<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended......September 30, 1994.....
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ............ to............
Commission file number ....... 0-11350
International Lease Finance Corporation
(Exact name of registrant as specified in its charter)
California 22-3059110
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1999 Avenue of the Stars Los Angeles, California 90067
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (310) 788-1999
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15 (d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days.
Yes X No
------ ------
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date.
Class Outstanding at October 31, 1994
Common Stock, no par value 35,818,122
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX
Part I. Financial Information: Page No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets-
September 30, 1994 and December 31, 1993 3
Condensed Consolidated Statements of Income-
Three Months Ended September 30, 1994 and 1993 4
Condensed Consolidated Statements of Income-Nine Months
Ended September 30, 1994 and 1993 5
Condensed Consolidated Statements of Cash Flows-Nine
Months Ended September 30, 1994 and 1993 6
Notes to Condensed Consolidated Financial Statements 8
Item 2. Management's Discussion and Analysis of the
Financial Condition and Results of Operations 9
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K 12
Signatures 13
Index to Exhibits 14
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
<S> <C> <C>
September 30, December 31,
1994 1993
---- ----
(Dollars in thousands)
ASSETS (Unaudited)
Cash, including interest bearing
accounts of $14,014 (1994) and
$51,657 (1993) $ 25,854 $ 61,566
Notes receivable 387,847 337,855
Net investment in finance and sales-
type leases 59,115 290,269
Flight equipment under operating leases 9,340,162 7,295,241
Less accumulated depreciation 988,430 779,404
---------- ----------
8,351,732 6,515,837
---------- ----------
Deposits on flight equipment purchases 838,220 820,048
Accrued interest, other receivables
and other assets 73,085 81,244
Investments 20,369 17,837
Deferred debt issue costs-less
accumulated amortization of $21,056
(1994) and $16,390 (1993) 18,382 15,165
---------- ----------
$9,774,604 $8,139,821
========== ==========
LIABILITIES AND SHAREHOLDER'S EQUITY
Accrued interest and other payables $ 143,877 $ 92,229
Debt financing, net of deferred debt
discount of $19,384 (1994) and
$10,194 (1993) 7,156,089 5,819,481
Security & other deposits on flight
equipment 440,758 437,004
Rentals received in advance 63,725 41,951
Deferred income taxes 452,106 339,753
Current income taxes (28,827) 222
SHAREHOLDER'S EQUITY
Preferred stock--no par value; 20,000,000
authorized shares
Market Auction Preferred Stock, $100,000
per share liquidation value; Series A,
B, C and D (1994 and 1993) each having
500 shares issued and outstanding 200,000 200,000
Common stock--no par value; 100,000,000
authorized shares, 35,818,122 (1994
and 1993) issued and outstanding 3,582 3,582
Additional paid-in capital 532,941 532,941
Retained earnings 810,353 672,658
---------- ----------
1,546,876 1,409,181
---------- ----------
$9,774,604 $8,139,821
========== ==========
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
<S> <C> <C>
1994 1993
---- ----
(Dollars in thousands)
(Unaudited)
REVENUES:
Rentals of flight equipment $260,749 $210,699
Flight equipment marketing 8,937 6,669
Interest and other 9,142 16,282
-------- --------
278,828 233,650
-------- --------
EXPENSES:
Interest 99,007 82,155
Depreciation 86,876 70,520
Provision for overhaul 14,357 11,210
Selling, general & administrative 7,435 7,372
-------- --------
207,675 171,257
-------- --------
INCOME BEFORE INCOME TAXES 71,153 62,393
Provision for income taxes 25,719 31,221
-------- --------
NET INCOME $ 45,434 $31,172
======== =======
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
<S> <C> <C>
1994 1993
---- ----
(Dollars in thousands)
(Unaudited)
REVENUES:
Rentals of flight equipment $ 723,759 $ 581,086
Flight equipment marketing 59,531 12,184
Interest and other 30,553 50,029
--------- ---------
813,843 643,299
--------- ---------
EXPENSES:
Interest 268,346 220,823
Depreciation 242,080 193,215
Provision for overhaul 38,619 27,633
Selling, general & administrative 21,821 20,012
--------- ---------
570,866 461,683
--------- ---------
INCOME BEFORE INCOME TAXES 242,977 181,616
Provision for income taxes 89,559 73,935
--------- ---------
NET INCOME $ 153,418 $107,681
========= =========
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
<S> <C> <C>
1994 1993
---- ----
(Dollars in thousands)
(Unaudited)
OPERATING ACTIVITIES:
Net Income $ 153,418 $ 107,681
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation of flight equipment 242,080 196,115
Deferred income taxes 112,353 83,437
Amortization of deferred debt discount and
deferred debt issue costs 4,666 3,622
Gain on sale of flight equipment and
investments included in
amount financed (39,354) (2,409)
Increase in notes receivable (34,349) (6,990)
Equity in net income of affiliates (1,807) (2,333)
Changes in operating assets and liabilities:
(Increase) decrease in accrued interest,
other receivables and other assets 8,158 (39,156)
Increase in accrued interest and
other payables 51,650 52,682
Decrease in current income
taxes payable (29,050) (39,778)
Increase in rentals received in advance 21,774 2,723
--------- -----------
Net cash provided by operating activities 489,539 355,594
---------- -----------
INVESTING ACTIVITIES:
Acquisition of flight equipment
for operating leases (1,999,101) (1,927,893)
Proceeds from disposal of flight
equipment-net of gain 90,815 92,045
Sale of investments-net of gain 32,822
Purchase of investments (725)
Collections on notes receivable 93,122 57,558
Advances on notes receivable (16,227) (14,650)
Collections on finance and sales-type
leases 8,281 10,628
----------- -----------
Net cash used in investing activities (1,823,835) (1,749,490)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from debt financing 3,484,697 3,600,699
Debt issue costs (7,882) (9,746)
Increase in MAPS issue costs (37)
Change in unamortized debt discount (9,190) (5,904)
Payments in reduction of debt financing (2,138,900) (2,258,441)
(Increase) decrease in deposits and
progress payments (18,172) 39,229
Increase in customer deposits 3,754 4,377
Payment of common and preferred dividends (15,723) (10,411)
---------- -----------
Net cash provided by financing activities 1,298,584 1,359,766
----------- -----------
Decrease in cash (35,712) (34,130)
Cash at beginning of period 61,566 55,181
---------- ----------
Cash at end of period $ 25,854 $ 21,051
========== ==========
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
(CONTINUED)
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (in thousands):
<S> <C> <C>
1994 1993
---- ----
(Dollars in thousands)
(Unaudited)
Cash paid during the period for:
Interest (net of amount capitalized
$31,772 (1994) and $29,226(1993)) $ 219,912 $157,726
Income taxes 6,255 30,275
1994:
Flight equipment with a net book value of $222,873 was
transferred from finance leases to operating leases.
