O N T E N T S. CLAUSE HEADING PAGE ------ ------- ---- 1. INTERPRETATION 1
O N T E N T S. Section Page Section 1. Guaranty; Limitation of Liability 1 Section 2. Guaranty Absolute 2 Section 3. Waivers and Acknowledgments 3 Section 4. Subrogation 4 Section 5. Payments Free and Clear of Taxes, Etc. 5 Section 6. Representations and Warranties 5 Section 7. Covenants 6 Section 8. Amendments, Guaranty Supplements, Etc. 6 Section 9. Notices, Etc. 7 Section 10. No Waiver; Remedies 7 Section 11. Right of Set-off 7 Section 12. Indemnification 7 Section 13. Continuing Guaranty; Assignments under the Credit Agreement 8 Section 14. Execution in Counterparts 9 Section 15. Governing Law; Jurisdiction; Waiver of Jury Trial, Etc. 9 Exhibit A - Guaranty Supplement Guaranty DOMESTIC GUARANTY DOMESTIC GUARANTY (this “Guaranty”) dated as of May 12, 2011 made by the Persons listed on the signature pages hereof under the caption “Subsidiary Guarantors” and the Additional Guarantors (as defined in Section 8(b)) (such Persons so listed and the Additional Guarantors being, collectively, the “Guarantors” and, individually, each a “Guarantor”) in favor of the Secured Parties (as defined in the Credit Agreement referred to below).
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O N T E N T S. CLAUSES TITLE PAGE ------- ----- ---- 0 PURCHASE AGREEMENT 3 1 DEFINITIONS 4 2 SALE AND PURCHASE 10 3 CHANGES 11 4 PRICE 13 5 PRICE REVISION 17 6 PAYMENT TERMS 18 7 PLANT REPRESENTATIVES - INSPECTION 20 8 NORTHWEST'S ACCEPTANCE 22 9 DELIVERY 26 10 EXCUSABLE DELAY 28 11 INEXCUSABLE DELAY 32 12 WARRANTIES AND SERVICE LIFE POLICY 34 13 PATENT INDEMNITY 57 14 TECHNICAL PUBLICATIONS 61 15 FIELD ASSISTANCE 62 16 TRAINING AND TRAINING AIDS 63 17 VENDORS' PRODUCT SUPPORT 64 18 BUYER FURNISHED EQUIPMENT AND DATA 65 C O N T E N T S CLAUSES TITLE PAGE ------- ----- ---- 19 ASSIGNMENT 68 20 DATA RETRIEVAL 70 21 TERMINATION FOR CERTAIN EVENTS 71 22 MISCELLANEOUS PROVISIONS 73 iii C O N T E N T S EXHIBITS -------- EXHIBIT A STANDARD SPECIFICATION EXHIBIT B A330-300 OPTIONS SUMMARY EXHIBIT C SCN FORM EXHIBIT D AIRFRAME PRICE REVISION FORMULA EXHIBIT E (GE) GENERAL ELECTRIC PRICE REVISION FORMULA EXHIBIT E (PW) XXXXX & XXXXXXX XXXXX REVISION FORMULA EXHIBIT E (RR) ROLLS XXXXX XXXXX REVISION FORMULA EXHIBIT F CERTIFICATE OF ACCEPTANCE EXHIBIT G SELLER SERVICE LIFE POLICY EXHIBIT H XXXX OF SALE C O N T E N T S LETTER AGREEMENTS -----------------
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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 XXXX OF SALE EXHIBIT F TECHNICAL DATA INDEX EXHIBIT G SELLER PRICE REVISION FORMULA EXHIBIT H PROPULSION SYSTEMS PRICE REVISION FORMULA INTREPID – A330-200F PA - Execution Version – 05/2007 v CONFIDENTIAL AND PROPRIETARY INFORMATION ***** Confidential portions of the material have been omitted and filed separately with the Securities and Exchange Commission. This agreement is made this 30th day of May, 2007 between AIRBUS S.A.S. organized and existing under the laws of the Republic of France, having its registered office located at 0, xxxx-xxxxx Xxxxxxx Xxxxxxxx 31700 BLAGNAC FRANCE (hereinafter referred to as the “Seller”) and INTREPID AVIATION GROUP, LLC, a limited liability company organized and existing under the laws of the State of Delaware, United States of America, having its principal corporate offices located at 000 Xxxxxxx Xxxxxx 00xx Xxxxx Xxx Xxxx, XX 00000 (hereinafter referred to as the “Buyer”)
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O N T E N T S. SECTION PAGE 1 Definitions 1 2 Scope of Agreement 5 3 Requirements and Specifications 9 4 Additional Legal Requirements 17 5 Facilities and Licenses 18 6 Make-Ready Work 20 7 Application Forms and Fees 21 8 Processing of Applications 24 9 Issuance of Licenses 25 10 Construction of Licensee’s Facilities 26 11 Use and Routine Maintenance of Licensee’s Facilities 28 12 Modification and Replacement of Licensee’s Facilities 30 13 Rearrangement of Facilities at Request of Another 30 14 Emergency Repairs and Pole Replacements 32 15 Inspection by AT&T of Licensee’s Facilities 32 16 Notice of Noncompliance 32 17 Unauthorized Occupancy or Utilization of AT&T’s Facilities 34 18 Removal of Licensee’s Facilities 35
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O N T E N T S. EXHIBITS TITLES Exhibit A STANDARD SPECIFICATION Exhibit B1 FORM OF SPECIFICATION CHANGE NOTICE Exhibit B2 FORM OF MANUFACTURER SPECIFICATION CHANGE NOTICE Exhibit B3 […***…] Exhibit C SELLER SERVICE LIFE POLICY – LIST OF ITEMS COVERED Exhibit D FORM OF CERTIFICATE OF ACCEPTANCE Exhibit E FORM OF XXXX OF SALE Exhibit F TECHNICAL DATA INDEX Exhibit G1 SELLER PRICE REVISION FORMULA Exhibit G2 PROPULSION SYSTEMS PRICE REVISION FORMULA Exhibit H MATERIAL SUPPLY AND SERVICES 20130318_CT1242023_PA_A321neo_HAL Page 4 of 109 *** Confidential Treatment Requested This A320 Family Purchase Agreement is entered into as of March 18, 2013 BETWEEN
