A320 FAMILY AIRCRAFT
PURCHASE AGREEMENTBETWEENAIRBUS S. A. S.
as Seller
AND AMERICAN AIRLINES, INC.
as Buyer
目录如下:
详细内容见附件
C O N T E N T S
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0 |
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DEFINITIONS |
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1 |
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1 |
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SALE AND PURCHASE; LEASE |
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10 |
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2 |
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SPECIFICATION |
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10 |
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3 |
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PRICE |
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13 |
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4 |
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PRICE REVISION |
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23 |
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5 |
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PAYMENT TERMS |
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23 |
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6 |
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MANUFACTURE PROCEDURE- INSPECTION |
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27 |
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7 |
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CERTIFICATION |
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28 |
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8 |
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TECHNICAL ACCEPTANCE |
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29 |
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9 |
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DELIVERY |
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31 |
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10 |
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EXCUSABLE DELAY AND TOTAL LOSS |
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32 |
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11 |
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INEXCUSABLE DELAY |
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35 |
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12 |
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WARRANTIES AND SERVICE LIFE POLICY |
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37 |
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13 |
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TRADE SECRET, PATENT AND COPYRIGHT INDEMNITY |
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52 |
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14 |
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TECHNICAL DATA AND SOFTWARE SERVICES |
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55 |
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15 |
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SELLER REPRESENTATIVE SERVICES |
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62 |
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16 |
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TRAINING SUPPORT AND SERVICES |
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64 |
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17 |
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EQUIPMENT SUPPLIER PRODUCT SUPPORT |
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75 |
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18 |
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BUYER FURNISHED EQUIPMENT |
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76 |
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19 |
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INDEMNITIES AND INSURANCE |
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82 |
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20 |
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TERMINATION |
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85 |
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21 |
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ASSIGNMENTS AND TRANSFERS |
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90 |
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22 |
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MISCELLANEOUS PROVISIONS |
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91 |
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EXHIBITS |
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TITLES |
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Exhibit A-1 |
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A319 AIRCRAFT STANDARD SPECIFICATION |
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A320 AIRCRAFT STANDARD SPECIFICATION |
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A321 AIRCRAFT STANDARD SPECIFICATION |
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Exhibit A-2 |
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A319 AIRCRAFT SCN LISTING |
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Exhibit A-3 |
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A320 AIRCRAFT SCN LISTING |
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Exhibit A-4 |
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A321 AIRCRAFT SCN LISTING |
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Exhibit A-5 |
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A319 NEO AIRCRAFT SCN LISTING |
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Exhibit A-6 |
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A320 NEO AIRCRAFT SCN LISTING |
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Exhibit A-7 |
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A321 NEO AIRCRAFT SCN LISTING |
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Exhibit B-1 |
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FORM OF SPECIFICATION CHANGE NOTICE |
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Exhibit B-2 |
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FORM OF MANUFACTURER'S SPECIFICATION CHANGE NOTICE |
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Exhibit C-1 |
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SELLER PRICE REVISION FORMULA 2011 |
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Exhibit C-2 |
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SELLER PRICE REVISION FORMULA 2010 |
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Exhibit C-3 |
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CFM INTERNATIONAL PROPULSION SYSTEM PRICE REVISION FORMULA |
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Exhibit C-4 |
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INTERNATIONAL AERO ENGINES PROPULSION SYSTEM PRICE REVISION FORMULA |
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Exhibit C-5 |
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PRATT& WHITNEY PROPULSION SYSTEM PRICE REVISION FORMULA |
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Exhibit D |
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FORM OF CERTIFICATE OF ACCEPTANCE |
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Exhibit E |
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FORM OF BILL OF SALE |
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Exhibit F |
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SERVICE LIFE POLICY - LIST OF ITEMS |
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Exhibit G |
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TECHNICAL DATA INDEX |
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Exhibit H |
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MATERIAL SUPPLY AND SERVICES |
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Exhibit I |
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INDEX OF LETTER AGREEMENTS |
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SCHEDULES |
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Schedule I |
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DELIVERY SCHEDULE |
A320 FAMILY AIRCRAFT PURCHASE AGREEMENT
This A320 Family Aircraft Purchase Agreement is made July 20, 2011
between
AIRBUS S.A.S., a société par actions simplifiée, created and existing under French law having its registered office at 1Rond-Point Maurice Bellonte, 31707 Blagnac-Cedex, France and registered with the Toulouse Registre du Commerce under number RCS Toulouse 383 474 814 (the "Seller"),
and
AMERICAN AIRLINES, INC., a Delaware corporation having its principal office at 4333 Amon Carter Boulevard, Fort Worth, Texas 76155, United States of America (the "Buyer").
WHEREAS, subject to the terms and conditions of this Agreement, the Seller desires to sell the Aircraft to the Buyer or the Lessor, and the Buyer desires to purchase or lease the Aircraft from the Seller or the Lessor, respectively.