Flight equipment was received in exchange for notes receivable
in the amount of $3,737.
Notes in the amount of $96,275 were received as partial payment
in exchange for flight equipment sold with a book value of $56,920.
1993:
Flight equipment with a net book value of $60,478 was
transferred from operating leases to finance leases.
Flight equipment was received in exchange for notes receivable
in the amount of $41,987.
Notes in the amount of $11,031 were received in exchange for
flight equipment sold with a book value of $9,991.
Net notes in the amount of $26,600 were received in exchange
for investments in preferred stock.
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1994
(UNAUDITED)
The accompanying unaudited, condensed, consolidated
financial statements have been prepared in accordance with
generally accepted accounting principles for interim
financial information and in accordance with the
instructions to Form 10-Q and Article 10 of Regulation S-X.
Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting
principles for complete financial statements. In the
opinion of management, all adjustments (consisting of
normal recurring accruals) considered necessary for a fair
presentation have been included. Certain reclassifications
have been made to the 1993 condensed consolidated financial
statements to conform to the 1994 presentation. Operating
results for the three month and nine month periods ended
September 30, 1994 are not necessarily indicative of the
results that may be expected for the year ended December 31,
1994. For further information, refer to the consolidated
financial statements and notes thereto included in the
Company's annual report on Form 10-K for the year ended
December 31, 1993.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
FINANCIAL CONDITION
The Company borrows funds for the purchase of flight
equipment, including the making of progress payments during the
construction phase, principally on an unsecured basis from
various sources. The Company's debt financing was comprised of
the following at the following dates:
<S> <C> <C>
Dec. 31, September 30,
1993 1994
-------- -------------
(Dollars in thousands)
Public term debt with single maturities $2,550,000 $3,000,000
Public medium-term notes with varying
maturities 1,765,920 1,869,670
Capital lease obligation - 240,000
Bank term debt 20,000 20,000
Other term debt 48,778 23,503
---------- ----------
Total term debt 4,384,698 5,153,173
Commercial paper 1,444,977 1,800,300
Bank lines of credit and revolvers - 222,000
Less: Deferred debt discount (10,194) (19,384)
---------- ----------
Total debt $5,819,481 $7,156,089
========== ==========
Composite interest rate 5.89% 6.09%
Percentage of total debt at fixed rate 74.77% 68.89%
Composite interest rate on fixed debt 6.70% 6.59%
Bank prime rate 6.00% 7.75%
</TABLE>
The interest on most of the public debt (exclusive of
the commercial paper) is fixed for the term of the note. The
Company has committed revolving loans and lines of credit with 29
banks aggregating $1,226 million and an uncommitted line of
credit with one bank in the amount of $200 million. Bank debt
principally provides for interest rates that vary according to
the pricing option then in effect and range from prime, .25% to
.375% over LIBOR, .375% to .425% over CD rates or at a bid rate
at the Company's option. Bank financings may be subject to
commitment fees of up to .25%.
The Company has an effective shelf registration with
respect to $2,449 million of debt securities, under which $200
million of notes were sold through September 30, 1994.
Additionally, a $1 billion Medium Term Note Program has been
implemented under the shelf registration, with $295.5 million
sold through September 30, 1994.
In 1994, the Company entered into an Export Credit
Lease Facility in the amount of $555 million which is available
for the acquisition of up to 10 aircraft manufactured by Airbus
to be delivered in 1994. As of September 30, 1994, the Company
had cancelled the options to finance three of the aircraft
aggregating $97 million. In addition, as of September 30, 1994,
the Company had used such facility to finance three aircraft
delivered in the second quarter of 1994 aggregating $240 million.
As a result, $218 million remains available to finance the
remaining four aircraft as of September 30, 1994.
The Company believes that it has sufficient financing
sources available to meet its capital requirements through 1995.
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations-Three months ended September 30, 1994
versus 1993.
The increase in revenue from the rentals of flight
equipment from $210,699,000 in 1993 to $260,749,000 in 1994, a
24% increase, is attributable to the acquisition of additional
new aircraft as the fleet of flight equipment on operating lease
increased from 218 at September 30, 1993 to 251 at September 30,
1994, a 15% increase.
In addition to its leasing operation, the Company
actively engages in the marketing of flight equipment on a
principal and commission basis as well as the disposition of
flight equipment at the end of the lease term. Revenue from such
flight equipment marketing increased from $6,669,000 in 1993 to
$8,937,000 in 1994 as a result of the number and nature of the
related flight equipment marketed. Flight equipment marketing
revenue consisted of the following number of transactions in each
period:
<TABLE>
<S> <C> <C>
1994 1993
---- ----
Sales of flight equipment 2 -
Commissions 2 4
Disposition of leased flight equipment 13 2
</TABLE>
Interest and other income decreased from $16,282,000 in
1993 to $9,142,000 in 1994 due primarily to the 1993 receipt of
insurance net proceeds relating to the total loss of an
aircraft, the 1993 payment by a lessee for the early termination
of an aircraft lease and the 1993 settlement, including the
forfeiture of a security deposit, by a lessee for failure to take
delivery of an aircraft to be delivered in 1993.
Expenses as a percentage of total revenues increased to
74% in the third quarter of 1994 compared to 73% in the third
quarter of 1993. Interest expense increased from $82,155,000 in
1993 to $99,007,000 in 1994 primarily as a result of an increase
in debt outstanding at quarter end from $5,579 million in 1993 to
$7,156 million in 1994 to finance aircraft acquisitions. However,
the Company's composite borrowing rate changed as follows:
<TABLE>
<S> <C> <C> <C>
(Increase)
1994 1993 Decrease
---- ---- ----------
Beginning of Quarter 5.87% 6.11% .24%
End of Quarter 6.09% 6.05% (.04%)
----- -----
Average 5.98% 6.08% .10%
</TABLE>
As noted, by the end of the quarter, the Company's
composite borrowing rate had begun to increase and if interest
rates generally continue to rise, the Company's composite
borrowing rate should also rise.
