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ACQUISITION AGREEMENT
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<DESCRIPTION>ACQUISITION AGREEMENT
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                                                                   Exhibit 10.43






                     A330-200 FREIGHTER PURCHASE AGREEMENT

                           Dated as of June 20, 2007



                                    between



                                 Airbus S.A.S.,
                                     Seller


                                      and


                               AYR FREIGHTER LLC
                                     Buyer








AYR FREIGHTER LLC - A330-200F - June 2007
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        C O N T E N T S
        ---------------


0 -     DEFINITIONS

1 -     SALE AND PURCHASE

2 -     SPECIFICATION

   2.1    Airframe Specification

   2.2    Propulsion Systems

   2.3    Milestones

3 -     PRICE

   3.1    Base Price of the Aircraft

   3.2    Final Contract Price

   3.3    Taxes, Duties and Imposts

4 -     PRICE REVISION

   4.1    Seller Price Revision Formula

   4.2    Propulsion Systems Price Revision

5 -     PAYMENT TERMS

   5.1    Seller's Account

   5.2    Predelivery Payments

   5.3    Commitment Fee

   5.4    Payment of Balance of the Final Contract Price

   5.5    Application of Payments

   5.6    Setoff Payments

   5.8    Proprietary Interest

   5.9    Payment in Full


6 -     MANUFACTURE PROCEDURE - INSPECTION



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   6.1    Manufacture Procedures

   6.2    Inspection

   6.3    Representatives

7 -     CERTIFICATION

   7.1    Type Certification

   7.2    Export Certificate of Airworthiness

8 -     TECHNICAL ACCEPTANCE

   8.1    Technical Acceptance Process

   8.2    Buyer's Attendance

   8.3    Certificate of Acceptance

   8.4    Finality of Acceptance

   8.5    Aircraft Utilization

9 -     DELIVERY

   9.1    Delivery Schedule

   9.2    Delivery

   9.3    Flyaway

10 -    EXCUSABLE DELAY AND TOTAL LOSS

   10.1   Scope of Excusable Delay

   10.2   Consequences of Excusable Delay

   10.3   Termination on Excusable Delay

   10.4   Total Loss, Destruction or Damage

   10.5   Remedies

11 -    INEXCUSABLE DELAY

   11.1   Liquidated Damages

   11.2   Renegotiation


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   11.3   Termination

   11.4   Remedies

12.     WARRANTIES AND SERVICE LIFE POLICY

   12.1   Warranty

   12.2   Seller Service Life Policy

   12.3   Supplier Warranties And Service Life Policies

   12.4   Interface Commitment

   12.5   Exclusivity Of Warranties

   12.6   Duplicate Remedies

   12.7   Transferability and Disclosure to Third Party Entity

   12.8   Negotiated Agreement

13.     PATENT AND COPYRIGHT INDEMNITY

   13.1   Indemnity

   13.2   Administration of Patent and Copyright Indemnity Claims

14 -    TECHNICAL DATA AND FLIGHT AND GROUND INFORMATION SERVICES

   14A    Technical Data

   14B    Software Services

   14C    General Provisions

15 -    SELLER REPRESENTATIVES

   15.1   Customer Support Director

   15.2   Customer Support Representatives

   15.3   Buyer's Support

   15.4   Temporary Assignment and Withdrawal of Resident Customer Support
   Representative

   15.5   Indemnities

          Appendix A to Clause 15


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   16.1   General

   16.2   Scope

   16.3   Training Organization / Location

   16.4   Training Courses

   16.5   Prerequisites and Conditions

   16.6   Logistics

   16.7   Flight Operations Training

   16.8   Maintenance Training

   16.9   Supplier and Engine Manufacturer Training

   16.10  Training Aids for the Buyer's Training Organization

          Appendix A to Clause 16

          Appendix B to Clause 16

17 -    SUPPLIER PRODUCT SUPPORT

   17.1   Equipment Supplier Product Support Agreements

   17.2   Supplier Compliance

18 -    BUYER FURNISHED EQUIPMENT

   18.1   Administration

   18.2   Requirements

   18.3   Buyer's Obligation and Seller's Remedies

   18.4   Title and Risk of Loss

   18.5   Disposition of BFE Following Termination

19 -    INDEMNITIES AND INSURANCE

   19.1   Seller's Indemnities

   19.2   Buyer's Indemnities

   19.3   Notice and Defense of Claims


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   19.4   Insurance

20 -    ASSIGNMENTS AND TRANSFERS

   20.1   Assignments by Buyer

   20.2   Assignments for Predelivery Payments and Delivery Financing

   20.3   Assignments on Sale, Merger or Consolidation

   20.4   Designations by Seller

   20.5   Transfer of Rights and Obligations upon Reorganization

21 -    TERMINATION

   21.1   Termination Events

   21.6   Information Covenants

22 -    MISCELLANEOUS PROVISIONS

   22.1   Data Retrieval

   22.2   Notices

   22.3   Waiver

   22.4   International Supply Contract

   22.5   Certain Representations Of The Parties

   22.6   Interpretation And Law

   22.7   Waiver of Jury Trial

   22.8   No Representations outside of this Agreement.

   22.9   Confidentiality

   22.10  Severability

   22.11  Entire Agreement

   22.12  Inconsistencies

   22.13  Language


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   22.14  Counterparts


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         C O N T E N T S
         ---------------


       EXHIBITS
       --------

       EXHIBIT A           A330-200F STANDARD SPECIFICATION

       EXHIBIT B-1         FORM OF SPECIFICATION CHANGE NOTICE

       EXHIBIT B-2         SPECIFICATION CHANGE NOTICES

       EXHIBIT B-3         FORM OF MANUFACTURER SPECIFICATION CHANGE NOTICE

       EXHIBIT C           SELLER SERVICE LIFE POLICY - ITEMS COVERED

       EXHIBIT D           FORM OF CERTIFICATE OF ACCEPTANCE

       EXHIBIT E           FORM OF BILL OF SALE

       EXHIBIT F           TECHNICAL DATA INDEX

       EXHIBIT G           SELLER PRICE REVISION FORMULA

       EXHIBIT H           PROPULSION SYSTEMS PRICE REVISION FORMULA




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       P U R C H A S E      A G R E E M E N T


       This agreement is made this 20th day of June 2007


       Between AIRBUS S.A.S. organized and existing under the laws of the
       Republic of France, having its registered office located at 1,
       rond-point Maurice Bellonte 31700 BLAGNAC, FRANCE (hereinafter referred
       to as the "Seller")

       and AYR FREIGHTER LLC a limited liability company organized and existing
       under the laws of the State of Delaware (hereinafter referred to as the
       "Buyer").

       WHEREAS the Buyer wishes to purchase and the Seller is willing to sell
       fifteen (15) Airbus A330-200 Freighter model aircraft, on the terms and
       conditions herein provided,

       NOW THEREFORE IT IS AGREED AS FOLLOWS:


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       0 - DEFINITIONS

       For all purposes of this agreement, except as otherwise expressly
       provided or unless the context otherwise requires, the following terms
       will have the following meanings:

       Affiliate - with respect to any person or entity, any other person or
       entity directly or indirectly controlling, controlled by or under common
       control with such person or entity.

       Agreement - this A330-200 Freighter Purchase Agreement, including all
       exhibits and appendixes attached hereto, as the same may be amended or
       modified and in effect from time to time.

       Aircraft - any or all of the fifteen (15) firm A330-200 Freighter
       aircraft for which the delivery schedule is set forth in Clause 9.1.1 to
       be sold by the Seller and purchased by the Buyer pursuant to this
       Agreement, together with all components, equipment, parts and accessories
       installed in or on such aircraft and the Propulsion Systems installed
       thereon upon delivery.

       Aircraft Training Services - all aircraft training courses and training
       support provided to the Buyer pursuant to this Agreement, including
       flight training, line training, flight assistance, line assistance, and
       maintenance support.

       Airframe - any A330-200 Freighter Aircraft, excluding the Propulsion
       Systems therefore.

       ANACS - Airbus North America Customer Services, Inc., a corporation
       organized and existing under the laws of Delaware, having its registered
       office located at 198 Van Buren Street, Suite 300, Herndon, VA 20170, or
       any successor thereto.

       ATA Specification - specification issued by the Air Transport
       Association of America relating various aircraft including
       manufacturers' technical data, software programs, integrated data
       processing, spare parts shipment, industry-wide communication system
       linking suppliers and users for the purposes of spares provisioning,
       purchasing, order administration, invoicing and information or data
       change.

       Aviation Authority - when used with respect to any jurisdiction, the
       government entity that, under the laws of such jurisdiction, has control
       over civil aviation or the registration, airworthiness or operation of
       civil aircraft in such jurisdiction.


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       Balance of the Final Contract Price - means the amount payable by the
       Buyer to the Seller on the Delivery Date for an Aircraft after deducting
       from the Final Contract Price for such Aircraft the amount of all
       Predelivery Payments received by the Seller from the Buyer in respect of
       such Aircraft on or before the Delivery Date for such Aircraft.

       Base Price - for any Aircraft, Airframe, SCNs or Propulsion Systems, as
       more completely defined in Clause 3.1.

       BFE Definition - as defined in Clause 18.1.1.

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

       Buyer Furnished Equipment (BFE) - for any Aircraft, all the items of
       equipment that will be furnished by the Buyer and installed in the
       Aircraft by the Seller, as defined in the Specification.

       Commitment Fee - each of the commitment fee amounts described in Clause
       5.3.

       Customer Originated Changes (COC) - as defined in Clause 14.A.8.

       Delivery - the transfer of title to the Aircraft from the Seller to the
       Buyer, in accordance with Clause 9.

       Delivery Date - the date on which Delivery occurs.

       Delivery Location - the facilities of the Seller at the location of
       final assembly of the Aircraft.

       Development Changes - as defined in Clause 2.1.3.

       DGAC - the Direction Generale de l'Aviation Civile of France, or any
       successor thereto.

       EASA - European Aviation Safety Agency or any successor thereto.

       Excusable Delay - delay in delivery or failure to deliver an Aircraft
       due to causes as defined in Clause 10.1.

       Export Certificate of Airworthiness - an export certificate of
       airworthiness, or, with respect to Aircraft to be registered in a Member
       State of the European Community, the Statement of Conformity, issued by
       the Aviation Authority of the Delivery Location.


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       FAA - the U.S. Federal Aviation Administration, or any successor thereto.

       Final Contract Price - as defined in Clause 3.2.

       Goods and Services - means any goods, excluding Aircraft, and services
       that may be purchased by the Buyer from the Seller or its designee.

       Inexcusable Delay - as defined in Clause 11.1.

       In-house Warranty Repair- as referred to in Clause 12.1.8.

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

       Initial Operator - the first Operator of an Aircraft in commercial
       revenue service following its Delivery hereunder.

       Interface Problem - as defined in Clause 12.4.1.

       LIBOR - the London Interbank Offered Rate for each stated interest
       period, determined on the basis of the offered rates for six-month
       deposits in US dollars, appear on the Reuters Screen LIBO Page as of
       11:00 a.m., London time, on the day that is two (2) days (other than a
       Business Day on which banking institutions are authorized to close in the
       London) before the first day of an interest period. If at least two (2)
       such offered rates appear on the Reuters Screen LIBO Page, the rate for
       that interest period will be the arithmetic mean of such offered rates
       rounded to the nearest one-hundred thousandth of a basis point. If only
       one (1) offered rate appears, the rate for that interest period will be
       "LIBOR" as quoted by National Westminster Bank, plc. "Reuters Screen LIBO
       Page" means the display designated as page "LIBO" on the Reuters Monitor
       Money Rates Service (or any successor to such page or service).

       Manufacturer Specification Change Notice (MSCN) -as defined in Clause
       2.1.4.

       Operator - Any operator of the Aircraft following Delivery hereunder.

       Predelivery Payment - any of the payments made in accordance with Clause
       5.2.

       Predelivery Payment Reference Price - as defined in Clause 5.2.2.

       Propulsion Systems - as set forth in Clause 2.2.

       Propulsion Systems Price Revision Formula - the Propulsion Systems price
       revision formula set forth in Exhibit H hereto.


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       Ready for Delivery - when (i) the Technical Acceptance Process (as
       defined in Clause 8.1.1) has been successfully completed for an Aircraft
       and (ii) the Export Certificate of Airworthiness has been issued for such
       Aircraft.

       Reference Price - as set forth in Clause 3.1.3.

       Scheduled Delivery Month - as defined in Clause 9.1.1.

       Seller Price Revision Formula - the price revision formula set forth in
       Exhibit G.

       Seller's Representatives - the representatives of the Seller referred to
       in Clause 15.

       Service Life Policy - as set forth to in Clause 12.2.

       Specification - the Standard Specification as amended by the SCNs set
       forth in Exhibit B-2 hereto as may be further amended or modified in
       accordance with this Agreement.

       Specification Change Notice (SCN) - as described in Clause 2.1.2.

       Standard Specification - the A330-200F standard specification document
       with reference G 000 0F000, Issue 1, dated January 31, 2007, published by
       the Seller, a copy of which is annexed as Exhibit A hereto.

       Supplier - any supplier of Supplier Parts.

       Supplier Part - any component, equipment, accessory or part installed in
       an Aircraft at the time of Delivery thereof, not including the Propulsion
       Systems or Buyer Furnished Equipment, for which there exists a Supplier
       Product Support Agreement.

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

       Technical Data - as set forth in Clause 14.A and Exhibit F.

       Termination Event - as defined in Clause 21.1.

       Total Loss - as defined in Clause 10.4

       Training Conference - as defined in Clause 16.4.1.

       Type Certificate - as defined in Clause 7.1


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       Warranted Part - as defined in Clause 12.1.1.

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

       The terms "herein," "hereof" and "hereunder" and other words of similar
       import refer to this Agreement, and not a particular Clause thereof. The
       definition of a singular in this Clause 0 will apply to plurals of the
       same words.

       Except as provided in Clause 22.6.4, references in this Agreement to an
       exhibit, schedule, article, section, subsection or clause refer to the
       appropriate exhibit or schedule to, or article, section, subsection or
       clause in this Agreement.

       Each agreement defined in this Clause 0 will include all appendices,
       exhibits and schedules thereto. If the prior written consent of any
       person is required hereunder for an amendment, restatement, supplement or
       other modification to any such agreement and the consent of each such
       person is obtained, references in this Agreement to such agreement shall
       be to such agreement as so amended, restated, supplemented or modified.

       References in this Agreement to any statute will be to such statute as
       amended or modified and in effect at the time any such reference is
       operative.

       The term "including" when used in this Agreement means "including without
       limitation" except when used in the computation of time periods.

       Technical and trade terms not otherwise defined herein will have the
       meanings assigned to them as generally accepted in the aircraft
       manufacturing industry.


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       1 - SALE AND PURCHASE

           The Seller will sell and deliver to the Buyer, and the Buyer will
           purchase and take delivery of the Aircraft from the Seller, subject
           to the terms and conditions in this Agreement.











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       2 -    SPECIFICATION

       2.1    Airframe Specification

              The Airframe will be manufactured in accordance with the
              Specification.

       2.1.1  Specification Amendment

              The Seller and Buyer understand and agree that the Specification
              may be amended following signature of this Agreement in
              accordance with the terms of this Clause 2.

       2.1.2  Specification Change Notice

              The Specification may be amended by written agreement between the
              Seller and Buyer in an SCN. Each SCN will be substantially in the
              form set out in Exhibit B-1 and will set out such SCN's scope of
              implementation and will also set forth, in detail, the particular
              change to be made to the Specification and the effect, if any, of
              such change on design, performance, weight, or Scheduled Delivery
              Month of the Aircraft affected thereby, and on the text of the
              Specification. An SCN may result in an adjustment of the Base
              Price of the Aircraft, which adjustment if any, will be specified
              in the SCN.

       2.1.3  Development Changes

              The Specification may also be amended to incorporate changes
              deemed necessary by the Seller to improve the Aircraft, prevent
              delay or ensure compliance with this Agreement ("Development
              Changes"), as set forth hereunder.

       2.1.4  Manufacturer Specification Change Notice

              Development Changes will result in amendments to the
              Specification by the way of such Manufacturer Specification
              Change Notice ("MSCN") when such development change has an effect
              on design, performance, weight, price or Scheduled Delivery Month
              of an Aircraft. MSCNs will be provided to the Buyer, will be
              substantially in the form set out in Exhibit B-3 hereto and will
              set out such MSCN's scope of implementation as well as, in
              detail, the particular change to be made to the Specification,
              and the effect, if any, of such change on design, performance,
              weight, price, Scheduled Delivery Month of the Aircraft affected
              thereby, interchangeability or replaceability requirements of the
              Specification and on the text of the Specification. The Buyer's
              consent to an MSCN is not required if such MSCN (1) does not


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              adversely affect design, performance, weight, price, Delivery
              Date of the Aircraft affected thereby, interchangeability or
              replaceability requirements of the Specification or (2) is
              necessitated by an Aviation Authority directive or by equipment
              obsolescence.

              If the MSCN does adversely affect the design, performance,
              weight, price, Delivery Date of the Aircraft affected thereby or
              the interchangeability or replaceability requirements of the
              Specification, and provided that the MSCN is not necessitated by
              an Aviation Authority directive or by equipment obsolescence, the
              Seller will notify the Buyer of a reasonable period of time
              following such notice in which the Buyer must accept or reject
              such MSCN. If the Buyer does not notify the Seller of an
              objection to the MSCN within the time period specified, the MSCN
              will be deemed accepted by the Buyer and the corresponding
              modification will be accomplished.

       2.2    Propulsion Systems

       2.2.1  Available Propulsion Systems

              Each of the Aircraft shall be equipped with any of the set of

              two Rolls Royce Trent 772B engines, or two Pratt & Whitney
              PW4168A engines.

              (in each case the "Propulsion Systems"), as shall be selected by
              the Buyer pursuant to sub-Clause 2.2.2 below. Each Propulsion
              Systems shall include nacelles, thrust reversers and associated
              standard equipment, installed on such Aircraft on Delivery.

       2.2.2  Propulsion Systems Selection

              The Buyer shall notify the Seller of its choice of Propulsion
              Systems in writing no later than on the first (1st) day of the
              twentieth (20th) month prior to the Scheduled Delivery Month of
              each of the Aircraft.


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       2.3    Milestones

       2.3.1  Customization Milestones Chart

              Within a reasonable period following signature of the Agreement,
              the Seller will provide the Buyer with a Customization Milestones
              Chart setting out how far in advance of the Scheduled Delivery
              Month of the Aircraft an SCN must be executed in order to
              integrate into the Specification any items requested by the Buyer
              from the Specification Changes Catalogues made available by the
              Seller (the "Customization Milestone Chart").

       2.3.2  Contractual Definition Freeze

              The Customization Milestone Chart shall in particular define the
              Contractual Definition Freeze ("CDF") date, corresponding to the
              latest date prior to an Aircraft Scheduled Delivery Month by
              which all SCNs need to have been executed by the Buyer to enable
              their incorporation into the manufacturing of the Aircraft.




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       3 -    PRICE

       3.1    As provided in Clause 1 of Schedule 1

       3.2    Final Contract Price

              The Final Contract Price of an Aircraft will be the sum of:

              (i) the Base Price of the Airframe, as adjusted to the applicable
              Delivery Date of such Aircraft in accordance with the Seller
              Price Revision Formula;

              (ii) the price of any SCNs for the Airframe entered into after
              the date of signature of this Agreement, as adjusted to the
              Delivery Date in accordance with the Seller Price Revision
              Formula;

              (iii) the Propulsion Systems Reference Price as revised as of the
              Delivery Date in accordance with Clause 4.2;

              (iv) the price of any SCNs for the Propulsion Systems Reference
              Price entered into after the date of signature of this Agreement,
              as adjusted to the Delivery Date in accordance with the
              Propulsion Systems Price Revision Formula; and

              (v) any other amount resulting from any other provisions of this
              Agreement and/or any other written agreement between the Buyer
              and the Seller relating to the Aircraft.

       3.3    Taxes, Duties and Imposts

       3.3.1  The Seller will pay any and all taxes, duties, imposts or similar
              charges of any nature whatsoever, except for taxes based on or
              measured by the income of the Buyer or any taxes of a similar
              nature or charges levied against the Buyer or its Affiliates for
              the privilege of doing business in any jurisdiction, that are (i)
              imposed upon the Buyer, (ii) imposed upon the Seller with an
              obligation on the Buyer to withhold or collect the amount thereof
              from the Seller or (iii) imposed upon the Buyer with an
              obligation on the Seller to withhold or collect such amount from
              the Buyer, and that are levied, assessed, charged or collected
              for or in connection with the fabrication, manufacture,
              modification, assembly, sale, delivery, use of or payment under
              this Agreement for any Aircraft, component, accessory, equipment
              or part delivered or furnished hereunder, provided such taxes,
              duties, imposts or similar charges have been promulgated and are
              enforceable under the laws of the country of the Delivery
              Location on or before Delivery of such Aircraft.