NOW THEREFORE IT IS AGREED AS FOLLOWS:
0 DEFINITIONS
For all purposes of this Agreement (defined below), except as otherwise expressly provided, the following terms will have the following meanings:
A319 Aircraft – any or all of the A319-100 model aircraft sold by the Seller and purchased by the Buyer or sold by the Seller to the Lessor and leased to the Buyer pursuant to this Agreement, including the A319 Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A319 Propulsion System installed thereon upon Delivery.
A319 Airframe – any A319 Aircraft, excluding the A319 Propulsion System therefor.
A319 NEO Aircraft – any or all of the A319-100 model aircraft incorporating the New Engine Option sold by the Seller and purchased by the Buyer pursuant to this Agreement, including the A319 NEO Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A319 NEO Propulsion System installed thereon upon Delivery.
A319 NEO Airframe – any A319 NEO Aircraft, excluding the A319 NEO Propulsion System therefor.
A319 NEO Group 1 Aircraft – any or all of the A319 NEO Aircraft for which the Buyer has selected a LEAP-X Propulsion System pursuant to Clause 2.3.
A319 NEO Group 1 Airframe – any A319 NEO Group 1 Aircraft, excluding the A319 NEO Propulsion System therefor.
A319 NEO Group 2 Aircraft – any or all of the A319 NEO Aircraft other than the A319 NEO Group 1 Aircraft.
A319 NEO Group 2 Airframe – any A319 NEO Group 2 Aircraft, excluding the A319 NEO Propulsion System therefor.
A319 NEO Propulsion System – as defined in Clause 2.4.4.
A319 Propulsion System – as defined in Clause 2.4.1.
A319 Specification – either (a) the A319 Standard Specification if no SCNs or MSCNs are applicable or (b) if SCNs or MSCNs are issued or deemed issued, the A319 Standard Specification as amended by all applicable SCNs and MSCNs.
A319 Standard Specification – the A319 standard specification document number J.000.01000, Issue 7, dated June 20, 2011, which includes a maximum take-off weight (MTOW) of 166,449 pounds, a maximum landing weight (MLW) of 137,789 pounds and a maximum zero fuel weight (MZFW) of 128,970 pounds, a copy of which is annexed hereto as Exhibit A-1.
A320 Aircraft – any or all of the A320-200 model aircraft sold by the Seller and purchased by the Buyer or sold by the Seller to the Lessor and leased to the Buyer pursuant to this Agreement, including the A320 Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A320 Propulsion System installed thereon upon Delivery.
A320 Airframe – any A320 Aircraft, excluding the A320 Propulsion System therefor.
A320 Family Aircraft – any or all of the A319 Aircraft, the A320 Aircraft and the A321 Aircraft.
A320 Family Base Period – as defined in Clause 3.1.1.1.
A320 Family NEO Aircraft – any or all of the A319 NEO Aircraft, the A320 NEO Aircraft and the A321 NEO Aircraft.
A320 Family NEO Base Period – as defined in Clause 3.1.1.4.
A320 NEO Aircraft – any or all of the A320-200 model aircraft incorporating the New Engine Option sold by the Seller and purchased by the Buyer pursuant to this Agreement, including the A320 NEO Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A320 NEO Propulsion System installed thereon upon Delivery.
A320 NEO Airframe – any A320 NEO Aircraft, excluding the A320 NEO Propulsion System therefor.
A320 NEO Group 1 Aircraft – any or all of the A320 NEO Aircraft for which the Buyer has selected a LEAP-X Propulsion System pursuant to Clause 2.3.
A320 NEO Group 1 Airframe – any A320 NEO Group 1 Aircraft, excluding the A320 NEO Propulsion System therefor.
A320 NEO Group 2 Aircraft – any or all of the A320 NEO Aircraft other than the A320 NEO Group 1 Aircraft.
A320 NEO Group 2 Airframe – any A320 NEO Group 2 Aircraft, excluding the A320 NEO Propulsion System therefor.
A320 NEO Propulsion System – as defined in Clause 2.4.5.
A320 Propulsion System – as defined in Clause 2.4.2.
A320 Specification – either (a) the A320 Standard Specification if no SCNs or MSCNs are applicable or (b) if SCNs or MSCNs are issued or deemed issued, the A320 Standard Specification as amended by all applicable SCNs and MSCNs.
A320 Standard Specification – the A320 standard specification document number D.000.02000, Issue 8, dated June 20, 2011, which includes a maximum take-off weight (MTOW) of 171,960 pounds, a maximum landing weight (MLW) of 145,505 pounds and a maximum zero fuel weight (MZFW) of 137,789 pounds, a copy of which is annexed hereto as Exhibit A-2.
A321 Aircraft – any or all of the A321-200 model aircraft sold by the Seller and purchased by the Buyer or sold by the Seller to the Lessor and leased to the Buyer pursuant to this Agreement, including the A321 Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A321 Propulsion System installed thereon upon Delivery.
A321 Airframe – any A321 Aircraft, excluding the A321 Propulsion System therefor.
A321 NEO Aircraft – any or all of the A321-200 model aircraft incorporating the New Engine Option sold by the Seller and purchased by the Buyer pursuant to this Agreement, including the A321 NEO Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the applicable A321 NEO Propulsion System installed thereon upon Delivery.