Depreciation of flight equipment increased from
$70,520,000 in 1993 to $86,876,000 in 1994 due to the addition of
aircraft.
Provision for overhauls increased from $11,210,000 in
1993 to $14,357,000 in 1994 primarily due to an increase in the
number of aircraft on which the Company collects overhaul
reserves and therefore an increase in the number of hours flown
for which an overhaul reserve is provided. In addition, the rate
at which overhaul reserves are provided increased in 1994,
causing part of the increase.
Provision for income taxes decreased from $31,221,000
in 1993 to $25,719,000 in 1994. The Company's effective income
tax rate decreased from 40% in 1993 to 36% in 1994. The higher
effective rate in 1993 was a direct result of the 1993 corporate
income tax rate increase from 34% to 35% which resulted in a
third quarter adjustment to the tax provision for the first nine
months of 1993. In addition, the 1993 tax rate increase was
applied to the deferred tax liability as of December 31, 1992
with a resulting increase of $6,056,000 at September 30, 1993.
The Company currently has six model 757 and three
model MD83 aircraft and one spare engine on lease to Aeromexico.
At September 30, 1994, the aggregate net book value of these nine
aircraft and one spare engine was $333 million. In September
1994, Aeromexico ceased making lease payments on these and its other
leased aircraft due to financial difficulties being experienced at
Aeromexico. The aggregate monthly rentals due with respect to
the nine aircraft and the engine leased to Aeromexico by the Company
is approximately $2.7 million. The Company has obtained court
orders which would allow the Company to repossess any of the aircraft if
they are flown into certain airports in the United States. However,
the Company understands that these aircraft have been diverted for
use only on domestic flights in Mexico. Under the terms of its leases,
the Company has the right to and has applied deposits from Aeromexico
to the payment of rent. Through October 31, 1994, the amounts of
unpaid rents were less than the amount of deposits from Aeromexico held
by the Company. Commencing in November 1994, no additional rents
will be accrued on these aircraft and engine until a resolution of
this matter has been reached.
The Company is currently negotiating with Aeromexico to
resolve this matter. No agreement has yet been reached. Management
does not believe that this matter will have a material adverse effect
on the Company at least through December 31, 1994.
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations-Nine months ended September 30, 1994
versus 1993.
The increase in revenue from the rentals of flight
equipment from $581,086,000 in 1993 to $723,759,000 in 1994, a
25% increase, is attributable to the acquisition of additional
new aircraft as the fleet of flight equipment on operating lease
increased from 218 at September 30, 1993 to 251 at September 30,
1994, a 15% increase.
In addition to its leasing operation, the Company
actively engages in the marketing of flight equipment on a
principal and commission basis as well as the disposition of
flight equipment at the end of the lease term. Revenue from such
flight equipment marketing increased from $12,184,000 in 1993 to
$59,531,000 in 1994 as a result of the number and nature of the
related flight equipment marketed. Flight equipment marketing
revenue consisted of the following number of transactions in each
period:
<TABLE>
<S> <C> <C>
1994 1993
---- ----
Sales of flight equipment 5 -
Commissions 2 4
Disposition of leased flight equipment 23 8
</TABLE>
Interest and other income decreased from $50,029,000
in 1993 to $30,553,000 in 1994 due primarily to the 1993 receipt
of insurance net proceeds relating to the total loss of an
aircraft, the 1993 payment by lessees for the early termination
of aircraft leases and the 1993 settlement, including the
forfeiture of security deposits, by lessees for failure to take
aircraft to be delivered in 1993 and 1995.
Expenses as a percentage of total revenues decreased
to 70% in the first nine months of 1994 compared to 72% in the
first nine months of 1993. Interest expense increased from
$220,823,000 in 1993 to $268,346,000 in 1994 primarily as a
result of an increase in debt outstanding at the nine months
ended from $5,579 million in 1993 to $7,156 million in 1994 to
finance aircraft acquisitions. However, the Company's composite
borrowing rate changed as follows:
<TABLE>
<S> <C> <C> <C>
(Increase)
1994 1993 Decrease
---- ---- ----------
Beginning of Nine Months 5.89% 6.55% .66%
End of Nine Months 6.09% 6.05% (.04%)
----- -----
Average 5.99% 6.30% .31%
</TABLE>
As noted, by the end of the quarter, the Company's
composite borrowing rate had begun to increase and if interest
rates generally continue to rise, the Company's composite
borrowing rate should also rise.
Depreciation of flight equipment increased from
$193,215,000 in 1993 to $242,080,000 in 1994 due to the addition
of aircraft.
Provision for overhauls increased from $27,633,000 in
1993 to $38,619,000 in 1994 primarily due to an increase in the
number of aircraft on which the Company collects overhaul
reserves and therefore an increase in the number of hours flown
for which an overhaul reserve is provided. In addition, the rate
at which overhaul reserves are provided increased in 1994,
causing part of the increase.
Provision for income taxes increased from $73,935,000
in 1993 to $89,559,000 in 1994 as a direct result of an increase
in pretax income. The Company's effective income tax rate
remained at 37% for both 1993 and 1994. In addition, the 1993
corporate income tax rate increase from 34% to 35% was applied to
the deferred tax liability as of December 31, 1992 with a
resulting increase of $6,056,000 at September 30, 1993.
<PAGE>
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
10.1 Letter Agreement No. 6-1162-RLL-1211, dated
October 14, 1994, to Purchase Agreement
No. 1498, dated as of August 25, 1988,
between The Boeing Company and the Company
(confidential treatment requested).
10.2 Supplemental Agreement No. 1, dated as of
August 5, 1994, to Purchase Agreement
No. 1768, dated as of December 15, 1992,
between The Boeing Company and the
Company (confidential treatment requested).
10.3 Supplemental Agreement No. 3, dated as of
August 5, 1994, to Purchase Agreement
No. 1770, dated as of December 15, 1992,
between The Boeing Company and the
Company (confidential treatment requested).