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       3.3.2  The Buyer will pay any and all taxes, duties, imposts or similar
              charges of any nature whatsoever, except for taxes based on or
              measured by the income of the Seller or any taxes of a similar
              nature or charges levied against the Seller or its Affiliates for
              the privilege of doing business in any jurisdiction, that are (i)
              imposed upon the Seller, (ii) imposed upon the Buyer with an
              obligation on the Seller to collect the amount thereof for the
              Buyer or (iii) imposed upon the Seller with an obligation for the
              Buyer to withhold such amount from the Seller, and that are
              levied, assessed, charged or collected for or in connection with
              the fabrication, manufacture, modification, assembly, sale,
              delivery or use of or payment under this Agreement for any
              Aircraft, component, accessory, equipment or part delivered or
              furnished hereunder, provided such taxes, duties, imposts or
              similar charges have been levied, assessed, charged or collected
              under laws promulgated and enforceable in countries other than
              the country of the Delivery Location.

       3.3.3  The Seller will arrange for the export of the Aircraft from the
              country of the Delivery Location and will pay any customs duties,
              taxes and fees required to be paid with respect to such
              exportation of the Aircraft.

       3.3.4  The Buyer will arrange for the import of the Aircraft into any
              country or jurisdiction and will pay any customs duties, taxes
              and fees required to be paid with respect to such importation of
              the Aircraft.



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       4 -    PRICE REVISION

       4.1    Seller Price Revision Formula

              The Base Prices of the Airframe and of the SCNs are subject to
              revision up to and including the Delivery Date in accordance with
              the Seller Price Revision Formula as set forth in Exhibit G
              hereto.

       4.2    Propulsion Systems Price Revision

       4.2.1  Each Propulsion Systems Reference Price is subject to revision in
              accordance with the applicable Propulsion Systems Price Revision
              Formula up to and including the Delivery Date as set forth in
              Exhibit H hereto.

       4.2.2  Modification of Propulsion Systems Reference Price and Propulsion
              Systems Price Revision Formula

              The Reference Price of the Propulsion Systems, the prices of the
              related equipment and the Propulsion Systems Price Revision
              Formula are based on information received from the respective
              Propulsions Systems manufacturers and are subject to amendment by
              the Propulsion Systems manufacturer at any time prior to
              Delivery. If the Propulsion Systems manufacturers make any such
              amendment, the amendment will be deemed to be incorporated into
              this Agreement and the Reference Price of the applicable
              Propulsion Systems, the prices of the related equipment and the
              Propulsion Systems Price Revision Formulae will be adjusted
              accordingly. The Seller agrees to notify the Buyer as soon as the
              Seller receives notice of any such amendment from any of the
              Propulsion Systems manufacturers.



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       5 -    PAYMENT TERMS

       5.1    Seller's Account

              The Buyer will pay the Predelivery Payments, the Balance of the
              Final Contract Price and any other amount due hereunder in
              immediately available funds in United States dollars to: AIRBUS
              S.A.S., Acct. No. 0121 635 000 100 CAYLON, Swift CRLYUS33, ABA
              026008073, 1301 Avenue of the Americas, New York, NY 10019, USA,
              or to such other account as may be designated by the Seller.

       5.2    Predelivery Payments

       5.2.1  Predelivery Payments are non-refundable and will be paid by the
              Buyer to the Seller for Aircraft. The aggregate Predelivery
              Payment amount is thirty percent (30 %) of the Predelivery
              Payment Reference Price defined below in Clause 5.2.2.

       5.2.2  The Predelivery Payment Reference Price for an Aircraft to be
              delivered in calendar year T is defined below:

              A = Pb (1 + 0.03N)

              where

              A = the Predelivery Payment Reference Price for an Aircraft to be
              delivered in calendar year T.

              Pb = the Base Price of the Aircraft as defined in Clause 3 above.

              N = (T - 2006).

              T = the year of delivery of the relevant Aircraft.

              In the absence of a Propulsion System selection by the Buyer for
              any Aircraft, the Base Price of the Aircraft to calculate the
              Predelivery Payment Reference Price with above formula shall be
              the sum of:

              (i) the Base Price of the Airframe and

              (ii) the Rolls Royce Trent 772B Propulsion System Base Price.


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<PAGE>



       5.2.3  As provided in Clause 2 of Schedule 1





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<PAGE>


       5.2.4  The Seller will be entitled to hold and use any Predelivery
              Payment as absolute owner thereof, subject only to the obligation
              to deduct an amount equal to Predelivery Payments from the Final
              Contract Price, when calculating the Balance of the Final
              Contract Price. The Seller will be under no obligation to
              segregate any Predelivery Payment, or any amount equal thereto,
              from the Seller's funds generally.

       5.2.5  Specification Change Notice Predelivery Payments

              The Seller shall be entitled to request Predelivery Payments for
              each SCN executed after signature of this Agreement:

              (i) for each SCN executed prior to the first day of the fifteenth
              (15th) month prior to the Scheduled Delivery Month, this
              Predelivery Payment shall correspond to a percentage of the SCN
              price equal to the aggregate percentage of Predelivery Payments
              as defined in Clause 5.2.1 above and shall be paid on the first
              day of the twelfth (12th) month prior to the Scheduled Delivery
              Month;

              (ii) for each SCN executed between fifteen (15) and twelve (12)
              months prior to the Scheduled Delivery Month this payment shall
              amount to fifty percent (50 %) of the SCN price and shall be paid
              on the first day of the sixth (6) month prior to the Scheduled
              Delivery Month ;

              (iii) each of the above Predelivery Payments shall be credited
              against the Final Contract Price of the corresponding Aircraft.

       5.3    Commitment Fee

              The Seller acknowledges that it has received from the Buyer the
              sum of USD 11,250,000 (U.S. dollars -eleven million two hundred
              fifty thousand), which represents a non-refundable commitment fee
              of USD 750,000 (US dollars - seven hundred fifty thousand) for
              each Aircraft (the "Commitment Fee"). The Commitment Fee paid
              with respect to each particular Aircraft will be credited without
              interest against the first Predelivery Payment for such Aircraft.



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<PAGE>


       5.4    Payment of Balance of the Final Contract Price

              Concurrent with the Delivery of each Aircraft, the Buyer will pay
              to the Seller the Balance of the Final Contract Price for the
              applicable Aircraft. The Seller's receipt of the full amount of
              all Predelivery Payments and of the Balance of the Final Contract
              Price, including any amounts due under Clause 5.7, will be a
              condition precedent to the Seller's obligation to deliver such
              Aircraft to the Buyer.

       5.5    Application of Payments

              Notwithstanding any other rights the Seller may have at contract
              or at law, the Buyer and the Seller hereby agree that should any
              amount under this Agreement become due and payable by the Buyer,
              and not be paid in full in immediately available funds on the
              date due, then the Seller will have the right to debit and apply,
              in whole or in part, the Predelivery Payments paid to the Seller
              by the Buyer against such unpaid amount. The Seller will promptly
              notify the Buyer in writing after such debiting and application,
              and the Buyer will immediately pay to the Seller the amount
              required to comply with Clause 5.2.3.

       5.6    Setoff Payments

              Notwithstanding anything to the contrary contained herein, before
              being required to make any payments, the Seller will have the
              right to apply any and all sums previously paid by the Buyer to
              the Seller with respect to an Aircraft to the payment of any
              other amounts the Buyer owes to the Seller or any Affiliate
              thereof under this Agreement. No other setoff by the Seller shall
              be permitted.

       5.7    Overdue Payments

              If any payment due to the Seller under this Agreement including
              but not limited to any Predelivery Payment, commitment fee,
              option fees for the Aircraft as well as any payment due to the
              Seller for any spare parts, data, documents, training and
              services, is not received on the due date, without prejudice to
              the Seller's other rights under this Agreement and at law, 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 and including the date when the payment is received by the
              Seller at a rate equal to the LIBOR plus three percent (3 %) per
              year (part year to be prorated).

              All interest payable under this Agreement shall be compounded
              monthly and calculated on the basis of the actual number of days
              elapsed in the month and assuming a thirty (30) day month and a
              three hundred and sixty (360) day year.



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<PAGE>

       5.8    Proprietary Interest

              Notwithstanding any provision of law to the contrary, the Buyer
              will not, by virtue of anything contained in this Agreement
              (including, without limitation, any Commitment Fee or Predelivery
              Payments hereunder, or any designation or identification by the
              Seller of a particular Aircraft as an Aircraft to which any of
              the provisions of this Agreement refer) acquire any proprietary,
              insurable or other interest whatsoever in (or, except as
              expressly agreed in writing, including this Agreement, between
              the Seller and Buyer, have any liability with respect to)any
              Aircraft before Delivery of and payment for such Aircraft, as
              provided in this Agreement.

       5.9    Payment in Full

              The Buyer's obligation to make payments to the Seller hereunder
              will not be affected by and will be determined without regard to
              any setoff, counterclaim, recoupment, defense or other right that
              the Buyer may have against the Seller or any other person and all
              such payments will be made without deduction or withholding of
              any kind other than any U.S., State or local income withholding
              Taxes or income withholding taxes imposed by any Seller
              jurisdiction. The Buyer shall ensure that the sums received by
              the Seller under this Agreement will be equal to the full amounts
              expressed to be due the Seller hereunder, without deduction or
              withholding on account of and free from any and all taxes,
              levies, imposts, duties or charges of whatever nature, except
              that if the Buyer is compelled by law to make any such deduction
              or withholding (other than U.S. federal, state or local income
              withholding taxes or Seller jurisdiction income withholding
              taxes), the Buyer will pay such additional amounts, to the Seller
              as may be necessary so that the net amount received by the Seller
              after such deduction or withholding will equal the amounts that
              would have been received in the absence of such deduction or
              withholding.



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<PAGE>


       6 -    MANUFACTURE PROCEDURE - INSPECTION

       6.1    Manufacture Procedures

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

       6.2    Inspection

       6.2.1  All work to be carried out on the Aircraft and all materials and
              parts thereof will be open to inspection during business hours by
              duly authorized representatives of the Buyer or its designee at
              the respective works of the relevant manufacture facility of the
              Seller or the Affiliates and, if possible, at the works of their
              respective subcontractors. These representatives will have access
              to such relevant technical data as are reasonably necessary for
              this purpose (except that, if access to any part of the
              respective works where construction is in progress or materials
              or parts are stored is restricted for security reasons, the
              Seller or the Affiliate or relevant subcontractors will be
              allowed a reasonable time to make the items available for
              inspection elsewhere). The actual detailed inspection of the
              Aircraft, materials and parts thereof will take place only in the
              presence of the respective inspection department personnel of the
              Seller or their subcontractors. The procedures for such
              inspections will be agreed on with the Buyer before any
              inspection.

       6.2.2  All inspections, examinations and discussions with the Seller's,
              its Affiliate or relevant subcontractors' or their respective
              subcontractors' engineering or other personnel by the Buyer and
              its representatives will be performed in such a manner as not to
              unreasonably delay or hinder either the work to be carried out on
              the Aircraft or the proper performance of this Agreement. In no
              event will the Buyer or its representatives be permitted to
              inspect any aircraft other than the Aircraft.

       6.3    Representatives

              For the purposes of Clause 6.2, starting at a mutually agreed
              date until Delivery of the last Aircraft, the Seller will furnish
              suitable space, office equipment and facilities in or
              conveniently located with respect to the Delivery Location for
              the use of not more than four (4) representatives of the Buyer
              during the aforementioned period. The Seller will provide access
              to electronic mail, facsimile and a telephone at the Buyer's cost
              to be invoiced on a monthly basis.


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<PAGE>


       7 -    CERTIFICATION

              Except as set forth in this Clause 7, the Seller will not be
              required to obtain any certificate or approval with respect to
              the Aircraft.

       7.1    Type Certification

              The Aircraft shall have been type certificated under European
              Aviation Safety Agency (EASA) procedures in the transport
              category. The Seller shall have obtained the relevant type
              certificate (the "Type Certificate") to allow the issuance of the
              Export Certificate of Airworthiness. The Seller confirms that it
              shall have obtained an FAA Type Certificate (transport category)
              for the Aircraft pursuant to Part 21 and in compliance with the
              applicable provisions of Federal Aviation Regulations (`FAR")
              Part 25.

       7.2    Export Certificate of Airworthiness

       7.2.1  Each Aircraft shall be delivered to the Buyer with the Export
              Certificate of Airworthiness shall have incorporated all means of
              compliance with all applicable EASA and FAA Airworthiness
              Directives, on a terminating basis if available, and in a
              condition enabling the Buyer (or an eligible person under then
              applicable law) to obtain at time of Delivery a standard
              airworthiness certificate issued pursuant to FAR Part 21.
              However, the Seller will have no obligation to make and will not
              be responsible for any costs of alterations or modifications to
              such Aircraft to enable such Aircraft to meet FAA or U.S.
              Department of Transportation requirements for specific operation
              on the Buyer's routes, except as may be provided for in this
              Agreement, whether before, at or after Delivery of any Aircraft.

       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
              and such law, regulation or interpretation requires any change to
              the Specification as it may be modified pursuant to Clause 2 in
              order to obtain the Type Certificates and Export Certificate of
              Airworthiness as hereinabove provided for such Aircraft (a
              "Change in Law"), the Seller shall make the requisite variation
              or modification.

              The cost of implementing the required modifications referred to
              in Clause 7.2.2 shall be:

              (i) for the account of the Seller if a Change in Law became
              effective before the date of this Agreement, and
              (ii) shared equally by the Seller and the Buyer if Change in Law
              becomes effective after the date of this Agreement but before the
              Aircraft is Ready for Delivery.
              (iii) for the Buyer for any operational requirements to be
              complied with by

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<PAGE>


              any Operator or changes other than those set forth in
              sub-paragraph (i) and (ii) above.

              If the Seller anticipates that the Scheduled Delivery Month of
              any Aircraft will be postponed by reason of such change it shall
              promptly notify the Buyer and the provisions of Clause 10
              (Excusable Delay) will apply.

              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 performances, weights,
              interchangeability and Delivery shall be specified and agreed
              between the Buyer and the Seller.

              Nothing in Clause 7.2.2 will require the Seller to make any
              changes or modifications to, or to make any payments or take any
              other action with respect to, any Aircraft that is Ready for
              Delivery before the compliance date of any law or regulation
              referred to in Clause 7.2.2. Any such changes or modifications
              made to an Aircraft after it is Ready for Delivery will be at the
              Buyer's expense.

       7.2.3  Notwithstanding the provisions of sub-Clause 7.2.2, if any such
              change is applicable to Propulsion Systems, engine accessories,
              quick engine change units or thrust reversers, or to Buyer
              Furnished Equipment, the costs of such change shall be borne in
              accordance with such arrangements as may be made separately
              between the Buyer and the Propulsion System and/or Buyer
              Furnished Equipment manufacturers.

       7.2.4  The Seller shall as far as practicable take into account the
              information available to it concerning any proposed new
              regulations of EASA, the FAA and the relevant Operator's Aviation
              Authorities in order to minimize the costs of changes which may
              appear necessary to obtain the Export Certificate of
              Airworthiness after such proposed new regulations have become
              mandatory.

       7.2.5  In the event that type certification has not been previously
              undertaken by the Seller in a country where the Buyer intends to
              lease an Aircraft to an Operator, then subject to due notice from
              the Buyer to the Seller at least nine months prior to the month
              of Delivery of the relevant Aircraft (or such lesser period that
              the Seller acting reasonably agrees is practicable), the Seller
              shall use all reasonable efforts to promptly obtain such type
              certification, and shall not charge the Buyer with its costs for
              the necessary documentation and justification work to demonstrate
              the aircraft specification compliance for such type certification
              purposes.

       7.2.6  Upon the Buyer's request, to be provided to the Seller with
              adequate notice, the Seller shall identify the changes that may
              be required in order for an Aircraft to be eligible for a
              standard airworthiness certificate to be


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<PAGE>


              issued by the airworthiness authority designated by the Buyer for
              the registration of such Aircraft (the "Designated Airworthiness
              Authority").

              Where the Buyer's Designated Airworthiness Authority requires a
              modification to comply with additional import aviation
              requirements prior to the issuance of the Export Certificate of
              Airworthiness, the Seller shall incorporate such modification at
              reasonable costs to be borne by the Buyer, provided that the
              Buyer's request is made at a time reasonably in advance of the
              Scheduled Delivery Month for such Aircraft.

              Such changes shall be made the subject of an SCN to be agreed
              between the parties, which shall specify the corresponding
              effect, if any, on the price and time of Delivery of the relevant
              Aircraft.

              If the Seller anticipates that the Scheduled Delivery Month of
              the relevant Aircraft will be postponed by reason of such change
              it shall promptly notify the Buyer and the Scheduled Delivery
              Month of such Aircraft as provided in sub-Clause 9.1 will be
              extended to the extent of such postponement as agreed in such
              SCN.




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<PAGE>


       8 -    TECHNICAL ACCEPTANCE

       8.1    Technical Acceptance Process

       8.1.1  Prior to Delivery, the Aircraft will undergo a technical
              acceptance process developed by the Seller (the "Technical
              Acceptance Process"). Successful completion of the Technical
              Acceptance Process will demonstrate the satisfactory functioning
              of the Aircraft and will be deemed to demonstrate compliance with
              the Specification. Should the Aircraft fail to complete the
              Technical Acceptance Process satisfactorily, the Seller will
              without hindrance from the Buyer be entitled to carry out any
              necessary changes and, as soon as practicable thereafter,
              resubmit the Aircraft to the Technical Acceptance Process to the
              extent necessary to demonstrate full compliance with the
              requirements of the Technical Acceptance Process.

       8.1.2  The Technical Acceptance Process will

              (i) commence on a date notified by the Seller to the Buyer as per
              Clause 9.1.2,

              (ii) take place at the Delivery Location,

              (iii) be carried out by the personnel of the Seller, and

              (iv) include a technical acceptance flight (the "Technical
              Acceptance Flight") that will not exceed three (3) hours.

       8.2    Buyer's Attendance

       8.2.1  The Buyer is entitled to attend and observe the Technical
              Acceptance Process.

       8.2.2  If the Buyer attends the Technical Acceptance Process, the Buyer

              (i) will comply with the reasonable requirements of the Seller,
              with the intention of completing the Technical Acceptance Process
              within five (5) Business Days, and

              (ii) may have a maximum of four (4) of its representatives (no
              more than two (2) of whom will have access to the cockpit at any
              one time) accompany the Seller's representatives on the Technical
              Acceptance Flight, during which the Buyer's representatives will
              comply with the instructions of the Seller's representatives.

       8.2.3  If the Buyer does not attend or fails to cooperate in the
              Technical Acceptance Process, the Seller will be entitled to
              complete the Technical


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<PAGE>

              Acceptance Process in compliance with Clause 8.1 without the
              Buyer's attendance, and the Buyer will be deemed to have accepted
              that the Technical Acceptance Process has been completed, in all
              respects.

       8.3    Certificate of Acceptance

              Upon successful completion of the Technical Acceptance, the Buyer
              will, on or before the Delivery Date, sign and deliver to the
              Seller a certificate of acceptance in respect of the Aircraft in
              the form of Exhibit D (the "Certificate of Acceptance").

       8.4    Finality of Acceptance

              The Buyer's signature of the Certificate of Acceptance for the
              Aircraft will constitute waiver by the Buyer of any right it may
              have under the Uniform Commercial Code as adopted by the State of
              New York or otherwise to revoke acceptance of the Aircraft for
              any reason, whether known or unknown to the Buyer at the time of
              acceptance.

       8.5    Aircraft Utilization

              The Seller will, without payment or other liability, be entitled
              to use the Aircraft before Delivery to obtain the certificates
              required for the Aircraft under Clause 7. Such use in itself will
              not limit the Buyer's obligation to accept Delivery hereunder.

              The Seller will be authorized to use the Aircraft for up to a
              maximum of twenty (20) hours for any other purpose without
              specific agreement of the Buyer.



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<PAGE>


       9 -    DELIVERY

       9.1    Delivery Schedule

       9.1.1  Subject to the express provisions of Clauses 2, 7, 8, 10 and 18,
              the Seller will have the Aircraft Ready for Delivery at the
              Delivery Location within the months listed in Clause 3 of
              Schedule 1 (each a "Scheduled Delivery Month"):

       9.1.2  The Seller will give the Buyer at least thirty (30) days' written
              notice of the anticipated date on which the Aircraft will be
              Ready for Delivery. Such notice will also include the starting
              date and the planned schedule of the Technical Acceptance Process
              set forth in Clause 8. Thereafter the Seller will notify the
              Buyer of any change to such dates.

       9.2    Delivery

       9.2.1  The Buyer will send its representatives to the Delivery Location
              to take Delivery within seven (7) days after the date on which
              the Aircraft is Ready for Delivery.