A321 NEO Airframe – any A321 NEO Aircraft, excluding the A321 NEO Propulsion System therefor.
A321 NEO Group 1 Aircraft – any or all of the A321 NEO Aircraft for which the Buyer has selected a LEAP-X Propulsion System pursuant to Clause 2.3.
A321 NEO Group 1 Airframe – any A321 NEO Group 1 Aircraft, excluding the A321 NEO Propulsion System therefor.
A321 NEO Group 2 Aircraft – any or all of the A321 NEO Aircraft other than the A321 NEO Group 1 Aircraft.
A321 NEO Group 2 Airframe – any A321 NEO Group 2 Aircraft, excluding the A321 NEO Propulsion System therefor.
A321 NEO Propulsion System – as defined in Clause 2.4.6.
A321 Propulsion System – as defined in Clause 2.4.3.
A321 Specification – either (a) the A321 Standard Specification if no SCNs or MSCNs are applicable or (b) if SCNs or MSCNs are issued or deemed issued, the A321 Standard Specification as amended by all applicable SCNs and MSCNs.
A321 Standard Specification – the A321 standard specification document number E.000.02000, Issue 5, dated June 20, 2011, which includes a maximum take-off weight (MTOW) of 206,132 pounds, a maximum landing weight (MLW) of 171,519 pounds and a maximum zero fuel weight (MZFW) of 162,701 pounds and the installation of two (2) auxiliary center tanks, a copy of which is annexed hereto as Exhibit A-3.
AACS – Airbus Americas 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.
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. For purposes of this definition, "control" when used with respect to any person or entity, means the power to direct the management and policies of such person or entity, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise, and the terms "controlling" and "controlled" have meanings correlative to the foregoing.
Agreement – this A320 family aircraft purchase agreement, including all letter agreements listed on Exhibit I and all exhibits, appendices and schedules attached hereto, as the same may be amended or modified and in effect from time to time.
Airbus World – as defined in Clause 14.5.4.
Aircraft – any or all of the one hundred thirty (130) firm A320 Family Aircraft and one hundred thirty (130) firm A320 Family NEO Aircraft for which the delivery schedule is set forth in Schedule I as of the date hereof and any other A320 Family Aircraft and A320 Family NEO Aircraft to be sold by the Seller and purchased by the Buyer (or, in the case of the A320 Family Aircraft, leased by the Buyer from the Lessor) pursuant to this Agreement, including the Airframe and all components, equipment, parts and accessories installed in or on such aircraft and the Propulsion System installed thereon upon Delivery.
Aircraft Training Services – all flight support services including but not limited to any and all training courses, flight training, flight assistance, line training, line assistance and more generally all flights of any kind performed by the Seller, its agents, employees or subcontractors, and maintenance support, maintenance training (including Practical Training), training support of any kind performed on aircraft and provided to the Buyer pursuant to this Agreement.
Airframe – any Aircraft, excluding the Propulsion System therefor.
ATA Specification – recommended specifications developed by the Air Transport Association of America reflecting consensus in the commercial Aviation industry on accepted means of communicating information, conducting business, performing operations and adhering to accepted practices.
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.
Balance of the Final Price – as defined in Clause 5.4.
Base Price – for any Aircraft, as defined in Clause 3.1.
Base Price of the A319 Airframe – as defined in Clause 3.1.1.1.
Base Price of the A320 Airframe – as defined in Clause 3.1.1.2.
Base Price of the A321 Airframe – as defined in Clause 3.1.1.3.
Base Price of the A319 NEO Group 1 Airframe – as defined in Clause 3.1.1.4.
Base Price of the A319 NEO Group 2 Airframe – as defined in Clause 3.1.1.5.
Base Price of the A320 NEO Group 1 Airframe – as defined in Clause 3.1.1.6.
Base Price of the A320 NEO Group 2 Airframe – as defined in Clause 3.1.1.7.
Base Price of the A321 NEO Group 1 Airframe – as defined in Clause 3.1.1.8.
Base Price of the A321 NEO Group 2 Airframe – as defined in Clause 3.1.1.9.
Base Price of the Airframe – the Base Price of the A319 Airframe, the Base Price of the A320 Airframe, the Base Price of the A321 Airframe, the Base Price of the A319 NEO Group 1 Airframe, the Base Price of the A319 NEO Group 2 Airframe, the Base Price of the A320 NEO Group 1 Airframe, the Base Price of the A320 NEO Group 2 Airframe, the Base Price of the A321 NEO Group 1 Airframe and the Base Price of the A321 NEO Group 2 Airframe, as applicable.
Base Price of the Propulsion System – the Engine A Base Price, the Engine B Base Price, the Engine C Base Price, the Engine D Base Price, the Engine E Base Price, the Engine F Base Price, the Engine G Base Price, the Engine H Base Price, the Engine I Base Price, the Engine J Base Price, the Engine K Base Price, or the Engine L Base Price, as applicable.
Business Day – with respect to any action to be taken hereunder, a day other than a Saturday, Sunday or other day on which commercial banks in the jurisdiction where such action is required to be taken are authorized or required by law to close.