10.4 Supplemental Agreement No. 4, dated as of
October 14, 1994, to Purchase Agreement
No. 1770, dated as of December 15, 1992,
between the Boeing Company and the
Company (confidential treatment requested).
12 Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividends.
27 Financial Data Schedule
b) Reports on Form 8-K:
1. Form 8-K, event date July 26, 1994 (Item 7).
2. Form 8-K, event date October 12, 1994 (Item 7).
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report
to be signed on its behalf by the undersigned thereunto duly
authorized.
INTERNATIONAL LEASE FINANCE CORPORATION
November 14, 1994 /s/ Steven F. Udvar-Hazy
----------------------------
Date STEVEN F. UDVAR-HAZY
President and Chief
Executive Officer
November 14, 1994 /s/ Alan H. Lund
----------------------------
Date ALAN H. LUND
Senior Vice President,
Chief Financial
Officer and Treasurer
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No.
10.1 Letter Agreement No. 6-1162-RLL-1211, dated October 14,
1994, to Purchase Agreement No. 1498, dated as of
August 25, 1988, between The Boeing Company and the
Company (confidential treatment requested).
10.2 Supplemental Agreement No. 1, dated as of August 5,
1994, to Purchase Agreement No. 1768, dated as of
December 15, 1992, between The Boeing Company and
the Company (confidential treatment requested).
10.3 Supplemental Agreement No. 3, dated as of August 5,
1994, to Purchase Agreement No. 1770, dated as of
December 15, 1992, between The Boeing Company and
the Company (confidential treatment requested).
10.4 Supplemental Agreement No. 4, dated as of October
14, 1994, to Purchase Agreement No. 1770, dated as of
December 15, 1992, between the Boeing Company and
the Company (confidential treatment requested).
12 Computation of Ratio of Earnings to Fixed
Charges and Preferred Stock Dividends
27 Financial Data Schedule
<PAGE>
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
6-1162-RLL-1211
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-RLL-1211 to
Purchase Agreement No. 1498 -
October 1995 - Special Matters
This Letter Agreement amends Purchase Agreement No. 1498 as amended
(the Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to the Model 767-300ER
aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein
will have the same meaning as in the Agreement.
1. Credit Memoranda. In consideration of the purchase of the
October 1995 Aircraft, Boeing will issue a credit memorandum for
the October 1995 Aircraft at the time of delivery in the amount
of *. Such credit memoranda may be utilized by Buyer for the
purchase of Boeing proprietary spare parts or other Boeing goods
and services or applied against the balance of the purchase price
of the Aircraft for which such credit is issued, or in payment of
interest on deferred advance payments applicable to any Aircraft,
but may not be used for the purchase of other aircraft or
application against advance payments for any Aircraft.
2. Confidential Treatment. Buyer understands that certain
commercial and financial information contained in this Letter
Agreement are considered by Boeing as confidential. Buyer agrees
that it will treat this Letter Agreement and the information
contained herein as confidential and will not, without the prior
written
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION.
<PAGE>
<PAGE>
International Lease Finance Corporation
6-1162-RLL-1211
Page 2
consent of Boeing, disclose this Letter Agreement or any
information contained herein to any other person or entity except
as provided in Letter Agreement No. 1498-1.
Very truly yours,
THE BOEING COMPANY
By: /s/ R. Leo Lyons
------------------------
Its: Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
date: October 14, 1994
INTERNATIONAL LEASE FINANCE CORPORATION
By: /s/ Steven F. Udvar-Hazy
------------------------
Its: President and
Chief Executive Officer
<PAGE>
<PAGE>
Supplemental Agreement No. 1
to
Purchase Agreement No. 1768
between
The Boeing Company
and
INTERNATIONAL LEASE FINANCE CORPORATION
Relating to Boeing Model 747-400 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of August 5,
1994, by and between THE BOEING COMPANY, a Delaware corporation
with its principal offices in Seattle, Washington, (Boeing) and
International Lease Finance Corporation, a corporation with its
principal offices in Los Angeles, California (Buyer);
WHEREAS, the parties hereto entered into Purchase
Agreement No. 1768 dated December 15, 1992, relating to Boeing
Model 747-400 aircraft (the Agreement) and;
WHEREAS, the parties have agreed to cancel the one (1)
Aircraft scheduled for delivery in April 1997 in consideration of
the purchase of two (2) Model 767 aircraft under a separate
purchase agreement.
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties agree to amend the Agreement as
follows:
1. The Table of Contents of the Agreement is deleted in its
entirety and a new Table of Contents (attached) is substituted in
lieu thereof. The Table of Contents includes a listing of all
Articles, Exhibits, Letter Agreements and Restricted Letter
Agreements and reflects the current revision level.
2. Article 1, Subject Matter of Sale, is deleted in its entirety
and a new Article 1 (attached) is substituted in lieu thereof to
reflect the deletion of the PW Aircraft from paragraph 1.1 of the
Agreement.
<PAGE>
<PAGE>
3. Article 3, Price of Aircraft, is deleted in its entirety and
a new Article 3 (attached) is substituted in lieu thereof to
reflect (i) the deletion of Article 3.3, (ii) the Aircraft Basic
Price information for the PW Aircraft scheduled for delivery in
1997 from Article 3.4 of the Agreement and (iii) renumbered the
Articles.
4. Table 1, Aircraft Deliveries and Descriptions, is deleted in
its entirety and a new Table 1 (attached) is substituted in lieu
thereof to reflect the deletion of the April 1997 Aircraft from
the Agreement.
5. Exhibit A-1, AIRCRAFT CONFIGURATION, is deleted in its
entirety to reflect the deletion of the PW Aircraft from the
Agreement.
6. Exhibit B, Part F-2, ENGINE MANUFACTURER'S WARRANTY AND
PRODUCT SUPPORT PLAN, is deleted in its entirety to reflect the
deletion of the PW Aircraft from the Agreement.
7. Exhibit D, PRICE ADJUSTMENTS DUE TO ECONOMIC FLUCTUATIONS -
AIRFRAME AND ENGINES, is revised (i) by deleting page 2 in its
entirety and substituting a new page 2 (attached) in lieu thereof
to reflect deletion of the April 1997 Aircraft from the ECI and ICI
schedule and (ii) by deleting pages 8 through 10, ENGINE PRICE
ADJUSTMENT - PRATT & WHITNEY in their entirety to reflect the
deletion of the PW Aircraft from the Agreement.