       9.2.2  The Seller will transfer title to the Aircraft to the Buyer free
              and clear of all encumbrances, provided that the Balance of the
              Final Contract Price has been paid by the Buyer pursuant to
              Clause 5.4 and that the Certificate of Acceptance has been signed
              and delivered to the Seller pursuant to Clause 8.3. The Seller
              will provide the Buyer with a bill of sale in the form of Exhibit
              E (the "Bill of Sale") and/or such other documentation confirming
              transfer of title and receipt of the Final Contract Price as may
              reasonably be requested by the Buyer. Title to and risk of loss
              of or damage to the Aircraft will pass to the Buyer
              contemporaneously with the delivery by the Seller to the Buyer of
              such Bill of Sale.

       9.2.3  If the Buyer fails to (i) deliver the signed Certificate of
              Acceptance to the Seller on or before the Delivery Date, or (ii)
              pay the Balance of the Final Contract Price for the Aircraft to
              the Seller on the Delivery Date, then the Buyer will be deemed to
              have rejected Delivery wrongfully when the Aircraft was duly
              tendered to the Buyer hereunder. If such a deemed rejection
              arises, the Seller will retain title to the Aircraft and the
              Buyer will 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 the Buyer's
              rejection, it being understood that the Seller will be under no
              duty to the Buyer to store, park, or otherwise protect the
              Aircraft. These rights of the Seller will be in addition to the
              Seller's other rights and remedies in this Agreement.

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<PAGE>

       9.3    Flyaway

       9.3.1  The Buyer and the Seller will cooperate to obtain any licenses
              that may be required by the relevant Aviation Authority for the
              purpose of exporting the Aircraft.

       9.3.2  All expenses of, or connected with, flying the Aircraft from the
              Delivery Location after Delivery will be borne by the Buyer. The
              Buyer will make direct arrangements with the supplying companies
              for the fuel and oil required for all post-Delivery flights.




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       10 -   EXCUSABLE DELAY AND TOTAL LOSS

       10.1   Scope of Excusable Delay

              Neither the Seller nor any Affiliate of the Seller, will be
              responsible for or be deemed to be in default on account of
              delays in delivery or failure to deliver or otherwise in the
              performance of this Agreement or any part hereof due to causes
              reasonably beyond the Seller's, or any Affiliate's control or not
              occasioned by the Seller's or any Affiliate's fault or negligence
              ("Excusable Delay"), including, but not limited to: (i) acts of
              God or the public enemy, natural disasters, fires, floods, storms
              beyond ordinary strength, explosions or earthquakes; epidemics or
              quarantine restrictions; serious accidents; total or constructive
              total loss; any law, decision, regulation, directive or other act
              (whether or not having the force of law) of any government or of
              the Council of the European Community or the Commission of the
              European Community or of any national, Federal, State, municipal
              or other governmental department, commission, board, bureau,
              agency, court or instrumentality, domestic or foreign;
              governmental priorities, regulations or orders affecting
              allocation of materials, facilities or a completed Aircraft; war,
              civil war or warlike operations, terrorism, insurrection or
              riots; failure of transportation; strikes or labor troubles
              causing cessation, slow down or interruption of work; delay in
              obtaining any airworthiness or type certification; inability
              after due and timely diligence to procure materials, accessories,
              equipment or parts; general hindrance in transportation; or
              failure of a subcontractor or Supplier to furnish materials,
              components, accessories, equipment or parts; (ii) any delay
              caused directly or indirectly by the action or inaction of the
              Buyer ; and (iii) delay in delivery or otherwise in the
              performance of this Agreement by the Seller due in whole or in
              part to any delay in or failure of the delivery of, or any other
              event or circumstance relating to, the Propulsion Systems or
              Buyer Furnished Equipment.

       10.2   Consequences of Excusable Delay

       10.2.1 If an Excusable Delay occurs the Seller will

              (1) notify the Buyer of such Excusable Delay as soon as
              practicable after becoming aware of the same;

              (2) not be deemed to be in default in the performance of its
              obligations hereunder as a result of such Excusable Delay;

              (3) not be responsible for any damages arising from or in
              connection with such Excusable Delay suffered or incurred by the
              Buyer;

              (4) as soon as practicable after the removal of the cause of such
              Excusable Delay resume performance of its obligations under this
              Agreement and in particular will notify the Buyer of the revised
              Scheduled Delivery Month.


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<PAGE>

       10.3   Termination on Excusable Delay

       10.3.1 If any Delivery is delayed as a result of an Excusable Delay for
              a period of more than twelve (12) months after the last day of
              the Scheduled Delivery Month, then either party may terminate
              this Agreement with respect to the affected Aircraft, by giving
              written notice to the other party within thirty (30) days after
              the expiration of such twelve (12) month period. However, the
              Buyer will not be entitled to terminate this Agreement pursuant
              to this Clause 10.3.1 if the Excusable Delay is caused directly
              or indirectly by the action or inaction of the Buyer.

       10.3.2 If the Seller advises the Buyer in its notice of a revised
              Scheduled Delivery Month pursuant to Clause 10.2.1(iv) that there
              will be a delay in Delivery of an Aircraft of more than twelve
              (12) months after the last day of the Scheduled Delivery Month,
              then either party may terminate this Agreement with respect to
              the affected Aircraft. Termination will be made by giving written
              notice to the other party within thirty (30) days after the
              Buyer's receipt of the notice of a revised Scheduled Delivery
              Month.

       10.3.3 If this Agreement is not terminated under the terms of Clause
              10.3.1 or 10.3.2, then the Seller will be entitled to re-schedule
              Delivery. The Seller will notify the Buyer of the new Scheduled
              Delivery Month after expiration of the thirty (30) day period
              referred to in Clause 10.3.1 or 10.3.2, and this new Scheduled
              Delivery Month will be deemed to be an amendment to the
              applicable Scheduled Delivery Month in Clause 9.1.1.

       10.4   Total Loss, Destruction or Damage

              If, prior to Delivery, any Aircraft is lost, destroyed or in the
              reasonable opinion of the Seller is damaged beyond economic
              repair ("Total Loss"), the Seller will notify the Buyer to this
              effect within one (1) month of such occurrence. The Seller will
              include in said notification (or as soon after the issue of the
              notice as such information becomes available to the Seller) the
              earliest date consistent with the Seller's other commitments and
              production capabilities that an aircraft to replace the Aircraft
              may be delivered to the Buyer and the Scheduled Delivery Month
              will be extended as specified in the Seller's notice to
              accommodate the delivery of the replacement aircraft; provided,
              however, that if the Scheduled Delivery Month is extended to a
              month that is later than twelve (12) months after the last day of
              the original Scheduled Delivery Month then this Agreement will
              terminate with respect to said 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 during the month quoted in the
              Seller's notice; and


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<PAGE>

              (ii) the parties execute an amendment to this Agreement recording
              the change in the Scheduled Delivery Month.

              Nothing herein will require the Seller to manufacture and deliver
              a replacement aircraft if such manufacture would require the
              reactivation of its production line for the model or series of
              aircraft that includes the Aircraft. Any termination pursuant to
              this Clause 10.4 as to a particular Aircraft will discharge the
              obligations and liabilities of the parties hereunder with respect
              to such Aircraft.

       10.5   Remedies

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



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<PAGE>


       11 -   INEXCUSABLE DELAY

       11.1   Liquidated Damages

              Should an Aircraft not be Ready for Delivery within thirty (30)
              days after the last day of the Scheduled Delivery Month (as such
              month may be changed pursuant to Clauses 2, 7 or 10) and such
              delay is not as a result of an Excusable Delay or Total Loss,
              then such delay will be termed an "Inexcusable Delay." In the
              event of an Inexcusable Delay, the Buyer will have the right to
              claim, and the Seller will pay the Buyer liquidated damages of US
              $ 15,000 (US dollars- fifteen thousand) for each day of delay in
              the Delivery, starting thirty-one (31) days following the
              scheduled delivery date within the Scheduled Delivery Month (or,
              if no such date has been set, the last day of the Scheduled
              Delivery Month).

              In no event will the amount of liquidated damages exceed the
              total of US $ 2,400,000 (US dollars-two million four hundred
              thousand) in respect of any one Aircraft.

              The Buyer's right to liquidated damages in respect of an Aircraft
              is conditioned on the Buyer's submitting a written claim for
              liquidated damages to the Seller not later than thirty (30) days
              after the last day of the Scheduled Delivery Month.

       11.2   Renegotiation

              If, as a result of an Inexcusable Delay, Delivery does not occur
              within six (6) months after the last day of the Scheduled
              Delivery Month the Buyer will have the right, exercisable by
              written notice to the Seller given between fifteen (15) days and
              thirty (30) days after lapse of such six (6) month period, to
              require from the Seller a renegotiation of the Scheduled Delivery
              Month for the affected Aircraft. Unless otherwise agreed between
              the Seller and the Buyer during such renegotiation, the said
              renegotiation will not prejudice Buyer's right to receive
              liquidated damages in accordance with Clause 11.1.

       11.3   Termination

              If, as a result of an Inexcusable Delay, Delivery does not occur
              within twelve (12) months after the last day of the Scheduled
              Delivery Month and the parties have not renegotiated the Delivery
              Date pursuant to Clause 11.2, then both parties will have the
              right exercisable by written notice to the other party, given
              between one (1) and sixty (60) days after the lapse of such
              twelve (12) month period, to terminate this Agreement in respect
              of the affected Aircraft. In the event of termination, neither
              party will have any claim against the other, except that the
              Seller will pay to the Buyer


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              any amounts due pursuant to Clause 11.1 and will pay the Buyer an
              amount equal to the Predelivery Payments received from the Buyer
              hereunder in respect of the Aircraft as to which this Agreement
              has been terminated.

       11.4   Remedies

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




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       12.    WARRANTIES AND SERVICE LIFE POLICY

       12.1   Warranty

       12.1.1 Nature of Warranty

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

              (i) in material,

              (ii) in workmanship, including, without limitation, processes of
              manufacture,

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

              (iv) arising from failure to conform to the Specification, except
              as to those portions of the Specification that are expressly
              stated in the Specification to be estimates or approximations or
              design aims.

              For the purposes of this Agreement, the term "Warranted Part"
              will mean any Seller proprietary component, equipment, software,
              or part, that (a) is installed on an Aircraft at Delivery, (b) is
              manufactured to the detail design of the Seller or a
              subcontractor of the Seller and (c) bears a manufacturers part
              number at the time of Delivery.

       12.1.2 Exclusions

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

              (i) any defect in the Seller's workmanship in respect of the
              installation of such items in the Aircraft, including any failure
              by the Seller to conform to the installation instructions of the
              manufacturers of such items that invalidates any applicable
              warranty from such manufacturers, will constitute a defect in
              workmanship for the purpose of this Clause 12.1 and be covered by
              the warranty set forth in Clause 12.1.1(ii), and

              (ii) any defect inherent in the Seller's design of the
              installation, considering the state of the art at the date of such
              design, that impairs the use of such items will constitute a
              defect in design for the purposes of this



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              Clause 12.1 and be covered by the warranty set forth in Clause
              12.1.1(iii).

       12.1.3 Warranty Periods

              The warranties described in Clauses 12.1.1 and 12.1.2 hereinabove
              will be limited to those defects that become apparent within
              thirty-six (36) months after Delivery of the affected Aircraft
              (the "Warranty Period").

       12.1.4 Limitations of Warranty

     12.1.4.1 The Buyer's remedy and the Seller's obligation and liability
              under Clauses 12.1.1 and 12.1.2 are limited to, at the Seller's
              expense and option, the repair, replacement or correction (to
              include, in the case of software, supply of a comparable product
              with equivalent function) of any defective Warranted Part. The
              Seller may elect to effect such repair, replacement or correction
              by supplying modification kits designed to rectify the defect or
              by furnishing a credit to the Buyer for the future purchase of
              goods and services (not including Aircraft) or redeemable for
              cash equal to the price at which the Buyer is then entitled to
              acquire a replacement for the defective Warranted Part.

     12.1.4.2 If the Seller corrects a defect covered by Clause 12.1.1(iii)
              that becomes apparent within the Warranty Period, on the Buyer's
              written request the Seller will correct any such defect of the
              same type in any Aircraft that has not already been delivered to
              the Buyer. The Seller will not be responsible for, nor deemed to
              be in default on account of any delay in Delivery of any Aircraft
              or otherwise, in respect of performance of this Agreement, due to
              the Seller's undertaking to make such correction. Alternatively,
              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.

       12.1.5 Cost of Inspection

     12.1.5.1 In addition to the remedies set forth in Clauses 12.1.4.1 and
              12.1.4.2, the Seller will reimburse the direct labor costs
              incurred by the Buyer in performing inspections of the Aircraft
              that are conducted:

              (i) to determine whether a defect exists in any Warranted Part
              within the Warranty Period or

              (ii) pending the Seller's provision of a corrective technical
              solution.


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     12.1.5.2 The Seller's liability under Clause 12.1.5.1 is subject to the
              following conditions:

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

              the labor rate for the reimbursements will be the In-house
              Warranty Labor Rate, and

              the hours used to determine such reimbursement will not exceed
              the Seller's reasonable estimate of the hours required for such
              inspections.

       12.1.6 Warranty Claim Requirements

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

              (j) the defect has become apparent within the Warranty Period,

              (k) the Buyer has filed a Warranty Claim within ninety (90) days
              of a defect becoming apparent;

              (l) the Buyer has submitted to the Seller evidence reasonably
              satisfactory to the Seller that (i) the claimed defect is due to
              a matter covered under the provisions of this Clause 12, and (ii)
              that such defect did not result 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 in Clause 12.1.11 or from any act or
              omission of any third party;

              (m) the Buyer returns the Warranted Part claimed to be defective
              to the repair facilities designated by the Seller as soon as
              practicable, unless the Buyer elects to repair a defective
              Warranted Part in accordance with the provisions of Clause
              12.1.8; and

              (n) the Seller's receives a Warranty Claim complying with the
              provisions of Clause 12.1.7(v).



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       12.1.7 Warranty Administration

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

              (i) Claim Determination

              Determination by the Seller as to whether any claimed defect in
              any Warranted Part is a valid Warranty Claim will be made by the
              Seller and will be based on claim details, reports from the
              Seller's regional representative, historical data logs,
              inspections, tests, findings during repair, defect analysis and
              other relevant documents and information.

              (ii) Transportation Costs

              The cost of transporting a Warranted Part claimed to be defective
              to the facilities designated by the Seller will be borne by the
              Buyer.

              (iii) On-Aircraft Work by the Seller

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

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

              (iv) Return of an Aircraft

              If the Buyer and the Seller mutually agree, prior to such return,
              that it is necessary to return an Aircraft to the Seller for
              consideration of a Warranty Claim, the Seller shall bear the
              direct costs of fuel and landing fees to and from the Seller's
              facilities for such return of the Aircraft. The Buyer shall make
              its reasonable efforts to minimize the duration of the
              corresponding flights.



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              (v) Warranty Claim Substantiation

              For each claim under this Clause 12.1 the Buyer will give written
              notice ("a "Warranty Claim") to the Seller that contains at least
              the data listed below with respect to an Aircraft or Warranted
              Part, as applicable. The Buyer will deliver the Warranty Claim
              within ninety (90) days of discovering each defect giving rise to
              a claim by the Buyer under this Clause 12.

              (a) Description of the defect and any action taken,

              (b) Date of incident and/or removal,

              (c) Description of the Warranted Part claimed to be defective.

              (d) Part number,

              (e) Serial number (if applicable),

              (f) Position on Aircraft, according to Catalog Sequence Number
              (CSN) of the Illustrated Parts Catalog, Component Maintenance
              Manual or Structural Repair Manual (as such documents are defined
              in Exhibit F) as applicable,

              (g) Total flying hours or calendar times, as applicable, at the
              date of appearance of a defect,

              (h) Time since last shop visit at the date of appearance of
              defect,

              (i) Manufacturer's serial number (MSN) of the Aircraft and/or its
              registration number,

              (j) Aircraft total flying hours and/or number of landings at the
              date of appearance of defect,

              (k) Claim number,

              (l) Date of claim and

              (m) Date of Delivery of an Aircraft to the Buyer.


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              Warranty Claims are to be addressed as follows:

              AIRBUS
              CUSTOMER SERVICES DIRECTORATE
              WARRANTY ADMINISTRATION
              ROND-POINT MAURICE BELLONTE
              B.P. 33
              F-31707 BLAGNAC CEDEX
              FRANCE

              (vi) Replacements

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

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

              (vii) Rejection

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

              (viii) Inspection

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


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       12.1.8 In-house Warranty

              (i) Authorization

              The Buyer is hereby authorized to repair Warranted Parts, subject
              to the terms of this Clause 12.1.8 ("In-house Warranty Repair").
              When the estimated cost of an In-house Warranty repair exceeds
              $15,000 (fifteen thousand US dollars), the Buyer will notify the
              Resident Customer Support Representative, of its decision to
              perform any in-house repairs before such repairs are commenced.
              The Buyer's notice will include sufficient detail regarding the
              defect, estimated labor hours and material to allow the Seller to
              ascertain the reasonableness of the estimate. The Seller will use
              reasonable efforts to ensure a prompt response and will not
              unreasonably withhold authorization.

              (ii) Conditions of Authorization

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

                  (a)   if the Buyer complies with the terms of Clause 12.1.8
                        (i);

                  (b)   if adequate facilities and qualified personnel are
                        available to the Buyer.

                  (c)   provided that repairs are to be performed in accordance
                        with the Seller's written instructions set forth in
                        applicable Technical Data and

                  (d)   only to the extent specified by the Seller, or, in the
                        absence of the Seller's specifying, to the extent
                        reasonably necessary to correct the defect, in
                        accordance with the standards set forth in Clause
                        12.1.11.

              (iii) Seller's Rights

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

              The Seller will have the right to have a representative present
              during the disassembly, inspection and testing of any Warranted
              Part claimed to be defective, subject to such presence being
              practical and not unduly delaying the repair.(iv) In-house
              Warranty Claim Substantiation


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              Claims for In-house Warranty Repair credit will comply with the
              requirements for Warranty Claims under Clause 12.1.6(v) and in
              addition will 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),
                           description of the parts,
                           quantity of parts,
                           unit price of parts,
                           -   copies of related Seller's or third party's
                               invoices (if applicable), total price of parts

                  (c)   detailed number of labor hours,

                  (d)   In-house Warranty Labor Rate, and

                  (e)   total claim value.

              (v) Credit

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

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


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              The manhours permissible above will be multiplied by a labor rate
              ("In-house- Warranty Labour Rate") equal to either:

              (i)   The Inhouse Warranty Labor Rate applicable pursuant to any
                    existing agreement between the Seller and the Operator of
                    the Aircraft in the event that such Operator operates Airbus
                    aircraft, or

              (ii)  A labor rate to be agreed between the Buyer and the Seller
                    and corresponding to the Inhouse Warranty Labor Rate
                    generally applicable to Operators of Airbus aircraft in the
                    region, in the event that the Operator of the Buyer's
                    Aircraft is not an Airbus aircraft operator.

              (iii) Direct material costs are determined by the prices at which
                    the Buyer acquired such material, excluding any parts and
                    materials used for overhaul furnished free of charge by the
                    Seller.

              (vi)  Limitation on Credit

              The Buyer will only be credited for repair costs (labor and
              material) for any Warranted Part up to sixty-five percent (65%)
              of the Seller's then-current catalog price for a replacement of
              such defective Warranted Part provided such replacement part is
              available for purchase.

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

              (vii) Scrapped Material

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

              If the Buyer does not obtain the agreement of the Seller's
              Resident Customer Support Representative to scrap a Warranted
              Part immediately, the Buyer will retain such Warranted Part and
              any defective part removed from a Warranted Part during repair
              for a period of either one hundred and twenty (120) days after
              the date of completion of repair or sixty (60) days after
              submission of a claim for In-house Warranty Repair credit
              relating thereto, whichever is longer. Such parts will be
              returned to the Seller within thirty (30) days of receipt of the
              Seller's request therefor, made within such retention periods.




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

              (viii) DISCLAIMER OF SELLER LIABILITY FOR BUYER'S REPAIR

              THE SELLER WILL NOT BE LIABLE FOR, AND THE BUYER WILL INDEMNIFY
              THE SELLER AGAINST, THE CLAIMS OF ANY THIRD PARTIES FOR LOSSES
              DUE TO ANY DEFECT, NONCONFORMANCE OR PROBLEM OF ANY KIND, ARISING
              OUT OF OR IN CONNECTION WITH ANY REPAIR OF WARRANTED PARTS
              UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8 OR ANY OTHER
              ACTIONS UNDERTAKEN BY THE BUYER UNDER THIS CLAUSE 12.1.8, WHETHER
              SUCH CLAIM IS ASSERTED IN CONTRACT OR IN TORT, OR IS PREMISED ON
              ALLEGED, ACTUAL, IMPUTED, ORDINARY OR INTENTIONAL ACTS OR
              OMISSIONS OF THE BUYER OR THE SELLER .

