FOLLOWS:
TABLE OF CONTENTS
CLAUSES TITLES
------- ------
1 Scope
2 * Delivery Dates
3
4 *
5
6
7
8
9 Option Rights
10 *
11
12 Miscellaneous Provisions
1- SCOPE
The scope of this Amendment No 13 is to amend certain provisions of the
A320 Family Purchase Agreement,
*
2- * AIRCRAFT DELIVERY DATED
Sub-Clause 9.1 of the A320 Family Purchase Agreement is hereby cancelled
and replaced by the following:
QUOTE
9.1 Delivery Schedule
Subject to the provisions of Clauses 2, 7, 8, 10 and 18 the Seller shall
have the Aircraft ready for delivery at the Aircraft final assembly line in
the following months:
Aircraft Contractual Rank Delivery Date MSN Aircraft Type
------------------------- ------------- --- -------------
*
[7 pages redacted]
*
*
12 MISCELLANEOUS PROVISIONS
This Amendment No 13 shall be without prejudice to the rights of the Seller
and the Buyer under the A320 Family Purchase Agreement, at law and/or
otherwise. If not otherwise expressly stated in this Amendment No 13, the
A320 Family Purchase Agreement, its Exhibits and Letter Agreements shall
apply also to this Amendment No 13.
This Amendment No 13 supersedes any previous understandings, commitments or
representations whatsoever oral or written with respect to the matters
referred to herein.
Capitalized terms used herein and not otherwise defined herein shall have
the meanings assigned thereto in the A320 Family Purchase Agreement, its
Exhibits and Letter Agreements.
In the event of any inconsistency between the A320 Family Purchase
Agreement and the present Amendment No 13, the latter shall prevail to the
extent of said inconsistency.
This Amendment No 13 has been executed in two (2) original specimens which are
in English.
IN WITNESS WHEREOF this Amendment No 13 to the A320 Family Purchase Agreement
was duly entered into the day and year first above written.
For and on behalf of For and on behalf of
TAM - LINHAS AEREAS S.A. AIRBUS S.A.S.
/s/ /s/
------------------------------------- ----------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
WITNESS WITNESS
/s/
------------------------------------- ----------------------------------------
Name: Name:
------------------------------- ----------------------------------
Title: Title:
------------------------------ ---------------------------------
EXHIBIT A TO THE AMENDMENT NO 13
The seller have developed AIRMAN software dedicated to maintenance operation for
new aircraft equipped with on-board monitoring function. The three major
functions of AIRMAN are line maintenance, hangar maintenance and engineering.
With license reference GCS/062.0037/02-issue 3 * TAM aircraft are scheduled to
be connected in June / July 05 for a duration of * years.
*