8. Exhibit E, BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT, page
E-1 and Attachment A are both deleted in their entirety and a new
page E-1 and Attachment A (both attached) are substituted in lieu
thereof to reflect a revised date for the BFE Requirements
document and the deletion of the PW Aircraft from the Agreement.
9. Letter Agreement 1768-1, Disclosure of Confidential
Information, page 2 is deleted in its entirety and a new page 2
(attached) is substituted in lieu thereof to reflect the addition
of Letter Agreement 6-1162-KRG-1150 to the schedule of
confidential documents.
10. Letter Agreement 6-1162-RLL-478, Aircraft Performance
Guarantees, page 1 and Attachment B are deleted in their entirety
and only a new page 1 (attached) is substituted in lieu thereof
to reflect the deletion of the PW Aircraft from the Agreement.
11. Letter Agreement 6-1162-KRG-1150, Aircraft Cancellation
Matters, (attached) is added to the Agreement by this
Supplemental Agreement.
<PAGE>
<PAGE>
12. This Supplemental Agreement will become effective upon the
execution of Supplemental Agreement No. 3 to Purchase Agreement
No. 1770.
13. The Agreement will be deemed to be supplemented to the extent
herein provided and as so supplemented will continue in full
force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY INTERNATIONAL LEASE
FINANCE CORPORATION
By: /s/ K. R. Geisen By: /s/ John Evans
-------------------------- ---------------------
Its: Attorney-In-Fact Its: Vice President
<PAGE>
<PAGE>
TABLE OF CONTENTS
Page SA
Number Number
ARTICLES
1. Subject Matter of Sale................1-1 SA-1
2. Delivery, Title and Risk
of Loss...............................2-1
3. Price of Aircraft.....................3-1 SA-1
4. Taxes.................................4-1
5. Payment...............................5-1
6. Excusable Delay.......................6-1
7. Changes to the Detail
Specification.........................7-1
8. Federal Aviation Administration
Requirements..........................8-1
9. Representatives, Inspection,
Flights and Test Data.................9-1
10. Assignment, Resale or Lease..........10-1
11. Termination for Certain Events.......11-1
12. Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance........................12-1
13. Buyer Furnished Equipment and
Spare Parts..........................13-1
14. Contractual Notices and Requests.....14-1
15. Miscellaneous........................15-1
TABLES
1. Aircraft Deliveries and
Descriptions..........................T-1 SA-1
<PAGE>
<PAGE>
TABLE OF CONTENTS
SA
Number
EXHIBITS
A Aircraft Configuration...................SA-1
B Product Assurance Document...............SA-1
C Customer Support Document....................
D Price Adjustments Due to
Economic Fluctuations -
Airframe and Engines.....................SA-1
E Buyer Furnished Equipment
Provisions Document......................SA-1
F Defined Terms Document.......................
LETTER AGREEMENTS
1768-1 Disclosure of Confidential
Information.............................SA-1
1768-2 Waiver of Aircraft Demonstration
Flights.....................................
1768-3 Seller Purchased Equipment..................
1768-4 Spare Parts Support for Flight
Training....................................
1768-5 Promotional Support.........................
1768-6 Aircraft Configuration......................
<PAGE>
<PAGE>
TABLE OF CONTENTS
SA
Number
RESTRICTED LETTER AGREEMENTS
6-1162-RLL-470 Special Matters - New
Operators.........................
6-1162-RLL-472 Other Matters.....................
6-1162-RLL-473 Certain Contractual
Matters...........................
6-1162-RLL-474 Advance Payments..................
6-1162-RLL-475R Flexibility Matters...............
6-1162-RLL-476 Lessee Matters....................
6-1162-RLL-478 Aircraft Performance
Guarantees....................SA-1
6-1162-RLL-479 Miscellaneous Matters..............
6-1162-RLL-480 Liquidated Damages
Provisions........................
6-1162-RLL-526 Rescheduling of Aircraft..........
6-1162-KRG-1150 Aircraft Cancellation
Matters.......................SA-1
<PAGE>
<PAGE>
ARTICLE 1. Subject Matter of Sale.
1.1 The Aircraft. Boeing will manufacture and deliver
to Buyer and Buyer will purchase and accept delivery from Boeing of
two (2) Boeing Model 747-400 General Electric powered aircraft (the
GE Aircraft) manufactured in accordance with Boeing detail
specification D6-35273ILF-1, as described in Exhibit A, as modified
from time to time in accordance with this Agreement (Detail
Specification). Such aircraft may be referred to herein, as the
context may require, as "Model 747-400 Aircraft" and are referred
to individually and collectively as the "Aircraft" or "AIRCRAFT".
The Aircraft powered by the General Electric engine may also be
referred to, as the context may require, as the "GE Aircraft".
1.2 Additional Goods and Services. In connection with
the sale of the Aircraft, Boeing will also provide to Buyer certain
other things under this Agreement, including data, documents,
training and services, all as described in this Agreement.
1.3 Performance Guarantees. Any performance guarantees
applicable to the Aircraft will be expressly included in this
Agreement. Where performance guarantees are included in this
Agreement other than within the Detail Specification, such
guarantees will be treated as being incorporated in the Detail
Specification by this reference.
1.4 Defined Terms. For ease of use, certain terms are
treated as defined terms in this Agreement. Such terms are
identified with a capital letter and set forth and/or defined in
Exhibit F.
<PAGE>
<PAGE>
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features listed in
Exhibit A which have been selected by Buyer.
3.1.2 Base Airframe Price is the Aircraft Basic
Price excluding the price of Special Features and Engines.
3.1.3 Engine Price is the price established by the
Engine manufacturer for the Engines installed on the Aircraft
including all accessories, equipment and parts set forth in
Exhibit D.
3.1.4 Aircraft Basic Price is comprised of the Base
Airframe Price, the Engine Price and the price of the Special
Features.
3.1.5 Economic Price Adjustment is the adjustment
to the Aircraft Basic Price (Base Airframe, Engine and Special
Features) as calculated pursuant to Exhibit D.
3.1.6 Aircraft Price is the total amount Buyer is
to pay for the Aircraft at the time of delivery.