       12.1.9 Warranty Transferability

              Notwithstanding the provisions of Clause 20.1, The warranties
              provided for in this Clause 12.1 for any Warranted Part will
              accrue to the benefit of any airline in revenue service other
              than the Buyer, if the Warranted Part enters into the possession
              of any such airline as a result of a pooling agreement between
              such airline and the Buyer, in accordance with the terms and
              subject to the limitations and exclusions of the foregoing
              warranties and to applicable laws or regulations.

      12.1.10 Warranty for Corrected, Replacement or Repaired Warranted Parts

              Whenever any Warranted Part that contains a defect for which the
              Seller is liable under this Clause 12.1 has been corrected,
              repaired or replaced pursuant to the terms hereof, the period of
              the Seller's warranty with respect to such corrected, repaired or
              replacement Warranted Part, will be the remaining portion of the
              original warranty in respect of such corrected, repaired or
              replaced Warranted Part or twelve (12) months, whichever is
              longer. If a defect is attributable to a defective repair or
              replacement by the Buyer, a Warranty Claim with respect to such
              defect will be rejected, notwithstanding any subsequent
              correction or repair, and will immediately terminate the
              remaining warranties under this Clause 12.1 in respect of the
              affected Warranted Part.

      12.1.11 Good Airline Operation - Normal Wear and Tear

              The Buyer's rights under this Clause 12.1 are subject to the
              Aircraft and each component, equipment, accessory and part
              thereof being maintained,


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              overhauled, repaired and operated in accordance with good
              commercial airline practice, all technical documentation and any
              other instructions issued by the Seller, the Suppliers or the
              manufacturer of the Propulsion Systems and all applicable rules,
              regulations and directives of the relevant Aviation Authorities.

              The Seller's liability under this Clause 12.1 will not extend to
              normal wear and tear or to

              (i) any Aircraft or component, equipment, accessory or part
              thereof that has been repaired, altered or modified after
              Delivery in a manner other than that approved by the Seller;

              (ii) any Aircraft or component, equipment, accessory or part
              thereof that has been knowingly operated in a damaged state; or

              (iii) any component, equipment, accessory or part from which the
              trademark, trade name, part or serial number or other
              identification marks have been intentionally removed.



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       12.2   Seller Service Life Policy

       12.2.1 Scope and Definitions

              In addition to the warranties set forth in Clause 12.1, the
              Seller agrees that should a Failure occur in any Item (as these
              terms are defined below), then, subject to the general conditions
              and limitations set forth in Clause 12.2.4, the provisions of
              this Clause 12.2 will apply.

              For the purposes of this Clause 12.2:

                  "Item" means any of the Seller components, equipment,
              accessories or parts listed in Exhibit C that are installed on an
              Aircraft at any time during the period of effectiveness of the
              Service Life Policy as defined in Clause 12.2.2.

                  "Failure" means any breakage of, or defect in, an Item that
              (a) materially impairs the utility or safety of the Item
              (provided that any such breakage of, or defect in, such Item did
              not result from any breakage or defect in any other Aircraft part
              or component or from any other extrinsic force) and (b) has
              occurred or can reasonably be expected to occur on a repetitive
              or fleetwide basis.

              The Seller's obligations under this Clause 12.1.2 are referred to
              as the "Service Life Policy."

       12.2.2 Periods and Seller's Undertaking

              Subject to the general conditions and limitations set forth in
              Clause 12.2.4, the Seller agrees that if a Failure occurs in an
              Item before the Aircraft in which such Item is installed has
              completed forty five thousand (45,000) flying hours or twelve
              thousand (12,000) flight cycles or within twelve (12) years after
              the Delivery of such Aircraft, the Seller will, at its
              discretion, as promptly as practicable and for a price that
              reflects the Seller's financial participation as hereinafter
              provided either:

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

                  replace such Item



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      12.2.3  Seller's Participation in the Cost

              Any part or Item or part that the Seller is required to furnish
              to the Buyer under this Service Life Policy will be furnished to
              the Buyer at the Seller's current sales price therefor, less the
              Seller's financial participation, which will be determined in
              accordance with the following formula:

              P =  C  (N  -  T)
                   --------------
                       N

              Where:

              P: financial participation of the Seller,

              C: the Seller's then current sales price for the required Item or
              required Seller designed parts, and,

              (i) T: total flying time in hours of the Aircraft since Delivery
              of the Aircraft in which the Item subject to a Failure was
              originally installed, and,

              N: forty-five thousand (45,000) flying hours

              or

              (ii) T: total number of flight cycles since Delivery that have
              been accumulated by the Aircraft in which the Item subject to a
              Failure was originally installed, and,

              N: twelve thousand (12,000) flight cycles,

              or,

              (iii) T: total time in months since Delivery of the Aircraft in
              which the Item subject to a Failure was originally installed,

              and,

              N: one hundred forty-four (144) months.

              whichever of the foregoing clauses (i), (ii) and (iii) yields the
              lowest ratio of:

                     N  -  T
                     -------
                       N


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       12.2.4 General Conditions and Limitations

     12.2.4.1 Notwithstanding any provision of this Clause 12.2, during the
              Warranty Period, all Items will be covered by the provisions of
              Clause 12.1 of this Agreement and not by the provisions of this
              Clause 12.2.

     12.2.4.2 The Buyer's remedies and the Seller's obligations and liabilities
              under this Service Life Policy are subject to the following
              conditions:

              (i) The Buyer maintains log books and other historical records
              with respect to each Item adequate to enable the Seller to
              determine whether the alleged Failure is covered by this Service
              Life Policy and, if so, to define the portion of the cost to be
              borne by the Seller in accordance with Clause 12.2.3.

              (ii) The Buyer keeps the Seller informed of any significant
              incidents relating to an Aircraft, howsoever occurring or
              recorded.

              (iii) The Buyer complies with the conditions of Clause 12.1.11.

              (iv) The Buyer implements specific structural inspection programs
              for monitoring purposes as may be established from time to time
              by the Seller. Such programs will be, to the extent possible,
              compatible with the Buyer's operational requirements and will be
              carried out at the Buyer's expense, reports relating thereto to
              be regularly furnished to the Seller.

              (v) The Buyer reports in writing any breakage or defect to the
              Seller within sixty (60) days after any breakage or defect in an
              Item becomes apparent, whether or not the breakage or defect can
              reasonably be expected to occur in any other Aircraft, and the
              Buyer provides the Seller with sufficient detail (to the extent
              then available to the Buyer) about the breakage or defect 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 in this Clause 12.2, any claim under
              this Service Life Policy will be administered as provided in, and
              will be subject to the terms and conditions of, Clause 12.1.6.

     12.2.4.4 If the Seller has issued a service bulletin 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 established by the
              Seller. If such a kit is so offered to the Buyer, then, in respect
              of such Failure and any Failures that could ensue therefrom, the
              validity of the Seller's commitment under this Clause 12.2 will be
              subject to the Buyer's incorporating such modification in the


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              relevant Aircraft, within a reasonable time, in accordance with
              the Seller's instructions.

     12.2.4.5 THIS SERVICE LIFE POLICY IS NEITHER A WARRANTY, PERFORMANCE
              GUARANTEE, NOR AN AGREEMENT TO MODIFY ANY AIRCRAFT OR AIRFRAME
              COMPONENTS TO CONFORM TO NEW DEVELOPMENTS OCCURRING IN THE STATE
              OF AIRFRAME DESIGN AND MANUFACTURING ART. THE SELLER'S OBLIGATION
              UNDER THIS CLAUSE 12.2 IS TO MAKE ONLY THOSE CORRECTIONS TO THE
              ITEMS OR FURNISH REPLACEMENTS THEREFOR AS PROVIDED IN THIS CLAUSE
              12.2. THE BUYER'S SOLE REMEDY AND RELIEF FOR THE NONPERFORMANCE
              OF ANY OBLIGATION OR LIABILITY OF THE SELLER ARISING UNDER OR BY
              VIRTUE OF THIS SERVICE LIFE POLICY WILL BE IN MONETARY DAMAGES,
              LIMITED TO THE AMOUNT THE BUYER REASONABLY EXPENDS IN PROCURING A
              CORRECTION OR REPLACEMENT FOR ANY ITEM THAT IS THE SUBJECT OF A
              FAILURE COVERED BY THIS SERVICE LIFE POLICY AND TO WHICH SUCH
              NONPERFORMANCE IS RELATED, LESS THE AMOUNT THAT THE BUYER
              OTHERWISE WOULD HAVE BEEN REQUIRED TO PAY UNDER THIS CLAUSE 12.2
              IN RESPECT OF SUCH CORRECTED OR REPLACEMENT ITEM. WITHOUT
              LIMITING THE EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF
              LIABILITY PROVISIONS SET FORTH IN CLAUSE 12.5, THE BUYER HEREBY
              WAIVES, RELEASES AND RENOUNCES ALL CLAIMS TO ANY FURTHER DIRECT,
              INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS
              AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES, ARISING UNDER OR BY
              VIRTUE OF THIS SERVICE LIFE POLICY.



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       12.3   Supplier Warranties And Service Life Policies

       12.3.1 Seller's Support

              Before Delivery of the first Aircraft, the Seller will provide
              the Buyer with the warranties and service life policies that the
              Seller has obtained pursuant to the Supplier Product Support
              Agreements.

       12.3.2 Supplier's Default

     12.3.2.1 If any Supplier under any warranty referred to in Clause 12.3.1
              defaults in the performance of any material obligation under such
              warranty with respect to a Supplier Part and the Buyer submits
              reasonable evidence, within a reasonable time, that such default
              has occurred, then Clause 12.1 of this Agreement will apply to
              the extent it would have applied had such Supplier Part been a
              Warranted Part, to the extent the Seller can reasonably perform
              said Supplier's obligations, except that the Supplier's warranty
              period indicated in the Supplier Product Support Agreements will
              apply.

     12.3.2.2 In the event of any Supplier, under any Supplier Service Life
              Policy obtained by the Seller pursuant to 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
              Clause 12.2 shall apply to the extent the same would have been
              applicable had such Supplier Item been listed in Exhibit C,
              Seller Service Life Policy, except that the Supplier's Service
              Life Policy period as indicated in the Supplier Product Support
              Agreement shall apply.

     12.3.2.3 At the Seller's request, the Buyer will assign to the Seller, and
              the Seller will be subrogated to, all of the Buyer's rights
              against the relevant Supplier with respect to, and arising by
              reason of, such default and the Buyer will provide reasonable
              assistance to enable the Seller to enforce the rights so
              assigned.



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       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 will, if requested by the Buyer, and without additional
              charge to the Buyer, except for transportation of the Seller's or
              its designee's personnel to the Buyer's facilities, promptly
              conduct or have conducted an investigation and analysis of such
              problem to determine, if possible, the cause or causes of the
              problem and to recommend such corrective action as may be
              feasible. The Buyer will furnish to the Seller all data and
              information in the Buyer's possession relevant to the Interface
              Problem and will cooperate with the Seller in the conduct of the
              Seller's investigations and such tests as may be required. At the
              conclusion of such investigation the Seller will promptly advise
              the Buyer in writing of the Seller's opinion as to the cause or
              causes of the Interface Problem and the Seller's recommendations
              as to corrective action.

       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 will,
              if requested by the Buyer, correct the design of such Warranted
              Part pursuant to the terms and conditions of Clause 12.1.

       12.4.3 Supplier's Responsibility

              If the Seller determines that the Interface Problem is primarily
              attributable to the design of any Supplier Part, the Seller will
              at the Buyer's request, reasonably assist the Buyer in processing
              any warranty claim the Buyer may have against the manufacturer of
              such Supplier Part.

       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 Supplier Part, the Seller will, if
              requested by the Buyer, seek a solution to the Interface Problem
              through cooperative efforts of the Seller and any Supplier
              involved. The Seller will promptly advise the Buyer of any
              corrective action proposed by the Seller and any such Supplier.
              Such proposal will be consistent with any then existing
              obligations of the Seller hereunder and of any such Supplier to
              the Buyer. Such corrective action, unless reasonably



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              rejected by the Buyer, will constitute full satisfaction of any
              claim the Buyer may have against either the Seller or any such
              Supplier with respect to such Interface Problem.


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       12.4.5 General

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

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

     12.4.5.3 All reports, recommendations, data and other documents furnished
              by the Seller to the Buyer pursuant to this Clause 12.4 will be
              deemed to be delivered under this Agreement and will be subject
              to the terms, covenants and conditions set forth in this Clause
              12 and in Clause 22.7.

       12.5   Exclusivity Of Warranties

              THIS CLAUSE 12 SETS FORTH THE EXCLUSIVE WARRANTIES, EXCLUSIVE
              LIABILITIES AND EXCLUSIVE OBLIGATIONS OF THE SELLER, AND THE
              EXCLUSIVE REMEDIES AVAILABLE TO THE BUYER, WHETHER UNDER THIS
              AGREEMENT OR OTHERWISE, ARISING FROM ANY DEFECT OR NONCONFORMITY
              OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT, EQUIPMENT,
              ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED BY THE
              SELLER UNDER THIS AGREEMENT.

              THE BUYER RECOGNIZES THAT THE RIGHTS, WARRANTIES AND REMEDIES IN
              THIS CLAUSE 12 ARE ADEQUATE AND SUFFICIENT TO PROTECT THE BUYER
              FROM ANY DEFECT OR NONCONFORMITY OR PROBLEM OF ANY KIND IN THE
              GOODS AND SERVICES SUPPLIED UNDER THIS AGREEMENT. THE BUYER
              HEREBY WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES,
              OBLIGATIONS, GUARANTEES AND LIABILITIES OF THE SELLER AND ALL
              OTHER RIGHTS, CLAIMS AND REMEDIES OF THE BUYER AGAINST THE
              SELLER, WHETHER EXPRESS OR IMPLIED BY CONTRACT, TORT, OR
              STATUTORY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMITY OR
              DEFECT OR PROBLEM OF ANY KIND IN ANY AIRCRAFT, COMPONENT,
              EQUIPMENT, ACCESSORY, PART, SOFTWARE, DATA OR SERVICE DELIVERED
              BY THE SELLER UNDER THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

              (1) ANY IMPLIED WARRANTY OF MERCHANTABILITY AND/OR FITNESS FOR
              ANY GENERAL OR PARTICULAR PURPOSE;

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              (2) ANY IMPLIED OR EXPRESS WARRANTY ARISING FROM COURSE OF
              PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;

              (3) ANY RIGHT, CLAIM OR REMEDY FOR BREACH OF CONTRACT;

              (4) ANY RIGHT, CLAIM OR REMEDY FOR TORT, UNDER ANY THEORY OF
              LIABILITY, HOWEVER ALLEGED, INCLUDING, BUT NOT LIMITED TO,
              ACTIONS AND/OR CLAIMS FOR NEGLIGENCE, GROSS NEGLIGENCE,
              INTENTIONAL ACTS, WILLFUL DISREGARD, IMPLIED WARRANTY, PRODUCT
              LIABILITY, STRICT LIABILITY OR FAILURE TO WARN;

              (5) ANY RIGHT, CLAIM OR REMEDY ARISING UNDER THE UNIFORM
              COMMERCIAL CODE OR ANY OTHER STATE OR FEDERAL STATUTE;

              (6) ANY RIGHT, CLAIM OR REMEDY ARISING UNDER ANY REGULATIONS OR
              STANDARDS IMPOSED BY ANY INTERNATIONAL, NATIONAL, STATE OR LOCAL
              STATUTE OR AGENCY;

              (7) ANY RIGHT, CLAIM OR REMEDY TO RECOVER OR BE COMPENSATED FOR:

              (i) LOSS OF USE OR REPLACEMENT OF ANY AIRCRAFT, COMPONENT,
              EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;

              (ii) LOSS OF, OR DAMAGE OF ANY KIND TO, ANY AIRCRAFT, COMPONENT,
              EQUIPMENT, ACCESSORY OR PART PROVIDED UNDER THIS AGREEMENT;

              (iii) LOSS OF PROFITS AND/OR REVENUES;

              (iv) ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGE.

              THE WARRANTIES AND SERVICE LIFE POLICY PROVIDED BY THIS AGREEMENT
              WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN
              INSTRUMENT SIGNED BY THE SELLER AND THE BUYER. IN THE EVENT THAT
              ANY PROVISION OF THIS CLAUSE 12 SHOULD FOR ANY REASON BE HELD
              UNLAWFUL, OR OTHERWISE UNENFORCEABLE, THE REMAINDER OF THIS
              CLAUSE 12 WILL REMAIN IN FULL FORCE AND EFFECT. FOR THE PURPOSE
              OF THIS CLAUSE 12.5, "SELLER" WILL BE


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              UNDERSTOOD TO INCLUDE THE SELLER, ITS AFFILIATES AND SUPPLIERS.


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       12.6   Duplicate Remedies

              The remedies provided to the Buyer under Clause 12.1 and Clause
              12.2 as to any defect in respect of the Aircraft or any part
              thereof are mutually exclusive and not cumulative. The Buyer will
              be entitled to the remedy that provides the maximum benefit to
              it, as the Buyer may elect, pursuant to the terms and conditions
              of this Clause 12 for any particular defect for which remedies
              are provided under this Clause 12; provided, however, that the
              Buyer will not be entitled to elect a remedy under both Clause
              12.1 and Clause 12.2 for the same defect. The Buyer's rights and
              remedies herein for the nonperformance of any obligations or
              liabilities of the Seller arising under these warranties will be
              in monetary damages limited to the amount the Buyer expends in
              procuring a correction or replacement for any covered part
              subject to a defect or nonperformance covered by this Clause 12,
              and the Buyer will not have any right to require specific
              performance by the Seller.

       12.7   Transferability and Disclosure to Third Party Entity

      12.7.1. The Buyer's rights under this Clause 12 will not be assigned,
              sold, transferred, novated or otherwise alienated by operation of
              law or otherwise, without the Seller's prior written consent. Any
              unauthorized assignment, sale, transfer, novation or other
              alienation of the Buyer's rights under this Clause 12 will, as to
              the particular Aircraft involved, immediately void this Clause 12
              in its entirety.

      12.7.2. In the event of the Buyer intending to designate a third party
              entity (a "Third Party Entity") to administrate this Clause 12,
              the Buyer shall notify the Seller of such intention prior to any
              disclosure of this Clause to the selected Third Party Entity and
              shall cause such Third Party Entity to enter into a
              confidentiality agreement and or any other relevant documentation
              with the Seller solely for the purpose of administrating this
              Clause 12.

       12.8   Negotiated Agreement

              The Parties each acknowledge that:

              (i) the Specification has been agreed upon after careful
              consideration by the Buyer using its judgment as a professional
              operator of, and maintenance provider with respect to, aircraft
              used in public transportation and as such is a professional
              within the same industry as the Seller;

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


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              (iii) the price of the Aircraft and the other mutual agreements
              of the Buyer set forth in this Agreement were arrived at in
              consideration of, inter alia, the provisions of this Clause 12,
              specifically including the Exclusivity of Warranties set forth in
              Clause 12.5.




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       13.    PATENT AND COPYRIGHT INDEMNITY

       13.1   Indemnity

       13.1.1 Subject to the provisions of Clause 13.2.3, the Seller will
              indemnify the Buyer from and against any damages, costs and
              expenses including reasonable legal costs (excluding damages,
              costs, expenses, loss of profits and other liabilities in respect
              of or resulting from loss of use of the Aircraft) resulting from
              any infringement or claim of infringement by the Airframe or any
              part or software installed therein at Delivery of

              - any British, French, German, Spanish or U.S. patent; and

              - any patent issued under the laws of any other country in which
              the Buyer may lawfully operate the Aircraft, provided that from
              the time of design of such Airframe or any part or software
              installed therein at Delivery and until infringement claims are
              resolved, the country of the patent and the flag country of the
              Aircraft are both parties to:

              the Chicago Convention on International Civil Aviation of
              December 7, 1944, and are each fully entitled to all benefits of
              Article 27 thereof, or,

              the International Convention for the Protection of Industrial
              Property of March 20, 1883 (the "Paris Convention"); and

              - in respect of computer software installed on the Aircraft, any
              copyright, provided that the Seller's obligation to indemnify
              will be limited to infringements in countries which, at the time
              of infringement, are members of The Berne Union and recognize
              computer software as a "work" under the Berne Convention.

       13.1.2 Clause 13.1.1 will not apply to

                Buyer Furnished Equipment;

                the Propulsion Systems;

                Supplier Parts; or

                software not developed by the Seller.

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       13.1.3 If the Buyer, due to circumstances contemplated in Clause 13.1.1,
              is prevented from using the Aircraft (whether by a valid judgment
              of a court of competent jurisdiction or by a settlement arrived
              at among the claimant, the Seller and the Buyer), the Seller will
              at its expense either within a reasonable time period

                  (i)   procure for the Buyer the right to use the affected
                        Airframe, part or software free of charge; or

                  (ii)  replace the infringing part or software as soon as
                        possible with a non-infringing substitute.