3.1.7 Price First Published is the first price
published by Boeing for the same model of aircraft to be delivered
in the same general time period as the affected Aircraft and is
used to establish the Base Airframe Price when the Base Airframe
Price was not established at the time of execution of this
Agreement.
3.2 GE Aircraft Basic Price.
The GE Aircraft Basic Price is set forth in Table 1.
3.3 Aircraft Price. The Aircraft Price for the 1998
Aircraft will be established at the time of delivery of such
Aircraft to Buyer and will be the sum of:
3.3.1 the GE Aircraft Basic Price, set forth in
Table 1; plus
3.3.3 the Economic Price Adjustments for the
Aircraft Basic Price, as calculated pursuant to the formulas set
forth in Exhibit D (Price Adjustments Due to Economic
Fluctuations - Airframe and Engine); plus
<PAGE>
<PAGE>
3.3.4 other price adjustments made pursuant to
this Agreement or other written agreements executed by Boeing and
Buyer.
3.4 Aircraft Price. The Aircraft Price for the 1999
Aircraft will be established at the time of delivery of such
Aircraft to Buyer and will be the sum of:
3.4.1 the Aircraft Basic Price, as determined in
accordance with Article 3.5; plus
3.4.2 the Economic Price Adjustments for the
Aircraft Basic Price as determined in accordance with Article
3.6; plus
3.4.3 such price adjustments for changes to the
escalation formula applicable to the Airframe and Engines made
pursuant to this Article; plus
3.4.5 other price adjustments made pursuant to
this Agreement or other written agreements executed by Boeing and
Buyer.
3.5 Aircraft Basic Price to Be Established. Boeing
has not yet established either the Base Airframe Price, or Special
Features price for Aircraft scheduled to be delivered after 1998
and General Electric (GE) has not yet established the Engine
Price for Engines scheduled to be delivered to Boeing after 1998.
Accordingly, the Aircraft Basic Price will be the sum of:
3.5.1 the Base Airframe Price First Published by
Boeing for Model 747-400 aircraft which are to be delivered in the
same time period as the Aircraft; plus
3.5.2 Boeing's then-current price for Special
Features selected by Buyer for incorporation in the Aircraft;
plus
3.5.3 The Engine price when established by
General Electric for its CF6-80C2B1F series engines for the Aircraft.
3.6 Escalation Provisions. The Airframe and Engine
escalation provisions shown in Exhibit D are the provisions that
are in effect for Aircraft delivering before the end of 1998, and
are shown only to provide Buyer with an estimate of the Advance
Payment Base prices. The escalation provisions used to calculate
the Price for Aircraft delivery after the end of 1998 will be those
first published by Boeing and the engine manufacturer which are
applicable to the same model aircraft and engines delivering in the
same time period as the affected Aircraft.
<PAGE>
<PAGE>
3.7 Advance Payment Base Price.
3.7.1 Advance Payment Base Price. For advance
payment purposes, the following estimated delivery prices of the
Aircraft have been established, using currently available forecasts
of the escalation factors used by Boeing as of the date of signing
this Agreement. The Advance Payment Base Price of each Aircraft
is set forth in Table 1.
3.7.2 Adjustment of Advance Payment Base Prices -
Long-Lead Aircraft. For Aircraft scheduled for delivery 36 months
or more after the date of this Agreement, the Advance Payment Base
Prices referred to in Article 3.8.1 will be used to determine the
amount of the first advance payment to be made by Buyer on the
Aircraft. No later than 25 months before the scheduled month of
delivery of each affected Aircraft, Boeing will increase or
decrease the Advance Payment Base Price of such Aircraft as
required to reflect the effects of (i) any adjustments in the
Aircraft Price pursuant to this Agreement and (ii) the then-current
forecasted escalation factors used by Boeing. Boeing will provide
the adjusted Advance Payment Base Prices for each affected Aircraft
to Buyer, and the advance payment schedule will be considered
amended to substitute such adjusted Advance Payment Base Prices.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Table 1 to
Purchase Agreement 1768
Aircraft Deliveries and Descriptions
Model 747-400 Aircraft
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Month/Year Quantity Detail Base Article 3 Article 3.7
of of Specification Exhibit Airframe Special Engine Aircraft Advance Payment
Delivery Aircraft No. No. Price Features Price Basic Price Base Price
- ---------- -------- ------------- -------- -------- -------- ------ ----------- ---------------
April 1998 One (1) D6-35273ILF-1 A * * * * *
April 1999 One (1) D6-35273ILF-1 A * * * * *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS BEEN
OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
<PAGE>
<PAGE>
Exhibit D
Page 2
ICI = The three-month arithmetic average of the
released monthly values for the Industrial
Commodities Index as set forth in the "Producer
Prices and Price Index" (Base Year 1982 = 100)
as released by the Bureau of Labor Statistics,
U.S. Department of Labor values (expressed as a
decimal and rounded to the nearest tenth) for
the months set forth in the table below for the
applicable Aircraft.
In determining the value of L, the ratio of ECI divided
by 116.2 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
In determining the value of M, the ratio of ICI divided
by 115.9 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
Month of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of this Agreement Aircraft Value of ECI and ICI
April 1998 one (1) Sept., Oct., Nov. 1997
2. If at the time of delivery of an Aircraft Boeing is
unable to determine the Airframe Price Adjustment because the
applicable values to be used to determine the ECI and ICI have
not been released by the Bureau of Labor Statistics, then:
2.1 The Airframe Price Adjustment, to be used at the
time of delivery of each of the Aircraft, will be determined by
utilizing the escalation provisions set forth above. The values
released by the Bureau of Labor Statistics and available to
Boeing 30 days prior to scheduled month of Aircraft delivery will
be used to determine the ECI and ICI values for the applicable
months (including those noted as preliminary by the Bureau of
Labor Statistics) to calculate the Airframe Price Adjustment. If
no values have been released for an applicable month, the
provisions set forth in Paragraph 2.2 below will apply. If prior
to delivery of an Aircraft the U.S. Department of Labor changes
the base year for determination of the ECI or ICI values as
defined above, such rebased values will be incorporated in the
Airframe Price Adjustment calculation. The payment by Buyer to
Boeing of the amount of the Purchase Price for such Aircraft, as
determined at the time of
<PAGE>
<PAGE>
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
1. General.
Certain equipment to be installed in the Aircraft is to
be furnished to Boeing by Buyer at Buyer's expense (BFE). BFE is
designated "Buyer Furnished Equipment" in the Detail
Specification. On or before April 1, 1997, Boeing will provide
to Buyer a BFE Requirements On-Dock/Inventory Document setting
forth the items, quantities, applicable critical dates and
shipping instructions relating to the BFE so that Boeing can
carry out in-sequence installation of BFE onto the Aircraft. For
planning purposes, a preliminary BFE on-dock schedule is set
forth in the attachment to this Exhibit.