       13.2   Administration of Patent and Copyright Indemnity Claims

       13.2.1 If the Buyer receives a written claim or a suit is threatened
              or begun against the Buyer for infringement of a patent or
              copyright referred to in Clause 13.1, the Buyer will

              (i) forthwith notify the Seller, giving particulars thereof;

              (ii) furnish to the Seller all data, papers and records within
              the Buyer's control or possession relating to such patent or
              claim;

              (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 defense or denial
              of the suit or claim, it being agreed that nothing in this Clause
              13.2.1(iii) will prevent the Buyer from paying the sums that may
              be required to obtain the release of the Aircraft, provided that
              payment is accompanied by a denial of liability and is made
              without prejudice;

              (iv) fully cooperate with, and render all assistance to, the
              Seller as may be pertinent to the defense or denial of the suit
              or claim; and

              (v) act to mitigate damages and/or to reduce the amount of
              royalties that may be payable, and act to minimize costs and
              expenses.

              The Seller will 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 defense or
              settlement of any suit or claim in the manner that, in the
              Seller's opinion, it deems proper.

       13.2.2 The Seller's liability hereunder will be conditioned on the
              strict and timely compliance by the Buyer with the terms of this
              Clause 13 and is in lieu of any other liability to the Buyer,
              whether express or implied, which the


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              Seller might incur at law as a result of any infringement or claim
              of infringement of any patent or copyright.

              THE INDEMNITY PROVIDED IN THIS CLAUSE 13 AND THE OBLIGATIONS AND
              LIABILITIES OF THE SELLER UNDER THIS CLAUSE 13 ARE EXCLUSIVE AND
              IN SUBSTITUTION FOR, AND THE BUYER HEREBY WAIVES, RELEASES AND
              RENOUNCES ALL OTHER INDEMNITIES, WARRANTIES, OBLIGATIONS,
              GUARANTEES AND LIABILITIES ON THE PART OF THE SELLER AND RIGHTS,
              CLAIMS AND REMEDIES OF THE BUYER AGAINST THE SELLER, EXPRESS OR
              IMPLIED, ARISING BY LAW OR OTHERWISE (INCLUDING WITHOUT
              LIMITATION ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY
              ARISING FROM OR WITH RESPECT TO LOSS OF USE OR REVENUE OR
              CONSEQUENTIAL DAMAGES), WITH RESPECT TO ANY ACTUAL OR ALLEGED
              PATENT INFRINGEMENT OR THE LIKE BY ANY AIRFRAME, PART OR SOFTWARE
              INSTALLED THEREIN AT DELIVERY, OR THE USE OR SALE THEREOF,
              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 CLAUSE WILL REMAIN IN FULL FORCE AND
              EFFECT. THIS INDEMNITY AGAINST PATENT AND COPYRIGHT INFRINGEMENTS
              WILL NOT BE EXTENDED, ALTERED OR VARIED EXCEPT BY A WRITTEN
              INSTRUMENT SIGNED BY THE SELLER AND THE BUYER.




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       14 -   TECHNICAL DATA AND FLIGHT AND GROUND INFORMATION SERVICES

              This Clause sets forth the terms and conditions for the supply of
              technical data ("Technical Data") and software services
              ("Software Services").

       14A    Technical Data

       14A.1  General

    14.A.1.1  The Technical Data will be supplied in the English language using
              aeronautical terminology in common use.

     14A.1.2  Range, form, type, format, ATA/non-ATA compliance, revision and
              quantity of the Technical Data are covered in Exhibit F hereto.

     14A.1.3  The Buyer will not receive credit or compensation for any
              partially used or unused Technical Data provided pursuant to this
              Clause 14.

       14A.2  Aircraft Identification for Technical Data

              For those Technical Data that are customized to the Buyer's
              specific operations and Aircraft as indicated in the Airbus
              Customer Services Catalog (the "CSC"), the Buyer agrees to the
              allocation of fleet serial numbers ("Fleet Serial Numbers
              (FSNs)") in the form of a block of numbers selected in the range
              from 001 to 999.

              The sequence will be interrupted only if two (2) different
              Propulsion Systems or different Aircraft models are selected.

              The Buyer will indicate to the Seller the FSNs corresponding to
              the Aircraft as listed in Clause 9 of this Agreement within
              forty-five (45) days after execution of this Agreement. The
              allocation of FSNs to such Aircraft will not constitute any
              proprietary, insurable or other interest of the Buyer in any
              Aircraft before delivery of and payment for Aircraft as provided
              in this Agreement.

              The Technical Data that may be customized are:

              Aircraft Maintenance Manual
              Illustrated Parts Catalog
              Trouble Shooting Manual
              Aircraft Wiring Manual
              Aircraft Schematics Manual
              Aircraft Wiring Lists


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       14A.3  Integration of Equipment Data

      14A.3.1 Supplier Equipment

              If necessary for the understanding of the affected systems,
              information relating to Supplier equipment that is installed on
              the Aircraft by the Seller will be included free of charge in the
              first issue ("First Issue") of the customized Technical Data.

      14A.3.2 Buyer Furnished Equipment

    14A.3.2.1 The Seller will introduce Buyer Furnished Equipment data for BFE
              which is installed on the Aircraft by the Seller ("BFE Data")
              into the customized Technical Data at no additional charge to the
              Buyer for the First Issue, provided such data is provided in
              accordance with the conditions set forth in Clauses 14A.3.2.2
              through 14A.3.2.6.

    14A.3.2.2 The Buyer will supply the BFE Data to the Seller, in English and
              in a format compliant with ATA 2200 standard specification and
              all applicable revisions, at least six (6) months before the
              scheduled delivery of the customized Technical Data and Software
              Services.

    14A.3.2.3 The Buyer and the Seller will enter into a separate agreement
              addressing the time frame, media and format in which BFE Data
              will be provided to the Seller to facilitate the process of BFE
              Data integration in an efficient, expedited and economic manner.

    14A.3.2.4 Such agreement will specify that the BFE Data will be delivered
              in digital format (SGML) and/or in Portable Document Format
              (PDF).

    14A.3.2.5 All costs related to the delivery to the Seller of the applicable
              BFE Data will be borne by the Buyer.

    14A.3.2.6 This Clause 14A.3.2 will also apply to the data related to the
              Buyer Furnished Equipment procured by the Seller in accordance
              with Clause 18.1.3.

       14A.4  Delivery of Technical Data

      14A.4.1 Technical Data will be delivered as set forth in Exhibit F.

      14A.4.2 The Technical Data and corresponding revisions to be supplied by
              the Seller in a format other than on-line will be sent to two (2)
              addresses only.

      14A.4.3 Technical Data and revisions will be packed and shipped by the
              quickest

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              transportation methods reasonably available. Shipment will be
              Delivery Duty Unpaid (DDU) as defined in Incoterms 2000 published
              by the International Chamber of Commerce, Toulouse, France, and/or
              Delivery Duty Unpaid (DDU) Hamburg, Germany.

     14A.4.4  The Technical Data will be delivered according to a mutually
              agreed schedule, designed to correspond to Aircraft deliveries.
              The Buyer will provide no less than forty (40) days' notice to
              the Seller if a change is requested to the delivery schedule for
              the Technical Data.

     14A.4.5  The Buyer will be responsible for the coordination with and
              satisfaction of local Aviation Authorities' requirements for
              Technical Data.

       14A.5  Revision Service for Technical Data

              Unless otherwise specifically stated, revision service will be
              offered free of charge for three (3) years after Delivery of each
              Aircraft covered under this Agreement (the "Revision Service
              Period"). Thereafter, revision service will be provided in
              accordance with the terms and conditions found in the then
              current Airbus Customer Services Catalog (the "Airbus CS
              Catalog").

       14A.6  Service Bulletin (SB) Incorporation for Technical Data

              During the period of revision service and upon the Buyer's
              request for incorporation of Seller's Service Bulletin
              information into the Technical Data, which must be made within
              two years after issuance of the applicable Service Bulletin, such
              information will be incorporated into the Technical Data 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 will remain in the
              Technical Data until notification from the Buyer to the Seller
              that embodiment has been completed on all the Buyer's Aircraft.
              For operational data either the pre or post (but not both)
              Service Bulletin status will be shown.

       14A.7  Technical Data Familiarization

              Upon request by the Buyer, the Seller will provide one (1) week
              of Technical Data familiarization training, at the Seller's or
              Buyer's facility. If such familiarization is conducted at the
              Buyer's facilities, the Buyer will reimburse the Seller for
              business class air transportation and reasonable living expenses
              of the representative(s) of Seller conducting the familiarization
              training.

       14A.8  Customer Originated Changes (COC)

              Upon the Buyer's request Buyer-originated data ("COC Data") may be

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              incorporated into any of the Technical Data eligible for
              customization as defined in the then current Airbus CS Catalog.

              COC Data will be developed by the Buyer according to the methods
              and tools for achieving such introduction issued by the Seller.
              The Buyer will ensure that any COC Data is in compliance with the
              requirements of its local Aviation Authorities.

              Incorporation of any COC Data will be at the Buyer's sole risk,
              and the Buyer will indemnify the Seller against any liability
              whatsoever with respect to:

              the contents of any COC Data (including any omissions or
              inaccuracies therein)
              any effect that the incorporation of such COC Data may have on
              the Technical Data or
              any costs of any nature that any COC may have on all subsequent
              Service Bulletins and modifications.

       14A.9  AirN@v Services

     14A.9.1  The Technical Data listed below will be provided through an
              advanced consultation tool (hereinafter referred to as AirN@v
              Services). The applicable Technical Data is as follows:

              AirN@v Maintenance

              Aircraft Maintenance Manual,
              Illustrated Parts Catalog (Airframe/Powerplant),
              Trouble Shooting Manual,
              Aircraft Schematics Manual,
              Aircraft Wiring Lists,
              Aircraft Wiring Manual,
              Electrical Standard Practices Manual,

              AirN@v Associated Data

              Consumable Material List
              Standards Manual

              AirN@v Engineering


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      14A.9.2 The licensing conditions for the use of AiN@v Services will be as
              set forth in Appendix A to this Clause 14 to the Agreement,
              "General Conditions of Licensing of Software".

      14A.9.3 The license to use AirN@v Services will be granted free of charge
              for the Aircraft for as long as the revisions of the applicable
              Technical Data are free of charge in accordance with Clause
              14A.5. At the end of the Revision Service Period, the yearly
              revision service for AirN@v Services and the associated license
              fee will be provided to the Buyer at the standard commercial
              conditions set forth in the then current Airbus CS Catalog.




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      14A.10  On-Line Services; Customer Portal

    14A.10.1  The Buyer will be provided with access to a Secure Area of The
              Airbus World/Online Services through which a variety of on-line
              products and services related to the Aircraft including Technical
              Data, are available, pursuant to the General Terms and Conditions
              of Access to and Use of The Secure Area of the World/Online
              Services, Appendix B to this Clause 14.

    14A.10.2  The Seller reserves the right to suppress other formats of
              Technical Data that is available on-line.

    14A.10.3  Access to the Secure Area will be at no cost for the duration
              of the Revision Service Period set forth in Clause 14A.5
              herein.

    14A.10.4  Access to the Secure Area shall be granted free of charge for a
              maximum of fifty (50) of the Buyer's users (including one Buyer
              Administrator) for the Technical Data related to the Aircraft
              which shall be operated by the Buyer.

     14A.11   Warranty

              The provisions of Clause 12 and in particular of Clause 12.5
              (EXCLUSIVITY OF WARRANTIES AND GENERAL LIMITATIONS OF LIABILITY),
              will apply to the provision of Technical Data under this Clause
              14.

     14A.12   Proprietary Rights

              All proprietary rights, including but not limited to patent,
              design and copyrights, relating to Technical Data will remain
              with the Seller. All Technical 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 herein or
              otherwise pursuant to any governmental or legal requirement
              imposed on the Buyer.

              These proprietary rights will 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.



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       14B    Software Services

       14B.1  Performance Engineer's Program

              In addition to the standard operational manuals, the Seller will
              provide to the Buyer the Performance Engineer's Programs (PEPs)
              under the terms and conditions of the General Conditions of
              Licensing For Use Of Software, attached as Appendix A hereto. Use
              of the PEP will be limited to one (1) copy installed on one (1)
              computer. PEP is intended for use on ground only and will not be
              installed on an Aircraft. The Seller will provide the Buyer with
              a three-day installation and review visit regarding the PEPs.

              The license for use of PEP will be granted free of charge for a
              period equal to the Revision Service Period. At the expiration of
              that period, the Buyer will be entitled to continue to use the
              PEP free of charge, but the Buyer will be charged for all
              revisions, in accordance with the terms and conditions of the
              then current Airbus CS Catalog.




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        14C   General Provisions

       14C.1  Future Developments in Technical Data

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

       14C.2  Confidentiality.

              The Technical Data, the Software Services and their content are
              designated as confidential. All such Technical Data and Software
              Services are supplied to the Buyer for the sole use of the Buyer
              who undertakes not to disclose the contents thereof to any third
              party without the prior written consent of the Seller as
              permitted therein or otherwise pursuant to any government or
              legal requirement imposed upon the Buyer.

              If the Seller authorizes the disclosure of any of the Technical
              Data to third parties, either under this Agreement or otherwise,
              the Buyer will assure that such third party agrees to be bound by
              the same conditions as the Buyer with respect to the
              confidentiality of the Technical Data and/or Software Services.

              If the Buyer intends to designate a maintenance and repair
              organization (MRO) to perform the maintenance of the Aircraft,
              the Buyer will notify the Seller of such intention prior to any
              disclosure of this Clause and/or the Technical Data and/or the
              Software Services to the selected MRO and will cause such MRO to
              enter into a confidentiality agreement with the Seller and, in
              the case of Software Services, appropriate licensing conditions,
              and to commit to use such Technical Data and Software Services
              solely for the purpose of maintaining the Buyer's Aircraft.

       14C.3  Transferability

              Buyer's rights under this Clause 14 will not be assigned, sold,
              transferred, novated or otherwise alienated by operation of law
              or otherwise, without the Seller's prior written consent.

              Any unauthorized assignment, sole, transfer, novation, or other
              alienation of the Buyer's rights under this Clause 14 will, as to
              the particular Aircraft involved, immediately void this Clause 14
              in its entirety.



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       15 -   SELLER REPRESENTATIVES

              The Seller will provide or cause to be provided at no charge to
              the Buyer's Initial Operator the services described in this
              Clause 15, at the Buyer's Initial Operator main base or at other
              locations to be mutually agreed.

       15.1   Customer Support Director

              The Seller shall assign the services of one (1) Customer Support
              Director based at the Seller's or its Affiliates office to liaise
              between the Seller and the Buyer on product support matters after
              signature of this Agreement for as long as at least one (1)
              Aircraft is operated by an Operator or is still owned by the
              Buyer.

       15.2   Customer Support Representatives

       15.2.1 The Seller shall provide free of charge to the Buyer the services
              of Seller customer support representative(s), provided in
              Appendix A to this Clause 15 (each a "Seller Representative"), at
              the Initial Operator's main base or such other locations as the
              parties may agree.

       15.2.2 In providing the services as described hereabove, any Seller's
              employees, including specifically Seller Representatives, are
              deemed to be acting in an advisory capacity only and at no time
              shall they be deemed to be acting as Buyer's employees or agents,
              either directly or indirectly.

       15.2.3 The Seller shall provide to the Buyer an annual written
              accounting of the consumed man-months and any remaining man-month
              balance from the allowance defined in Appendix A. Such accounting
              shall be deemed final and accepted by the Buyer unless the Seller
              receives written objection from the Buyer within thirty (30)
              calendar days of receipt of such accounting.

       15.2.4 In the event of a need for Aircraft On Ground ("AOG") technical
              assistance after the end of the assignment referred to in
              Appendix A to this Clause 15, the Buyer or its Operator shall
              have non-exclusive access to:

              a) AIRTAC (Airbus Technical AOG Center);

              b) The Seller Representative network closest to the Buyer's
              Operator main base. A list of contacts of the Seller
              Representatives closest to the Buyer's Operator main base shall
              be provided to the Buyer or its Operator.


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              As a matter of reciprocity, the Buyer shall authorize the Seller
              Representative(s), during his assignment at the Buyer's
              Operator's, to provide similar assistance to another airline.

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

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

       15.3   Buyer's Support

       15.3.1 From the date of arrival of the first Seller Representative and
              for the duration of the assignment, the Buyer shall provide or
              shall cause its Operator to provide free of charge a suitable
              lockable office, conveniently located with respect to the Buyer's
              Operator maintenance facilities, with complete office furniture
              and equipment including telephone, internet, email and facsimile
              connections for the sole use of the Seller Representative(s). All
              related communication costs shall be borne by the Seller upon
              receipt by the Seller of all relevant justifications, however the
              Buyer shall not impose on the Seller any charges other than the
              direct cost of such communications.

       15.3.2 The Buyer shall reimburse the Seller the costs for the initial
              and termination assignment travel of the Seller Representatives
              of one (1) confirmed ticket, Business Class, to and from their
              place of assignment and TOULOUSE, FRANCE.

              The Buyer shall also reimburse the Seller the costs for air
              transportation for the annual vacation of the Seller
              Representatives to and from their place of assignment and
              TOULOUSE, FRANCE.

       15.3.3 Should the Buyer request any Seller Representative referred to in
              Clause 15.2 above to travel on business to a city other than his
              usual place of assignment, the Buyer shall be responsible for all
              related transportation costs and expenses.

       15.3.4 Absence of an assigned Seller Representative during normal
              statutory vacation periods are covered by the Seller
              Representatives as defined in Clause 15.2.4 and as such are
              accounted against the total allocation provided in Appendix A
              hereto.


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       15.3.5 The Buyer or the Buyer's Operator shall assist the Seller in
              obtaining from the civil authorities of the Buyer's or the
              Buyer's Operator's country those documents that are necessary to
              permit the Seller Representative to live and work in the Buyer's
              or Buyer's Operator'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 Clause 15.2.

       15.3.6 The Buyer shall reimburse to the Seller charges, taxes, duties,
              imposts or levies of any kind whatsoever, imposed by the
              authorities of the Buyer's country upon:

              - the entry into or exit from the Buyer's country of the Seller
              Representatives and their families,

              - the entry into or the exit from the Buyer's country of the
              Seller Representatives and their families' personal property,

              - the entry into or the exit from the Buyer's country of the
              Seller's property, for the purpose of providing the Seller
              Representatives services.

       15.4   Temporary Assignment and Withdrawal of Resident Customer Support
              Representative

              The Seller will have the right upon written notice to and
              communication with the Buyer to transfer or recall any Seller's
              Representative on a temporary or permanent basis if, in the
              Seller's opinion, conditions are dangerous to the Seller's
              Representative's safety or health or prevent the fulfillment of
              such Seller's Representative's contractual tasks. The man-days
              during which any Seller's Representative is absent from the
              Buyer's facility pursuant to this Clause 15 will not be deducted
              from the total to which the Buyer is entitled under Clause 15.

       15.5   Indemnities


              INDEMNIFICATION PROVISIONS APPLICABLE TO THIS CLAUSE 15 ARE SET
              FORTH IN CLAUSE 19.




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Appendix A to Clause 15

SELLER REPRESENTATIVE ALLOCATION


The Seller Representative allocation that is provided to the Buyer pursuant to
Clause 15.2 is set out below.

        The Buyer's Initial Operator shall be provided a total of twelve (12)
        man-months of Seller Representative services per Aircraft at the
        Buyer's Initial Operator main base or at other locations to be mutually
        agreed.

        For clarification, such Seller Representatives' services shall include
        initial Aircraft Entry Into Service (EIS) assistance and sustaining
        support services.

        The number of the Seller's Representatives assigned to the Buyer's
        Initial Operator at any one time shall be mutually agreed, but at no
        time shall it exceed three (3) men.

        Absence of an assigned Seller's Representative during normal statutory
        vacation periods are covered by the Seller's Representatives as defined
        in Clause 15.3.5 and as such are accounted against the total allocation
        provided in item 1 above.




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       16 -   TRAINING AND TRAINING AIDS

       16.1   General

              This Clause sets forth the terms and conditions for the supply of
              training and training aids for the Buyer's personnel or the
              personnel of its Operators to support the Aircraft operation.

       16.2   Scope

       16.2.1 The range and quantity of training and training aids to be
              provided free of charge under this Agreement are covered in
              Appendix A to this Clause 16. The Seller will arrange
              availability of such training and training aids in relation to
              the delivery schedule for the Aircraft set forth in Clause 9.1.1.

       16.2.2 The contractual training courses, defined in Appendix A to this
              Clause 16, will be provided up to one (1) year after delivery of
              each corresponding Aircraft.