2. Supplier Selection.
Buyer will:
2.1 Select and notify Boeing of the suppliers of the
galley systems and passenger seats on or before 16 months before
the first day of the contract delivery month for each Aircraft.
2.2 Meet with Boeing and such selected BFE suppliers
promptly after such selection to:
2.2.1 complete BFE configuration design
requirements for such BFE; and
2.2.2 confirm technical data submittal dates for
BFE certification.
3. Buyer's Obligations.
Buyer will:
3.1 comply with the provisions of the BFE Document;
3.2 authorize Boeing to discuss all details of the BFE
directly with the BFE suppliers;
3.3 provide necessary field service representation at
Boeing's facilities to advise Boeing on the installation and
calibration of BFE;
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Attachment A to
Exhibit E
BOEING MODEL 747-400 AIRCRAFT
Preliminary On-Dock Dates
<S> <C> <C>
April 1998 April 1999
Item Aircraft Aircraft
- ---- -------------- -----------------
Seats November 12, 1997 November 12, 1998
Galleys October 17, 1997 October 16, 1998
Electronics October 23, 1997 October 23, 1998
Furnishings October 23, 1997 October 23, 1998
</TABLE>
<PAGE>
<PAGE>
International Lease Finance Corporation
1768-1 Page 2
Schedule of Confidential Documents
1. Letter Agreement No. 6-1162-RLL-470
2. Letter Agreement No. 6-1162-RLL-472
3. Letter Agreement No. 6-1162-RLL-473
4. Letter Agreement No. 6-1162-RLL-474
5. Letter Agreement No. 6-1162-RLL-475
6. Letter Agreement No. 6-1162-RLL-476
7. Letter Agreement No. 6-1162-RLL-478
8. Letter Agreement No. 6-1162-RLL-479
9. Letter Agreement No. 6-1162-RLL-480
10. Letter Agreement No. 6-1162-KRG-1150
Very truly yours,
THE BOEING COMPANY
By R. Leo Lyons
----------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
date: December 15, 1992
INTERNATIONAL LEASE FINANCE CORPORATION
By Michael Platt
----------------
Its Attorney-In-Fact
<PAGE>
<PAGE>
6-1162-RLL-478
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-RLL-478 to
Purchase Agreement No. 1768 -
Aircraft Performance Guarantees
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1768 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to the Model 747-400
aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined
herein will have the same meaning as in the Agreement.
1. Aircraft Performance Guarantees. The only performance
guarantees applicable to the Aircraft are those set forth in
Attachment A hereto.
2. Confidential Treatment. Buyer understands that certain
commercial and financial information contained in this Letter
Agreement including any attachments hereto are considered by
Boeing as confidential. Buyer agrees that it will treat this
Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of
Boeing,
<PAGE>
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
6-1162-KRG-1150
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-KRG-1150 to
Purchase Agreement No. 1768 -
Aircraft Cancellation Matters
This Letter Agreement amends Purchase Agreement No. 1768 dated as
of December 15, 1992, as previously amended (the Agreement)
between The Boeing Company (Boeing) and International Lease
Finance Corporation (Buyer) relating to Model 747-400 aircraft
(the Aircraft).
Specific reference is made to Supplemental Agreement No. 1 to the
Purchase Agreement relating to the cancellation of one (l) Model
747-400 Aircraft currently scheduled for delivery in April 1997
(the April 1997 Aircraft).
All terms used herein and in the Agreement, and not defined
herein, will have the same meaning as in the Agreement.
1. Reallocation of Advance Payment Amount
In consideration of the concurrent purchase of two (2)
Model 767-300ER aircraft (the 767 Aircraft) as set forth in
Supplemental Agreement No. 3 to Purchase Agreement No. 1770,
Boeing agrees to apply the advance payment amount*
previously made to Boeing for the April 1997 Aircraft toward the
advance payment amount due on the 767 Aircraft.
_________________
* PURSUANT TO 17CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION.
2. Engine Cancellation Charges.
Buyer, within thirty (30) days of receipt of written
notice from Boeing, agrees to reimburse Boeing for all actual and
reasonable out-of-pocket costs incurred by Boeing from the engine
manufacturer for the cancellation of the delivery of any engines
intended for the April 1997 Aircraft resulting from the
cancellation of such Aircraft. Upon request by Buyer, Boeing
will provide Buyer with supporting documentation substantiating
such claim at the time of such notice of reimbursement.
<PAGE>
<PAGE>
International Lease Finance Corporation
6-1162-KRG-1150 Page 2
3. Confidential Treatment.
Buyer understands that certain commercial and financial
information contained in this Letter Agreement are considered by
Boeing as confidential. Buyer agrees that it will treat this
Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity, except as
provided in Letter Agreement 1768-1.
Very truly yours,
THE BOEING COMPANY
By /s/ K. R. Geisen
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
date: August 5, 1994
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ John Evans
Its Vice President
<PAGE>
<PAGE>
Supplemental Agreement No. 3
to
Purchase Agreement No. 1770
between
The Boeing Company
and
INTERNATIONAL LEASE FINANCE CORPORATION
Relating to Boeing Model 767-300ER Aircraft
<PAGE>
<PAGE>
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 5th day of
August, 1994, by and between THE BOEING COMPANY, a Delaware
corporation (hereinafter called Boeing), and International Lease
Finance Corporation, a company with its principal office in the
City of Los Angeles, State of California, (hereinafter called
Buyer);
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an agreement on
December 15, 1992, relating to Boeing Model 767-300ER aircraft,
which agreement, as amended, together with all exhibits and
specifications attached thereto and made a part thereof, is
hereinafter called the "Purchase Agreement;" and
WHEREAS, the parties desire to supplement the Purchase
Agreement as hereinafter set forth, to exercise the option to
purchase Option Aircraft and to be granted new Option Aircraft as
set forth in Letter Agreement No. 6-1162-RLL-497 to the Purchase
Agreement;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
1. Article 1, entitled "Subject Matter of Sale," paragraph 1.1
"The Aircraft" is deleted in its entirety and replaced by the
following new Article 1, which adds the four (4) General Electric
Aircraft and is attached hereto and incorporated into the
Purchase Agreement by this reference.