       16.2.3 In the event that the Buyer or its Operators 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
              will be provided.

       16.3   Training Organization / Location

       16.3.1 The Seller shall provide training at its training center in
              Blagnac, France, or in Hamburg, Germany or one of its Affiliated
              training centers in Miami, U.S.A., or Beijing, China (each the
              "Seller's Training Center").

       16.3.2 If unavailability of facilities or scheduling difficulties make
              training by the Seller impractical at the training centers
              referenced in Clause 16.3.1, the Seller will ensure that the
              Buyer or its Operators are provided the training support
              described in this Clause 16 at locations other than those named
              in Clause 16.3.1.

       16.3.3 Upon the Buyer's or its Operators' request, the Seller may also
              provide certain training at a location other than the Seller's
              Training Centers, including one of the Buyer's or its Operators'
              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 Clause 16.6.2 will be borne by the
              Buyer or its Operators.

       16.3.4 If the Buyer's Operator request an Airbus approved course at a
              location as indicated in Clause 16.3.3, the Buyer will assure
              that the training facilities are approved prior to the
              performance of such training. The Buyer's


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              Operator will, as necessary and in due time prior to the
              performance of such training, provide access to the training
              facilities set forth in Clause 16.3.3 to the Seller's and the
              Aviation Authority's representatives for approval of such
              facilities.

       16.4   Training Courses

       16.4.1 Training courses, as well as the minimum and maximum numbers of
              trainees per course provided for the Buyer's personnel or the
              personnel of its Operators, are defined in the applicable
              training course catalog published by the Seller (the "Training
              Course Catalog") and will be scheduled as mutually agreed upon
              during a training conference (the "Training Conference") that
              will be held as soon as practicable after signature of this
              Agreement and no later than nine (9) months prior to Delivery of
              the first Aircraft.

       16.4.2 The following terms will apply when training is performed by the
              Seller

              (i) Subject to 16.4.2(ii) below, training courses will be
              standard Airbus courses as described in the Training Course
              Catalog valid at the time of execution of the course. The Seller
              will be responsible for all training course syllabi, training
              aids and training equipment (not to include aircraft) necessary
              for the organization of the training courses.

              Where the Seller agrees to perform training using Buyer's or its
              Operator's standard courses, the Buyer or its Operator will be
              responsible for (a) taking all steps necessary to assure approval
              by applicable Aviation Authorities of such training (including
              any needed approvals of specific Seller's instructors) and (b)
              the costs of instructor hours spent preparing for being qualified
              for use of Buyer's or its Operator's standard courses.

              The training curricula and the training equipment used for flight
              crew, cabin crew and maintenance training will not be fully
              customized but will be configured in order to obtain the relevant
              Aviation Authority's approval and to support the Seller's
              training programs.

              Training data and documentation necessary for training detailed
              in Appendix A to this Clause 16 will be free-of-charge and will
              not be revised. Training data and documentation will be marked
              "FOR TRAINING ONLY" and as such will be supplied for the sole and
              express purpose of training.

              Upon the request of the Buyer and at no charge to the Buyer, the
              Seller will collect and pack for consolidated shipment to the
              Buyer's or its Operators' facility, all training data and
              documentation of the Buyer's or its Operators' trainees attending
              training at the Seller's Training Center. This training data and
              documentation will be delivered Free Carrier (FCA)


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              as defined by Incoterms 2000 of the International Chamber of
              Commerce published January 2000, the airport nearest to the
              location where the training takes place. It is understood that
              title to and risk of loss of the training data and documentation
              will pass to the Buyer upon delivery.

    16.4.3.1  If the Buyer or its Operator decides to cancel fully or partially
              or reschedule, a training course, a minimum advance notification
              of at least sixty (60) calendar days prior to the relevant
              training course start date is required.

    16.4.3.2  If such notification is received by the Seller less than sixty
              (60) but no more than thirty (30) calendar days prior to such
              training, a cancellation fee corresponding to fifty percent (50%)
              of such training will be, as applicable, either deducted from the
              training allowance defined in Appendix A or invoiced at the price
              corresponding to such training at the Seller's then applicable
              price.

    16.4.3.3  If such notification is received by the Seller in less than
              thirty (30) calendar days prior to such training, a cancellation
              fee corresponding to one hundred (100%) of such training will be,
              as applicable, either deducted from the training allowance
              defined in Appendix A or invoiced at the price corresponding to
              such training at the Seller's then applicable price.

      16.4.4  In fulfillment of its obligation to provide training courses,
              when the Seller performs the training courses, the Seller will
              deliver to the trainees a certificate of completion or a
              certificate of recognition (each a "Certificate") or an
              attestation ("Attestation"), as applicable, at the end of any
              such training course. Seller Certificate or Seller Attestation
              does not represent authority or qualification by any official
              Aviation Authorities but may be presented to such officials in
              order to obtain relevant formal qualification.

              If training is provided by a training provider other than the
              Seller that is selected by the Seller, the Seller will cause such
              training provider to deliver a Certificate or an Attestation at
              the end of any such training course. Such Certificate or
              Attestation will not represent authority or qualification by any
              official Aviation Authority but may be presented to such
              officials in order to obtain relevant formal qualification.


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       16.5   Prerequisites and Conditions

       16.5.1 Training will be conducted in English and all training aids are
              written in English using common aeronautical terminology.

              Trainees must have the prerequisite experience as defined in
              Appendix B to this Clause 16.

              All training courses conducted pursuant to this Clause 16 are
              "Standard Transition Training Courses" and not "Ab Initio
              Training Courses."

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

     16.5.2.1 The Buyer or its Operator will 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 verify the trainees' proficiency and previous
              professional experience. The Seller will in no case warrant or
              otherwise be held liable for any trainee's performance as a
              result of any training services provided.

     16.5.2.2 The Buyer or its Operator will also complete and provide to the
              Seller the "Airbus Pre-Training Survey" detailing the trainees'
              associated background at the time of reservation of the training
              course and in no event any later than sixty (60) calendar days
              prior to the start of the training course. If the Buyer or its
              Operator makes a change to the attendance list pursuant to Clause
              16.5.2.1 the Buyer or its Operator will immediately inform the
              Seller thereof and send to the Seller an updated Airbus
              Pre-Training Survey reflecting such change. The notice provision
              in Clause 16.4.3.1 and 16.4.3.2 apply for changes.

       16.5.3 Upon the Buyer's or its Operator's request, the Seller may be
              consulted to direct the above mentioned trainee(s) through a
              relevant entry level training program, which will be at the
              Buyer's charge, and, if necessary, to coordinate with competent
              outside organizations for this purpose. Such consultation will be
              held during the Training Conference.

              If the Seller should determine that a trainee lacks the required
              entry level training, such trainee will, following consultation
              with the Buyer or its Operator, be withdrawn from the program or
              be directed to a relevant entry level training program, which
              will be at the Buyer's or its Operator's expense.

              Upon such withdrawal, the Seller will deduct the corresponding
              allowance from the total allowance for the applicable training in
              accordance with the


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              provisions set forth in Clause 16.4.3.2.

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

       16.6   Logistics

       16.6.1 Trainees

     16.6.1.1 The Seller shall provide free local transportation by bus for the
              Buyer's trainees or for the Operator's trainees to and from
              designated pick-up points and the Seller's Training Centers.

     16.6.1.2 Living expenses for the Buyer's or its Operator's trainees are to
              be borne by the Buyer or its Operator.

       16.6.2 Training at External Location

     16.6.2.1 Seller's Instructors

              If at the Buyer's or its Operator's request, training is provided
              by the Seller's instructors at any location other than the
              Seller's training centers, the Buyer or its Operator will
              reimburse the Seller for all the expenses, as provided below in
              Clauses 16.6.2.2, 16.6.2.3, 16.6.2.4 and 16.6.2.5 related to the
              assignment of such instructors and their performance of the
              duties as aforesaid.

     16.6.2.2 Living Expenses for the Seller's Instructors

              Such expenses, covering the entire period from day of assignment
              to day of return to the Seller's base, will include but will not
              be limited to lodging, food and local transportation to and from
              the place of lodging and the training course location. The Buyer
              or its Operator will reimburse the Seller for such actual
              expenses.

     16.6.2.3 Air Travel

              The Buyer or its Operator will reimburse the Seller for the
              transportation costs of the Seller's instructors in confirmed
              business class to and from the Buyer's or its Operator's
              designated training site and the Seller's Training Center.

     16.6.2.4 Training Material

              The Buyer or its Operator will reimburse the Seller for the cost
              of shipping the training material needed to conduct such courses.

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     16.6.2.5 Buyer's Indemnity

              The Buyer or its Operator will be solely liable for any and all
              cancellation or delay in the performance of the training outside
              of the Seller's Training Centers that is associated with the
              transportation provided under Clause 16.6.2.3 and will indemnify
              and hold the Seller harmless from such delay and any consequences
              arising therefrom. The Seller will not be liable to the Buyer or
              its Operator for any delay or cancellation.

     16.6.2.6 Training Equipment Availability

              Training equipment necessary for course performance at any course
              location other than the Seller's training centers or the
              facilities of the training provider selected by the Seller will
              be provided by the Buyer or its Operator in accordance with the
              Seller's specifications.

       16.7   Flight Operations Training

       16.7.1 Flight Crew Training Course

     16.7.1.1 The Seller will perform a flight crew training course program as
              defined in Appendix A to this Clause 16, for the Buyer's Operator
              flight crews. A flight crew will consist of two (2) crew members
              who will be either captains or first officers. Except for
              in-flight training, for which the Operator's customized Flight
              Crew Operating Manual will be used, the training manual used for
              all flight crew training courses will be the Seller's Flight Crew
              Operating Manual. If the Seller agrees to use the Operator's
              Flight Crew Operating Manual for other flight crew training, the
              Buyer or its Operator will be responsible for obtaining any
              necessary approvals required by applicable Aviation Authorities
              and for any costs associated therewith, including time spent by
              any Airbus instructor to achieve such approvals.

     16.7.1.2 Base Flight Training

   16.7.1.2.1 The Buyer's Operator will use its delivered Aircraft or any
              aircraft it operates for any required in-flight training and will
              pay all costs associated with such use. This training will not
              exceed one (1) session of forty-five (45) minutes per pilot,
              according to the related Airbus training course definition (the
              "Base Flight Training").

   16.7.1.2.2 In the event of it being necessary to ferry the Buyer's delivered
              Aircraft to the location where the Base Flight Training shall
              take place, the additional flight time required for the ferry
              flight to and/or from the Base Flight Training field shall not be
              deducted from the Base Flight Training time.


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

   16.7.1.2.4 If necessary, the Operator shall assist the Seller in obtaining
              the validation of the licenses of the Seller's pilots performing
              such Base Flight Training by the Aviation Authority of the place
              of registration of the Aircraft.

     16.7.1.3 In all cases, the Buyer or its Operator will bear the expenses of
              fuel, oil and landing fees.

       16.7.2 Flight Crew Line Initial Operating Experience

     16.7.2.1 In order to assist the Buyer or its Operator with initial
              operating experience after Delivery of the first Aircraft, the
              Seller will provide to the Operator pilot instructor(s) as
              defined in Appendix A to this Clause 16. The maximum number of
              Seller's pilot instructors present at the Operator's site at one
              time will be limited to two (2).

     16.7.2.2 In the event of the Buyer requesting, subject to the Seller's
              consent, such Seller pilot Instructors to perform any other
              flight support during the flight crew line initial period such as
              but not limited to line assistance, demonstration flight(s),
              ferry flight(s) or any flight(s) required by the Buyer during the
              period of entry into service of the Aircraft, it is understood
              that such flight(s) shall be deducted from the flight crew line
              initial operating experience allowance set forth in Appendix A
              hereto.

              It is hereby understood by the Parties that the Seller's pilot
              Instructors shall only perform the above flight support services
              to the extent they bear the relevant qualifications to do so.

              In addition to the number of pilots specified in Appendix A
              attached hereto, the Seller may provide pilot instructors, at the
              Buyer's or its Operator's expense upon conditions to be mutually
              agreed.

     16.7.2.3 Prior to any flight training to be performed by the Seller on the
              Buyer's Aircraft, the Buyer will provide to the Seller a copy of
              the certificate of insurance as requested in Clause 19.

       16.7.3 Instructor Cabin Attendants' Familiarization Course

              The Seller will provide cabin attendants training in accordance
              with

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              Appendix A to this Clause 16. The instructor cabin
              attendants' course, when incorporating the features of the
              Aircraft, will be given no earlier than (2) weeks before the
              Delivery Date of the first Aircraft.

       16.7.4 Performance/Operations Course

              The Seller will provide performance/operations training for the
              Buyer's personnel or the personnel of its Operator a defined in
              Appendix A to this Clause 16

              The available courses are listed in the Seller `s applicable
              Training Courses Catalog.

       16.7.4 Transition Type Rating Instructor (TRI) Course

              The Seller will provide transition type rating instructor (TRI)
              training for the Buyer's Operator flight crew instructors, as
              defined in Appendix A to this Clause 16.

              This course provides the Operator's pilots and/or instructors
              with the training in both flight-instruction and
              synthetic-instruction required in order to enable them to
              instruct on Airbus aircraft.

       16.8   Maintenance Training

       16.8.1 The Seller will provide maintenance training for the Buyer's or
              its Operator's ground personnel as defined in Appendix A to this
              Clause 16.

              The available courses are listed in the Seller's applicable
              Training Course Catalog.

              The practical training provided in the frame of maintenance
              training shall be performed on the training devices in use in the
              Seller's Training Centers.

       16.8.2 Line Maintenance Initial Operating Experience Training

              In order to assist the Operator during the entry into service of
              the Aircraft, the Seller will provide to the Operator maintenance
              instructor(s) at the Operator's base as defined in Appendix A to
              this Clause 16. The maximum number of instructors to be assigned
              to Operator's base at one time will be two (2).

     16.8.2.1 This line maintenance initial operating experience training will
              cover training in handling and servicing of Aircraft, flight crew
              and maintenance coordination, use of Technical Data and/or any
              other activities which may be deemed necessary after delivery of
              the first Aircraft.



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     16.8.2.2 The Buyer or its Operator will reimburse the expenses for said
              instructor(s) in accordance with Clause 16.6.2. Additional
              maintenance instructors can be provided at the Buyer's or its
              Operator's expense.

       16.9   Supplier and Engine Manufacturer Training

              Upon the Buyer's request, the Seller will provide to the Buyer a
              list of the courses provided by major Suppliers and the
              applicable Propulsions Systems manufacturer on their products.




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       16.10  Training Aids for the Buyer's Training Organization

     16.10.1  The Seller will provide to the Buyer the Airbus Computer Based
              Training ("Airbus CBT") training aids, as used in the Seller's
              Training Centers together with the Virtual Aircraft walk around
              component, subject to Buyer's execution of appropriate agreements
              for the license and use of such Airbus CBT and Virtual Aircraft.

              The training aids supplied to the Buyer shall be similar to those
              used in the Seller's Training Centers at the time of such
              training aids' delivery for the training provided for the Buyer.

     16.10.2  The Seller will deliver the Airbus CBT, training aids and Virtual
              Aircraft, at a date to be mutually agreed during the Training
              Conference.

              The items supplied to the Buyer pursuant to Clause 16.10.1 will
              be delivered FCA Toulouse, Blagnac Airport. Title to and risk of
              loss of said items will pass to the Buyer upon delivery thereof.

     16.10.3  Installation of the Airbus CBT and the Virtual Aircraft



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   16.10.3.1  Before the initial delivery of the Airbus CBT System and of the
              Virtual Aircraft, the Seller will provide up to six (6) trainees
              of the Buyer, at the Buyer's facilities, a training course
              enabling the Buyer to load and use the Airbus CBT System and the
              Virtual Aircraft either on stand-alone workstations or in a
              "Server" mode (the "Airbus CBT Administrator Course").

              To conduct the course, the workstations and/or Servers, as
              applicable, will be ready for use and will comply with the latest
              "Airbus CBT Workstation Technical Specification" or "Airbus CBT
              Server Technical Specification", as applicable (collectively "the
              Airbus CBT Technical Specification").

    16.10.3.2 The Airbus CBT System and the Virtual Aircraft will be installed
              by the Buyer's personnel, who will have completed the Airbus CBT
              Administrator Course. The Seller will be held harmless from any
              injury to person and/or damage to property caused by or in any
              way connected with the handling and/or installation of the Airbus
              CBT and the Virtual Aircraft by the Buyer's personnel.

    16.10.3.3 Upon the Buyer's request and subject to conditions to be quoted
              by the Seller, the Seller may assist the Buyer with the initial
              installation of the Airbus CBT System and the Virtual Aircraft at
              the Buyer's facilities. Such assistance will follow notification
              in writing that the various components, which will be in
              accordance with the specifications defined in the Airbus CBT
              Technical Specification, are ready for installation and available
              at the Buyer's facilities.




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      16.10.4 Airbus CBT and Virtual Aircraft License

    16.10.4.1 The use of the Airbus CBT System and of the Virtual Aircraft will
              be subject to license conditions defined in Appendix C to this
              Clause 16 (License For Use Of Airbus Computer Based Training
              (Airbus CBT")), hereinafter "the License".

              For the purpose of the Virtual Aircraft, the term "Airbus CBT
              System" as used in such License will mean "Airbus CBT including
              the Virtual Aircraft".

    16.10.4.2 Supply of sets of CBT Courseware or sets of Virtual Aircraft
              Software, as defined in Appendix C and additional to those
              indicated in Appendix A, as well as any extension to the License
              will be subject to terms and conditions to be mutually agreed.

      16.10.5 The Seller shall not be responsible for and hereby disclaims any
              and all liabilities resulting from or in connection with the use
              by the Buyer of the Airbus CBT System, the Virtual Aircraft and
              any other training aids provided under this Clause 16.10.

      16.10.6 Proprietary Rights

              The Seller's training data and documentation, including the
              Airbus CBT System, the Virtual Aircraft and other training aids
              are proprietary to Seller and/or its Affiliates and the Buyer
              agrees not to disclose the content of any courseware,
              documentation or other information relating thereto, in whole or
              in part, to any third party without the prior written consent of
              the Seller.

      16.10.7 Transferability

              Notwithstanding the provisions of Clause 20.1, the Buyer's rights
              under this Clause 16 will not be assigned, sold, transferred,
              novated or otherwise alienated by operation of law or otherwise
              without the Seller's prior written consent thereto, which will
              not be reasonably withheld.

              Any unauthorized assignment, sale, transfer or other alienation
              of the Buyer's rights under this Clause 16 will, as to the
              particular Aircraft involved immediately void this Clause 16 in
              its entirety.

      16.10.8 Indemnities and Insurance

              INDEMNIFICATION PROVISIONS AND INSURANCE REQUIREMENTS APPLICABLE
              TO THIS CLAUSE 16 ARE AS SET FORTH IN CLAUSE 19.

              THE BUYER SHALL PROVIDE THE SELLER WITH AN ADEQUATE INSURANCE
              CERTIFICATE PRIOR TO ANY TRAINING ON AIRCRAFT.


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Appendix A to Clause 16

TRAINING ALLOWANCES

The contractual training courses defined in this Appendix A shall be provided
up to two (2) years after Delivery of each Aircraft delivered under this
Agreement.

       1.     FLIGHT OPERATIONS TRAINING

       1.1    Flight Crew Training (standard transition course or cross crew
              qualification (CCQ) as applicable)

              With respect to each Aircraft, the Seller shall provide flight
              crew training (standard transition course or CCQ as applicable)
              free of charge for eight (8) of the relevant Operator's flight
              crews per firmly ordered Aircraft.

       1.2    Flight Crew Line Initial Operating Experience

              The Seller will provide to the Buyer pilot instructor(s) free of
              charge for a period of one (1) pilot instructor month per firmly
              ordered Aircraft to assist with flight-crew initial operating
              experience.

              The maximum number of Seller's pilot instructors present at the
              Buyer's site at any one time will be limited to two (2) pilot
              instructors.

       1.3    Performance/Operations Course(s)

              The Seller shall provide to the Buyer two hundred (200) trainee
              days of performance/ operations training free of charge per each
              of the Buyer's Initial Operators.

              The above trainee days shall be used solely for the
              performance/operations training courses as defined in the
              Seller's applicable Training Course Catalog.

       1.4    Transition Type Rating Instructor (TRI) Course

              The Seller shall provide to the Buyer one (1) transition type
              rating instructor training (transition or CCQ, as applicable)
              free of charge per Aircraft.


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       2.     MAINTENANCE TRAINING

       2.1    Maintenance Training Courses

              The Seller shall provide to the Buyer two hundred (200) trainee
              days of maintenance training free of charge per each Aircraft for
              the Buyer's Initial Operators' personnel.

              These trainee days shall be used solely for the Maintenance
              training courses either defined in the Seller's applicable
              Training Course Catalog or as otherwise supplied by the Seller.

              Within the maintenance trainee days allowance above, the number
              of Engine Run-Up Courses will be limited to one (1) course for
              three (3) trainees per firmly ordered Aircraft and to a maximum
              of nine (9) courses in total.

       2.2    Trainee Days Accounting

              Trainee days are counted as follows:

       (i)    For instruction at the Seller's training center or affiliated
              training center, one day of instruction for one (1) trainee
              equals one (1) trainee day, and the number of trainees as
              confirmed by the Buyer sixty (60) days before the beginning of
              the course will be counted as the number of trainees considered
              to have taken the course.

       (ii)   For instruction outside of the Seller's training center or
              affiliated training center, not including practical training, one
              (1) day of instruction by one (1) Seller instructor equals the
              actual number of trainees attending the course or a minimum of
              twelve (12) trainee days except for the structure maintenance
              training course: one (1) day of instructor by one (1) Seller
              instructor equals the actual number of trainees attending the
              course or a minimum of six (6) trainee days and a maximum of
              eight (8) trainee days.

       (iii)  For instruction outside of the Seller's training center or
              affiliated training center that is practical training, one (1)
              day of instruction by one (1) Seller instructor equals the actual
              number of trainees attending the course or a minimum of six (6)
              trainee days.

              If training being provided outside of the Seller's training
              center or affiliated training centers specifically at the
              Seller's request, Paragraph 3(i) above shall be applicable to the
              trainee days accounting for such training facility.



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       3      TRAINING AIDS FOR BUYER'S TRAINING ORGANIZATION

       3.1    Delivery

              The Seller shall provide to the Buyer free of charge:

              one (1) Airbus CBT (flight and/or maintenance) related to the
              Aircraft type(s) as covered by this Agreement (including one (1)
              set of CBT Courseware and one (1) set of CBT Software for flight
              and one (1) set of CBT Courseware and one (1) set of CBT Software
              for maintenance, as applicable). The detailed description of the
              Airbus CBT will be provided to the Buyer at the Training
              Conference;

              one (1) Virtual Aircraft (Walk around and Component Location)
              related to the Aircraft type(s) as covered in this Agreement.

              one (1) set of training documentation on CD-ROM;

              one (1) CD-ROM of cockpit panels for training.

       3.2    Revision Service

              The Airbus CBT and Virtual Aircraft in use at the Seller's
              Training Center are revised on a regular basis and such revision
              will be provided to the Buyer during the period when training
              courses provided under this Clause 16 are performed for the Buyer
              or up to three (3) years after initial delivery of the Airbus CBT
              or the Virtual Aircraft to the Buyer under this Agreement,
              whichever occurs first.




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Appendix B to Clause 16

MINIMUM RECOMMENDED QUALIFICATION

IN RELATION TO TRAINING REQUIREMENTS

(Standard Transition Courses)

The prerequisites listed below are the minimum recommended requirements
specified for Airbus training. If the appropriate Aviation Authority or the
specific airline policy of the trainee demands greater or additional
requirements, such requirements will be considered as prerequisites.

- CAPTAIN prerequisites:

.Fluency in English (able to write, read and communicate at an adequately
understandable level in English language)
.Valid and Current Airline Transport Pilot License (ATPL)
.Previously qualified on FAR/EASA/CS 25 aircraft and commercial operations
.Jet experience
.Previous command experience
.1500 hours minimum flying experience as pilot
.1000 hours experience on FAR/JAR 25 aircraft
.200 hours experience as airline, corporate pilot or military pilot
.Must have flown transport type aircraft, as flying pilot, within the last 12
months.

- FIRST OFFICER prerequisites:

.Fluency in English (able to write, read and communicate at an adequately
understandable level in English language)
.Previously qualified on FAR/EASA/CS 25 aircraft and commercial operations
.Aircraft and commercial operations valid and current CPL (Commercial pilot
license) with Instrument rating,
.Jet experience
.500 hours minimum flying experience as pilot of fixed wing aircraft
.300 hours experience on FAR/JAR 25 aircraft
.200 hours flying experience as airline pilot or a corporate pilot or military
pilot
.Must have flown transport type aircraft, as flying pilot, within the last 12
months.

For both CAPTAIN and FIRST OFFICER, if one or several of the above criteria are
not met, the trainee must follow

(i)   an adapted course or

(ii)  an Entry Level Training (ELT) program before entering the regular or the
      adapted course.


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Such course(s), if required, will be at the Buyer's expense.

- FIRST TYPE RATING COURSE prerequisites:

This course is designed for Ab initio pilots who do not hold an aircraft
type rating on their pilot license.

.Valid and current commercial pilot license
.Valid and current instrument rating on multi engine aircraft at European
standards ATPL written examination
.Fluency in English (able to write, read and communicate at an adequately
understandable level in English language)
.220 hours flying experience as a pilot
.100 hours flying experience as pilot-in-command (PIC)
.25 hours experience on multi-engine aircraft (up to 10 hours can be completed
in a simulator

In addition to the above conditions and in accordance with the Airbus Training
Policy, a pilot applying for a first type rating must have followed a program
equivalent to the "Airbus Entry Level Training (ELR) program" (combined MCC and
Jet familiarization course). Such course, if required, will be at the Buyer's
expense.

- CCQ ADDITIONAL prerequisites:

.Captain or First officer prerequisites as applicable
.Be qualified and current on the base aircraft type
.150 hours minimum and 3 months minimum of operations on the base aircraft type

- TRI COURSE ADDITIONAL prerequisites

In addition to the prerequisites set forth for the Flight Crew Standard
Transition Course, it is the responsibility of the Buyer to:

.select instructor candidate(s) with airmanship and behavior corresponding to
the role and responsibility of an airline instructor
.designate instructor candidate(s) with the Airbus prerequisite, which
corresponds to the JAR requirements (ref JAR - FCL 1 - Requirements/ Subparts H
- Instructor rating (Aeroplane)

- PERFORMANCE AND OPERATIONS prerequisites:

.Fluent in English (able to write, read and communicate at an adequately
understandable level in English language)
.All other prerequisites, depending upon type of training course selected, will
be provided by Seller to the Buyer during the Training Conference




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- MAINTENANCE PERSONNEL prerequisites:

(i)     For all Maintenance courses:

        Trainees must be fluent in English (able to write, read and communicate
        at an adequately understandable level in English language) and have
        technical experience in the line and/or base maintenance of commercial
        jet aircraft

(ii)    For Aircraft Rigging Courses:

        Qualification on the related systems Airbus aircraft family as aviation
        maintenance technician (AMT) or holder of a basis"B1" license or
        equivalent

(iii)   For Maintenance Initial Operating Experience Courses:

        Personnel attending this training course must have successfully
        completed the theoretical training element of the related Aircraft type
        course

(iv)    For Maintenance Training Difference Courses:

        In addition to the Maintenance Personnel prerequisites in (i), (ii) and
        (iii) above, trainees must be currently qualified and operating on the
        base Aircraft.



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17 -    SUPPLIER PRODUCT SUPPORT

17.1    Equipment Supplier Product Support Agreements

17.1.1  The Seller will at no charge to the Buyer transfer to the Buyer the
        Supplier Product Support Agreements transferable to the Buyer from
        Suppliers of seller furnished equipment listed in the Specification.
        These agreements are based on the "World Airlines and Suppliers Guide"
        and include Supplier commitments contained in the Supplier Product
        Support Agreements, which include the following:

        (i) Technical data and manuals required to operate, maintain, service
        and overhaul the Supplier items that will (a) be prepared in accordance
        with the provisions of the applicable ATA Specification in accordance
        with Clause 14, (b) include revision service, and (c) be published in
        the English language.

        (ii) Warranties and guarantees, including Suppliers' standard
        warranties, and in the case of Suppliers of landing gear, service life
        policies for selected landing gear structures,

        (iii) Training to ensure efficient operation, maintenance and overhaul
        of the Suppliers' items for the Buyer's instructors, shop and line
        service personnel,

        (iv) Spares data in compliance with ATA Specification 200 or 2000,
        initial provisioning recommendations, spares and logistics service,
        including routine and emergency deliveries, and

        (v) Technical service to assist the Buyer with maintenance, overhaul,
        repair, operation and inspection of Supplier items as well as required
        tooling and spares provisioning.

17.2    Supplier Compliance

        The Seller will monitor Supplier compliance with support commitments
        defined in the Supplier Product Support Agreements.





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18 -   BUYER FURNISHED EQUIPMENT

18.1   Administration

18.1.1 Without additional charge and in accordance with the Specification, the
       Seller provide for the installation of the Buyer Furnished Equipment
       ("BFE"), provided that the BFE is referred to in the Airbus BFE catalog
       of approved suppliers by products valid at the time the BFE is ordered.

       The Seller will advise the Buyer of the dates by and location to which,
       in the planned release of engineering for the Aircraft, the Seller
       requires a written detailed engineering definition, (the "BFE
       Definition"). This BFE Definition will include the definition of the
       dimensions and weight of BFE, the information related to its
       certification and information necessary for the installation and
       operation thereof. The Buyer will furnish such BFE Definition by the
       dates specified. Thereafter, no information, dimensions or weights will
       be revised except by an SCN executed in accordance with Clause 2.

       The Seller will also provide the Buyer in due time with a schedule of
       dates and shipping addresses for delivery of BFE, including, additional
       spare BFE (if such spare BFE has been requested by the Seller) in order
       to permit installation of the BFE in the Aircraft and delivery of the
       Aircraft in accordance with the delivery schedule. The Buyer will
       provide the BFE by such dates in a serviceable condition, to allow
       performance of any assembly, test, or acceptance process in accordance
       with the Seller's industrial schedule.

       The Buyer will also arrange, when requested by the Seller, at the
       Seller's facilities in Toulouse, France or Hamburg, as applicable and
       needed, 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 BFE will be imported into France or into Germany by the Buyer under
       a suspensive customs system ("Regime de l'entrepot industriel pour
       fabrication coordonnee" or "Zollverschluss") without application of any
       French or German tax or customs duty, and will be Delivered Duty Unpaid
       (DDU) (as defined in Incoterms 2000:ICC Official Rules for the
       Interpretation of Trade Terms, published by the International Chamber of
       Commerce), to

                              AIRBUS FRANCE S.A.S.
                              316 Route de Bayonne
                                 31300 TOULOUSE
                                     FRANCE

                                       or


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                            AIRBUS DEUTSCHLAND GMBH
                         Division Hamburger Flugzeugbau
                                  Kreetslag 10
                                 21129 HAMBURG
                                    GERMANY

18.1.3 If the Buyer requests the Seller to supply directly certain items that
       are considered 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 under the
       terms of a separate agreement entered into between the Buyer and the
       relevant BFE Supplier such items subject to the execution of an SCN
       reflecting the effect on price, escalation adjustment, and any other
       conditions of the Agreement. In such case the Seller will be entitled to
       the payment of a reasonable handling charge and will bear no liability
       in respect of delay and product support commitments for such items.

18.2   Requirements

       The Buyer is responsible for assuring and warranting, at its expense,
       that BFE will (i) be manufactured by a qualified supplier in accordance
       with the provisions of Clause 18.1.1 above, (ii) meet the requirements
       of the applicable Specification, (iii) comply with applicable
       requirements incorporated by reference to the Type Certificate and
       listed in the Type Certificate Data Sheet, and (iv) be approved by the
       applicable Aviation Authority delivering the Export Certificate of
       Airworthiness and by the Buyer's Aviation Authority for installation and
       use on the Aircraft at the time of Delivery of such Aircraft. The Seller
       will be entitled to refuse any item of BFE that it considers
       incompatible with the Specification, the Engineering Definition or the
       certification requirements.

18.3   Buyer's Obligation and Seller's Remedies

18.3.1 Any delay or failure in

       (i)    furnishing the BFE in serviceable condition at the requested
              delivery date,

       (ii)   complying with the warranty in Clause 18.2 or in providing the
              BFE Definition or field service support mentioned in Clause
              18.1.1, or

       (iii)  in obtaining any required approval for such equipment under the
              above mentioned Aviation Authority's regulations

       may delay the performance of any act to be performed by the Seller and
       cause the Final Contract Price of the Aircraft to be adjusted in
       accordance with the updated delivery schedule, and result in additional
       costs to be incurred by the


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       Seller. Any costs the Seller incurs that are attributable to the delay or
       failure described above, such as storage, taxes, insurance and costs of
       out-of sequence installation will be borne by the Buyer.

18.3.2 In addition to the consequences outlined in Clause 18.3.1, in the event
       of a delay or failure described in Clause 18.3.1,

       (i) the Seller may select, purchase and install equipment similar to the
       BFE at issue, in which event the Final Contract Price of the affected
       Aircraft will also be increased by the purchase price of such equipment,
       and the Buyer will be responsible for the reasonable costs and expenses
       incurred by the Seller for handling charges, transportation, insurance,
       packaging and, if required and not already provided for in the price of
       the Aircraft, for adjustment and calibration; or

       (ii) if the BFE is delayed more than thirty (30) days beyond, or
       unapproved within thirty (30) days of the date specified in Clause
       18.1.1, then the Seller may deliver or the Buyer may elect to have the
       Aircraft delivered without the installation of such equipment,
       notwithstanding the terms of Clause 7.2 insofar as it may otherwise have
       applied, whereon the Seller will be relieved of all obligations to
       install such equipment.

18.4   Title and Risk of Loss

       Title to and risk of loss of BFE will at all times remain with the
       Buyer, except that risk of loss (limited to cost of replacement of said
       BFE and excluding in particular loss of use) will be with the Seller for
       as long as the BFE is in the care, custody and control of the Seller.

18.5   Disposition of BFE Following Termination

18.5.1 If a termination of this Agreement pursuant to the provisions of Clause
       21 occurs with respect to an Aircraft in which all or any part of the
       BFE has been installed prior to the date of such termination, the Seller
       will be entitled, but not required, to remove all items of BFE that can
       be removed without damage to the Aircraft and to undertake commercially
       reasonable efforts to facilitate the sale of such items of BFE to other
       customers, retaining and applying the proceeds of such sales to reduce
       Seller's damages resulting from the termination.

18.5.2 The Buyer will cooperate with the Seller in facilitating the sale of BFE
       pursuant to Clause 18.5.1 and will be responsible for all costs incurred
       by the Seller in removing and facilitating the sale of such BFE. The
       Buyer will reimburse the Seller for all such costs within five (5)
       Business Days of receiving documentation of such costs from the Seller.


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18.5.3 The Seller will notify the Buyer as to those items of BFE not sold by
       the Seller pursuant to Clause 18.5.1 above and, at the Seller's request,
       the Buyer will undertake to remove such items from the Seller' facility
       within thirty (30) days of the date of such notice. The Buyer will have
       no claim against the Seller for damage or destruction of any item of BFE
       removed from the Aircraft and not removed from Seller's facility within
       such period.

18.5.4 The Buyer will have no claim against the Seller for damage to or
       destruction of any item of BFE damaged or destroyed in the process of
       being removed from the Aircraft, provided that the Seller will use
       reasonable care in such removal.

18.5.5 The Buyer will grant title to the Seller for any BFE items that cannot
       be removed from the Aircraft without causing damage to the Aircraft or
       rendering any system in the Aircraft unusable.



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19 -   INDEMNITIES AND INSURANCE

19.1   Seller's Indemnities

       The Seller will, except in the case of gross negligence or willful
       misconduct of the Buyer, its directors, officers, agents and/or
       employees, be solely liable for and will indemnify and hold the Buyer,
       its Affiliates, its subcontractors, and each of their respective
       directors, officers, agents, employees and insurers harmless against all
       losses, liabilities, claims, damages, costs and expenses, including
       court costs and reasonable attorneys' fees ("Losses"), arising from:

       (a)claims for injuries to, or death of, the Seller's directors,
       officers, agents or employees, or loss of, or damage to, property of the
       Seller or its employees when such Losses occur during or are incidental
       to either party's exercise of any right or performance of any obligation
       under this Agreement, and

       (b)claims for injuries to, or death of, third parties, or loss of, or
       damage to, property of third parties, occurring during or incidental to
       the Technical Acceptance Process.

19.2   Buyer's Indemnities

       The Buyer will, except in the case of gross negligence or willful
       misconduct of the Seller, its directors, officers, agents and/or
       employees, be solely liable for and will indemnify and hold the Seller,
       its Affiliates, its subcontractors, and each of their respective
       directors, officers, agents, employees and insurers, harmless against
       all Losses arising from:

       claims for injuries to, or death of, the Buyer's directors, officers,
       agents or employees, or loss of, or damage to, property of the Buyer or
       its employees, when such Losses occur during or are incidental to either
       party's exercise of any right or performance of any obligation under
       this Agreement, and

       claims for injuries to, or death of, third parties, or loss of, or
       damage to, property of third parties, occurring during or incidental to
       (i) the provision of Seller Representatives services under Clause 15 or
       (ii) the provision of Aircraft Training Services to the Buyer.



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19.3   Notice and Defense of Claims

       If any claim is made or suit is brought against a party or entity
       entitled to indemnification under this Clause 19 (the "Indemnitee") for
       damages for which liability has been assumed by the other party under
       this Clause 19 (the "Indemnitor"), the Indemnitee will promptly give
       notice to the Indemnitor and the Indemnitor (unless otherwise requested
       by the Indemnitee) will assume and conduct the defense, or settlement,
       of such claim or suit, as the Indemnitor will deem prudent. Notice of
       the claim or suit will be accompanied by all information pertinent to
       the matter as is reasonably available to the Indemnitee and will be
       followed by such cooperation by the Indemnitee as the Indemnitor or its
       counsel may reasonably request, at the expense of the Indemnitor.

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

19.4   Insurance

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

       cause the Seller, its Affiliates, its subcontractors and each of their
       respective directors, officers, agents and employees to be named as
       additional insured under the Buyer's Comprehensive Aviation Legal
       Liability insurance policies, including War Risks and Allied Perils
       (such insurance to include the AVN 52E Extended Coverage Endorsement or
       any further Endorsement replacing AVN 52E as may be available as well as
       any excess coverage in respect of War and Allied Perils Third Parties
       Legal Liabilities Insurance), and

       with respect to the Buyer's Hull All Risks and Hull War Risks insurances
       and Allied Perils, cause the insurers of the Buyer's hull insurance
       policies to waive all rights of subrogation against the Seller, its
       Affiliates, its subcontractors and each of their respective directors,
       officers, agents, employees and insurers.

       Any applicable deductible will be borne by the Buyer. The Buyer will
       furnish to the Seller, not less than seven (7) working days prior to the
       start of any Aircraft Training Services, certificates of insurance, in
       English, evidencing the limits of liability cover and period of
       insurance coverage in a form acceptable to the Seller from the Buyer's
       insurance broker(s), certifying that such policies have been endorsed as
       follows:


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       under the Comprehensive Aviation Legal Liability Insurances, the Buyer's
       policies are primary and non-contributory to any insurance maintained by
       the Seller,

       such insurance can only be cancelled or materially altered by the giving
       of not less than thirty (30) days (but seven (7) days or such lesser
       period as may be customarily available in respect of War Risks and
       Allied Perils) prior written notice thereof to the Seller, and

       under any such cover, all rights of subrogation against the Seller, its
       Affiliates, its subcontractors and each of their respective directors,
       officers, agents, employees and insurers have been waived.



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20 -   ASSIGNMENTS AND TRANSFERS

20.1   Assignments by Buyer

       Except as hereinafter provided, the Buyer may not sell, assign or
       transfer its rights or obligations under this Agreement to any person
       without the prior written consent of the Seller.

20.2.1 Assignments for Delivery Financing

       The Buyer shall be entitled to assign its rights under this Agreement at
       any time in connection with the financing of its obligation to pay the
       Final Price subject to such assignment being in form and substance
       reasonably acceptable to the Seller.

20.2.2 Assignments for Predelivery Payment Financing

       The Buyer shall be entitled to assign its rights under this Agreement at
       any time in connection with the financing of its obligation to pay the
       Predelivery Payment subject to such assignment being in form and
       substance reasonably acceptable to the Seller.

20.3   Assignments on Sale, Merger or Consolidation

       The Buyer will be entitled to assign its rights under this Agreement at
       any time due to a merger, consolidation or a sale of all or
       substantially all of its assets, provided the Buyer first obtains the
       written consent of the Seller. The Seller will provide its consent if

       (i)    the surviving or acquiring entity is organized and existing under
              the laws of the United States, Ireland or another country
              reasonably acceptable to the Seller;

       (ii)   the surviving or acquiring entity has executed an assumption
              agreement, in form and substance reasonably acceptable to the
              Seller, agreeing to assume all of the Buyer's obligations under
              this Agreement;

       (iii)  at the time, and immediately following the consummation, of the
              merger, consolidation or sale, no event of default exists or will
              have occurred and be continuing;

       (iv)   there exists with respect to the surviving or acquiring entity no
              basis for a Termination Event;

       (v)    the surviving or acquiring entity substantially remains an
              operating lessor or wholly-owned subsidiary of an operating lessor
              at the time, and


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              immediately following the consummation, of such sale, merger or
              consolidation; and

       (vi)   immediately following the sale, merger or consolidation, in a
              financial condition at least equal to that of the Buyer at time
              of execution of the Agreement.

20.4   Designations by Seller

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

20.5   Transfer of Rights and Obligations upon Reorganization

       In the event that the Seller is subject to a corporate restructuring
       having as its object the transfer of, or succession by operation of law
       in, all or substantially all of its assets and liabilities, rights and
       obligations, including those existing under this Agreement, to a person
       ("the Successor") that is an Affiliate of the Seller at the time of that
       restructuring, for the purpose of the Successor carrying on the business
       carried on by the Seller at the time of the restructuring, such
       restructuring will be completed without consent of the Buyer following
       notification by the Seller to the Buyer in writing. The Buyer recognizes
       that succession of the Successor to the Agreement by operation of law,
       which is valid under the law pursuant to which that succession occurs,
       will be binding upon the Buyer.




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21 -   TERMINATION

21.1   Termination Events

       Each of the following will constitute a  "Termination Event"

       (1) The Buyer or any of its Affiliates commences in any jurisdiction any
       case, proceeding or other action with respect to the Buyer or any of its
       Affiliates or their properties relating to bankruptcy, insolvency,
       reorganization, winding-up, liquidation, dissolution or other relief
       from, or with respect to, or readjustment of, its debts or obligations.

       (2) An action is commenced in any jurisdiction seeking the appointment
       of a receiver, trustee, custodian or other similar official for the
       Buyer or any of its respective Affiliates or for all or any substantial
       part of their respective assets, and such action remains unstayed,
       undismissed or undischarged for sixty (60) days, or the Buyer or any of
       its Affiliates makes a general assignment for the benefit of its
       creditors.

       (3) An action is commenced in any jurisdiction against the Buyer or any
       of its respective Affiliates seeking issuance of a warrant of
       attachment, execution, distraint or similar process against all or any
       substantial part of their respective assets, and such action remains
       unstayed, undismissed or undischarged for sixty (60) days.

       (4) The Buyer or any of its Affiliates becomes the object, in any
       jurisdiction, of a case, proceeding or action similar or analogous to
       any of the events mentioned in Clause 21.1. (1), (2) or (3).

       (5) The Buyer or any of its Affiliates is generally not able, or is
       expected to be unable to, or will admit in writing its inability to, pay
       its debts as they become due.

       (6) The Buyer or any of its Affiliates commences negotiations with
       significant creditors, existing or potential, either with the intention
       of restructuring all or a substantial part of all of its outstanding
       obligations or in preparation for a bankruptcy filing under the U.S.
       Bankruptcy Code.

       (7) The Buyer or any of its Affiliates fails to make payment of (i) any
       payment required to be made under this Agreement or any other material
       agreement between the Buyer or any of its Affiliates and the Seller or
       any of its Affiliates when such payment is due, (ii) any Predelivery
       Payment required to be made under this Agreement when such payment is
       due, or (iii) payment of all or part of the Final Contract Price of any
       Aircraft required to be made under this Agreement.


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       (8) The Buyer repudiates, cancels or terminates this Agreement in whole
       or in part.

       (9) The Buyer defaults in its obligation to take delivery of an Aircraft
       as provided in Clause 9.2.

       (10) The Buyer or any of its Affiliates defaults in the observance or
       performance of any other covenant, undertaking or obligation contained
       in this Agreement or any other material agreement between the Buyer or
       its Affiliates, on the one hand, and the Seller or its Affiliates on the
       other hand, provided that, if such breach or default is capable of being
       cured and such breach or default is not cured within any specified cure
       period, or if no cure period is specified, within ten (10) days of such
       breach or default.

       (11) Any other event that the parties will agree in writing constitutes
       a Termination Event hereunder.

21.2   If a Termination Event occurs, the Buyer will be in material breach of
       this Agreement, and the Seller will have the right to resort to any
       remedy under applicable law, and may, without limitation, by written
       notice to the Buyer, immediately:

       Elect to: (i) suspend its performance under this Agreement with respect
       to any or all Aircraft, (ii) reschedule the Scheduled Delivery Month of
       any or all Aircraft remaining to be delivered under this Agreement,
       (iii) reschedule the date for performance under this Agreement with
       respect to any or all equipment, services, data and other items, and/or
       (iv) cancel or terminate this Agreement (a "Termination") with respect
       to any or all Aircraft, and/or equipment, services, data and/or other
       items related thereto or terminate; and

       claim and receive payment from the Buyer of a sum equal to Seller's
       actual damages resulting from Seller's exercise of the remedies set
       forth in the foregoing 21 (2) (i), (ii) or (iii) and, in the case of a
       Termination under the foregoing 21 (2) (iv) only, the Seller will in
       lieu of actual damage be entitled to receive payment from the Buyer, as
       liquidated damages and not as a penalty, an amount equal to, for each
       Affected Aircraft (as defined below), the sum of:

             the greater of

                (i) all Predelivery Payments previously received by the Seller
                from the Buyer under this Agreement with respect to such
                Affected Aircraft and

                (ii) the amount set forth as follows:



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                     if the Applicable Date (as defined below) occurs before
                     the first day of the 48th month prior to the Scheduled
                     Delivery Month of such Aircraft: six percent (6) of the
                     Escalated Price per such Aircraft,

                     b. if the Applicable Date occurs on or after the first day
                     of the 36th month but before the first day of the 30th
                     month prior to the Scheduled Delivery Month of such
                     Aircraft: twelve percent (12) of the Escalated Price per
                     such Aircraft,

                     if the Applicable Date occurs on or after the first day of
                     the 30th month but before the first day of the 24th month
                     prior to the Scheduled Delivery Month of such aircraft:
                     eighteen percent (18) of the Escalated Price per such
                     Aircraft,

                     if the Applicable Date occurs on or after the first day of
                     the 24th month but before the first day of the 18th month
                     prior to the Scheduled Delivery Month of such Aircraft:
                     twenty-four percent (24) of the Escalated Price per such
                     Aircraft,

                     if the Applicable Date occurs if on or after the first day
                     of the 12th month before Scheduled Delivery Month but
                     before the Delivery Date of such Aircraft: thirty percent
                     (30) of the Escalated Price per such Aircraft, and

                (B) interest on the foregoing amounts at the rate of 1.5% per
                month from the relevant Applicable Date to the date of actual
                payment of such amount.

       (3)Liquidated damages will be payable by Buyer promptly, and in any
       event within ten (10) days of the date of written notice and demand
       therefor from Seller, such demand to set forth in reasonable detail the
       calculation of such liquidated damages and to identify the Termination
       Event upon which the Seller is relying. The parties agree that the
       remedy of liquidated damages is not to be denied to the Seller due to
       the inability of Seller to deliver a notice and demand for payment
       thereof due to the operation of law following a bankruptcy or other
       Termination Event under Clause 21.1.(1) - (4). The parties further agree
       that in circumstances where a Termination Event has occurred and the
       Seller does not cancel this Agreement as to any or all Aircraft, but
       instead seeks to recover its actual damages resulting therefrom, the
       amount of actual damages payable by the Buyer will not exceed the amount
       of liquidated damages that could have been claimed by Seller pursuant to
       Clause 21.2 (2) had the Seller elected to claim, as a result of such
       Termination Event, liquidated damages pursuant to Clause 21.2 (2).

       (4)The parties to this Agreement are commercially sophisticated parties
       represented by competent counsel. The parties expressly agree and
       declare that damages for material breach of this Agreement by the Buyer


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       resulting in a Termination of this Agreement as to any or all Aircraft
       have been liquidated at amounts which are reasonable in light of the
       anticipated or actual harm caused by the Buyer's breach, the
       difficulties of proof of loss and the nonfeasibility of otherwise
       obtaining an adequate remedy. It is understood and agreed by the parties
       that the amount of liquidated damages set forth herein is the total
       amount of monetary damages, no more and no less, to which the Seller
       will be entitled for and with respect to any Aircraft as recovery for
       material breach of this Agreement by Buyer resulting in a Termination by
       the Seller of this Agreement as to such Aircraft.

21.3   For purposes of this Clause 21, the terms "Affected Aircraft",
       "Applicable Date and "Escalated Price" are defined as follows:

       (i) "Affected Aircraft" -any or all Aircraft with respect to which the
       Seller has cancelled or terminated this Agreement pursuant to Clause 21.
       2 (1) (iv),

       (ii) "Applicable Date" - for any Affected Aircraft the date of the
       Termination Event which the Seller specifies in its notice and demand
       for payment of liquidated damages delivered under Clause 21.2 (3).

       (iii) "Escalated Price" - the sum of (i) the Base Price of the Airframe,
       (ii) the Base Price of SCNs and MSCNs entered into after the date of
       this Agreement, and (iii) the Reference Price of the Propulsion Systems,
       all as escalated to the Applicable Date in accordance with the
       provisions of Clause 4.

21.4.  Promptly upon becoming aware of the occurrence of a Termination Event by
       the Buyer, the Buyer will notify the Seller of such occurrence in
       writing, provided, that any failure by the Buyer to notify the Seller
       will not prejudice the Seller's rights or remedies hereunder.

21.5   If at any time prior to scheduled Delivery Date of an Aircraft, the
       Seller has reasonable grounds for insecurity as to the ability of the
       Buyer to perform its obligation to take Delivery of such Aircraft, then
       the Seller will send the Buyer a written demand for adequate assurance
       of performance. If adequate assurance acceptable to the Seller is not
       received within thirty (30) days following the date of such written
       demand, then the Seller will have the right to either (a) exercise the
       remedies provided under Section 2-609 of the Uniform Commercial Code or
       (b) exercise any of its remedies under Clause 21.2.

21.6   Information Covenants

       The Buyer hereby covenants and agrees that, from the date of this
       Agreement until no further Aircraft are to be delivered hereunder, the
       Buyer will furnish or cause to be furnished to the Seller, within ninety
       (90) days of the end of the financial reporting period, the following:

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              (a) Annual Financial Statements. For any relevant reporting
              period during which shares in Aircastle Limited are not
              publically traded, the consolidated balance sheet of Aircastle
              Limited and its Subsidiaries, as at the end of such fiscal year
              and the related consolidated statements of operations, of common
              stockholders' equity (deficit) (in the case of Aircastle Limited
              and its Subsidiaries) and of cash flows for such fiscal year,
              setting forth comparative consolidated figures as of the end of
              and for the preceding fiscal year, and examined by any firm of
              independent public accountants of recognized standing selected by
              Aircastle Limited and reasonably acceptable to the Seller, whose
              opinion will not be qualified as to the scope of audit or as to
              the status of Aircastle Limited as a going concern, and (ii) a
              certificate of such accounting firm stating that its audit of the
              business of Aircastle Limited was conducted in accordance with
              generally accepted auditing standards.

              (b) Quarterly Financial Statements. For any relevant reporting
              period during which shares in Aircastle Limited are not
              publically traded, the consolidated balance sheet of Aircastle
              Limited and its Subsidiaries, as at the end of such quarterly
              period and the related consolidated statements of operations for
              such quarterly period and for the elapsed portion of the fiscal
              year ended with the last day of such quarterly period and in each
              case setting forth comparative consolidated figures as of the end
              of and for the related periods in the prior fiscal year, all of
              which will be certified by an Authorized Officer of Aircastle
              Limited, subject to changes resulting from audit and normal
              year-end audit adjustments.

              For the purposes of this Clause 21, (x) an "Authorized Officer"
              of the Buyer will mean the Chief Executive Officer or the Chief
              Financial Officer and above who reports directly or indirectly to
              the Chief Financial Officer and (y) "Subsidiaries" will mean, as
              of any date of determination, those companies owned by the Buyer
              whose financial results the Buyer is required to include in its
              statements of consolidated operations and consolidated balance
              sheets.


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22 -   MISCELLANEOUS PROVISIONS

22.1   Data Retrieval

       On the Seller's reasonable request, the Buyer will provide the Seller
       with all the necessary data, as customarily compiled by the Buyer and
       pertaining to the operation of the Aircraft, to assist the Seller in
       making an efficient and coordinated survey of all reliability,
       maintenance, operational and cost data with a view to improving the
       safety, availability and operational costs of the Aircraft.

22.2   Notices

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

       The Seller will be addressed at:

         1, rond-point Maurice Bellonte
         31700 Blagnac, France
         Attention:  Director - Contracts

         Telephone: 33 05 61 30 40 12
         Telecopy:  33 05 61 30 40 11

       The Buyer will be addressed at:

         AYR FREIGHTER LLC
         c/o Aircastle Advisor LLC
         300 Stamford Place
         Fifth Floor
         Stamford CT 06902
         USA
         Attention  General Counsel

         Fax: +1 (917) 591-9106

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



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22.3   Waiver

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

22.4   International Supply Contract

       The Buyer and the Seller recognize that this Agreement is an
       international supply contract which has been the subject of discussion
       and negotiation, that all its terms and conditions are fully understood
       by the parties, and that the Specification and price of the Aircraft and
       the other mutual agreements of the parties set forth hereof specifically
       including all waivers, releases and remunerations by the Buyer set out
       herein.

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

22.5   Certain Representations Of The Parties

22.5.1 Buyer's Representations

       The Buyer represents and warrants to the Seller:

       (i) the Buyer is a limited liability company organized and existing in
       good standing under the laws of the State of Delaware and has the
       corporate power and authority to enter into and perform its obligations
       under this Agreement;

       (ii) neither the execution and delivery by the Buyer of this Agreement,
       nor the consummation of any of the transactions by the Buyer
       contemplated thereby, nor the performance by the Buyer of the
       obligations thereunder, constitutes a breach of any agreement to which
       the Buyer is a party or by which its assets are bound;

       (iii) this Agreement has been duly authorized, executed and delivered by
       the Buyer and constitutes the legal, valid and binding obligation of the
       Buyer enforceable against the Buyer in accordance with its terms.

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22.5.2 Seller's Representations

       The Seller represents and warrants to the Buyer:

       (i) the Seller is organized and existing in good standing under the laws
       of the Republic of France and has the corporate power and authority to
       enter into and perform its obligations under the Agreement;

       (ii) neither the execution and delivery by the Seller of this Agreement,
       nor the consummation of any of the transactions by the Seller
       contemplated thereby, nor the performance by the Seller of the
       obligations there under, constitutes a breach of any agreement to which
       the Seller is a party or by which its assets are bound;

       (iii) this Agreement has been duly authorized, executed and delivered by
       the Seller and constitutes the legal, valid and binding obligation of
       the Seller enforceable against the Seller in accordance with its terms.

22. 6  Interpretation And Law

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

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

22.6.1 The Buyer for itself and its successors and assigns hereby designates
       and appoints the Secretary of the Buyer duly elected from time to time
       as its legal agent and attorney-in-fact upon whom all processes against
       the Buyer in any suit, action or proceeding in respect of any matter as
       to which it has submitted to jurisdiction under Clause 22.6 may be

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       served with the same effect as if the Buyer were a corporation organized
       under the laws of the State of New York and had lawfully been served
       with such process in such state, it being understood that such
       designation and appointments will become effective without further
       action on the part of its Corporate Secretary.

22.6.2 The assumption in Clause 22.6.1 made for the purpose of effecting the
       service of process will not affect any assertion of diversity by either
       party hereto initiating a proceeding in the New York Federal Courts or
       seeking transfer to the New York Federal Courts on the basis of
       diversity.

22.6.3 Service of process in any suit, action or proceeding in respect of any
       matter as to which the Seller or the Buyer has submitted to jurisdiction
       under Clause 22.6 (i) may be made on the Seller by delivery of the same
       personally or by dispatching the same via Federal Express, UPS, or
       similar international air courier service prepaid to, CT Corporation,
       New York City offices as agent for the Seller, it being agreed that
       service upon CT Corporation will constitute valid service upon the
       Seller or by any other method authorized by the laws of the State of New
       York, and (ii) may be made on the Buyer by delivery of the same
       personally or by dispatching the same by Federal Express, UPS, or
       similar international air courier service prepaid to: General Counsel,
       Aircastle Advisor Limited, 300 Stamford Place, 5th Floor, Stamford, CT
       06902 or by any other method authorized by the laws of the State of New
       York.

22.6.4 Headings

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

22.7   Waiver of Jury Trial

       EACH OF THE PARTIES HERETO WAIVES ITS RIGHT TO TRIAL BY JURY IN ANY
       LITIGATION ARISING OUT OF OR RELATING TO THIS AGREEMENT AND FOR ANY
       COUNTERCLAIM OR CROSS-CLAIM THEREIN.

22.8   No Representations outside of this Agreement.

       The parties declare that, prior to the execution of this Agreement, they,
       with the advice of their respective counsel, apprised themselves of
       sufficient relevant data in order that they might intelligently exercise
       their own judgments in deciding whether to execute this Agreement and in
       deciding on the contents of this Agreement. Each party further declares
       that its decision to execute this Agreement is not predicated on or
       influenced by any declarations or representations by any other person,
       party, or any predecessors in interest, successors, assigns, officers,
       directors, employees, agents or attorneys of any said person or party,
       except as set forth in this Agreement. This Agreement resulted from
       negotiation involving counsel for all of the parties hereto and no


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<PAGE>


       term herein will be construed or interpreted against any party under the
       contra proferentem or any related doctrine.

22.9   Confidentiality

       This Agreement including any Exhibits, other documents or data exchanged
       between the Buyer and the Seller for the fulfillment of their respective
       obligations under the Agreement 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 administration and/or implementation hereof, or, in the
       case of the Buyer, to the employees or directors of Aircastle Advisor
       LLC and Fortress Investment Group involved in the administration and/or
       implementation hereof.

       In particular, both parties agree:

       (i)    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 written consent of the other
              party hereto and,

       (ii)   that any and all terms and conditions of the transaction
              contemplated in this Agreement are strictly personal and
              exclusive to the Buyer, including in particular, but not limited
              to, the Aircraft pricing (the "Personal Information"). The Buyer
              therefore agrees to enter into consultations with the Seller
              reasonably in advance of any required disclosure of Personal
              Information to financial institutions, including operating
              lessors, investment banks and their agents or other relevant
              institutions for aircraft sale and leaseback or any other
              Aircraft or Predelivery Payment financing purposes (the
              "Receiving Party").

       Without prejudice to the foregoing, any disclosure of Personal
       Information to a Receiving Party shall be subject to written agreement
       between the Buyer and the Seller, including in particular, but not
       limited to:

              the contact details of the Receiving Party,
              the extent of the Personal Information subject to disclosure,
              the Aircraft pricing to be provided to the Receiving Party.

       Furthermore, the Buyer shall use its best efforts to limit the
       disclosure of the contents of this Agreement to the extent legally
       permissible in any filing required to be made by the Buyer with any
       governmental or regulatory agency. The Buyer agrees that prior to any
       such disclosure or filing, the Seller and the Buyer shall jointly review
       and use reasonable efforts agree on the terms and conditions of the
       document to be filed or disclosed.

       The provisions of this Clause 22.9 shall survive any termination of this
       Agreement for a period of eight (8) years.


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22.10  Severability

       If any provision of this Agreement should for any reason be held
       ineffective, the remainder of this Agreement will remain in full force
       and effect. To the extent permitted by applicable law, each party hereto
       hereby waives any provision of law that renders any provision of this
       Agreement prohibited or unenforceable in any respect.

22.11  Entire Agreement

       This Agreement contains the entire agreement between the parties with
       respect to the subject matter hereof and thereof and supersedes any
       previous understanding, commitments or representations whatsoever,
       whether oral or written. This Agreement will not be amended or modified
       except by an instrument in writing of even date herewith or subsequent
       hereto executed by both parties or by their fully authorized
       representatives.

22.12  Inconsistencies

       In the event of any inconsistency between the terms of this Agreement
       and the terms contained in either (i) the Specification, or (ii) any
       other Exhibit, in each such case the terms of this Agreement will
       prevail over the terms of the Specification or any other Exhibit. For
       the purpose of this Clause 22.12, the term Agreement will not include
       the Specification or any other Exhibit hereto.

22.13  Language

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

22.14  Incidental and Consequential Damages

       The parties agree that in no case will either of them be liable to the
       other for any incidental or consequential damages for any breach of this
       Agreement.

22.15  Counterparts

       This Agreement may be executed by the parties hereto in separate
       counterparts, each of which when so executed and delivered will be an
       original, but all such counterparts will together constitute but one and
       the same instrument.



AYR FREIGHTER LLC - A330-200F - June 2007                                   116
<PAGE>


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

AYR FREIGHTER LLC                        AIRBUS S.A.S.


Name:  /s/ Ron Wainshal                  Name: /s/ Christophe Mourey
       ----------------                        ---------------------
Title: Authorized Signatory              Title: Senior Vice President Contracts




AYR FREIGHTER LLC - A330-200F - June 2007                                   117




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