<PAGE>
<PAGE>
2. Schedule 1 to the Purchase Agreement, entitled "Aircraft
Deliveries and Descriptions," is deleted in its entirety and is
replaced by a new Schedule 1; reflecting the addition of four (4)
General Electric Aircraft scheduled for delivery in July 1995,
August 1995, March 1996 and June 1996. Such new Table 1 is
attached hereto and incorporated into the Purchase Agreement by
this reference.
3. Exhibit A-2, entitled "Aircraft Configuration - The General
Electric Aircraft," attached hereto is incorporated into the
Purchase Agreement by this reference.
4. Exhibit D, entitled "Airframe and Engine Price Adjustment,"
is revised by inserting the new delivery month of July 1995, August
1995, March 1996 and June 1996 into the schedule of delivery
months set forth in page 2 thereto. Revised pages 2, 3 and 4
incorporating these months is attached hereto and incorporated
into the Purchase Agreement by this reference.
5. Letter Agreement No. 6-1162-RLL-497, entitled "Option
Aircraft," is revised by deleting in their entirety pages 1 and 3,
page 3 of Attachment A, and page 2 of Attachment B and substituting
new pages numbered accordingly. This revision deletes the
September 1997 Option Aircraft and replaces it with a July 1997
Option Aircraft. Such new pages are attached hereto and
incorporated into the Purchase Agreement by this reference.
6. Letter Agreement No. 6-1162-RLL-1118, entitled "Additional
Miscellaneous Matters," attached hereto, is incorporated into the
Purchase Agreement.
7. This Supplemental Agreement shall become effective upon the
execution of Supplemental Agreement No. 1 to Purchase Agreement No.
1768, which cancels the April 1997 747-400 aircraft.
The Purchase Agreement shall be deemed to be supplemented to the
extent herein provided and as so supplemented shall continue in
full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY INTERNATIONAL LEASE
FINANCE CORPORATION
By: /s/ R. Leo Lyons By: /s/ John Evans
-------------------------- --------------------------
Its: Attorney-In-Fact Its: Vice President
<PAGE>
<PAGE>
TABLE OF CONTENTS
SA
Number
-------
EXHIBITS
- --------
A Aircraft Configuration............
A-2 Aircraft Configuration -
The General Electric Aircraft..... SA-3
B Product Assurance Document........
C Customer Support Document.........
D Price Adjustments Due to
Economic Fluctuations -
Airframe and Engines.............. SA-3
E Buyer Furnished Equipment
Provisions Document...............
F Defined Terms Document............
LETTER AGREEMENTS
- -----------------
<PAGE>
<PAGE>
TABLE OF CONTENTS
SA
Number
------
RESTRICTED LETTER AGREEMENTS
- ----------------------------
6-1162-RLL-497 Option Aircraft................... SA-3
6-1162-RLL-1118 Additional Miscellaneous Matters SA-3
<PAGE>
<PAGE>
ARTICLE 1. Subject Matter of Sale.
1.1 The Aircraft. Boeing will manufacture and deliver to
Buyer and Buyer will purchase and accept delivery from Boeing of
seven (7) Boeing Model 767-300ER General Electric powered aircraft
(the GE Aircraft) manufactured in accordance with Boeing detail
specification D6T10330ILF-2, as described in Exhibit A, four (4)
Boeing Model 767-300ER General Electric Powered Aircraft (The
General Electric Aircraft) manufactured in accordance with Boeing
detail specification D6T10330-M dated September 7, 1993 as
described in Exhibit A-2 and four (4) Boeing Model 767-300ER Pratt
& Whitney powered aircraft (the PW Aircraft) manufactured in
accordance with Boeing detail specification D6T10330ILF-3 as
described in Exhibit A-1 and as modified from time to time in
accordance with this Agreement (Detail Specification). Such
aircraft may be referred to herein, as the context may require, as
"Model 767-300ER Aircraft" and are referred to individually and
collectively as the "Aircraft" or "AIRCRAFT". The Aircraft powered
by the General Electric engine may also be referred to, as the
context may require, as the "GE Aircraft", and the Aircraft powered
by the Pratt & Whitney engine may also be referred to, as the "P&W
Aircraft."
1.2 Additional Goods and Services. In connection with the
sale of the Aircraft, Boeing will also provide to Buyer certain
other things under this Agreement, including data, documents,
training and services, all as described in this Agreement.
1.3 Performance Guarantees. Any performance guarantees
applicable to the Aircraft will be expressly included in this
Agreement. Where performance guarantees are included in this
Agreement other than within the Detail Specification, such
guarantees will be treated as being incorporated in the Detail
Specification by this reference.
1.4 Defined Terms. For ease of use, certain terms are
treated as defined terms in this Agreement. Such terms are
identified with a capital letter and set forth and/or defined in
Exhibit F.
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
Purchase Agreement No. 1770
Page 1 of 1
Table 1 to
Purchase Agreement 1770
Aircraft Deliveries and Descriptions
Model 767-300ER Aircraft
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Month/Year Quantity Detail Base Article 3 Article 3.7
of of Specification Exhibit Airframe Special Engine Aircraft Advance Payment
Delivery Aircraft No. and Date No. Price Features Price Basic Price Base Price
- ---------- -------- ------------- ------- -------- -------- ------ ----------- ---------------
July 1995 One (1) D6T10330-M A-2 * * * * *
August 1995 One (1) D6T10330-M A-2 * * * * *
January 1996 One (1) D6T10330ILF-3 A-1 * * * * *
February 1996 One (1) D6T10330ILF-2 A * * * * *
March 1996 One (1) D6T10330-M A-2 * * * * *
June 1996 One (1) D6T10330-M A-2 * * * * *
July 1996 One (1) D6T10330ILF-3 A-1 * * * * *
February 1997 One (1) D6T10330ILF-3 A-1 * * * * *
February 1997 One (1) D6T10330ILF-2 A * * * * *
May 1997 One (1) D6T10330ILF-2 A * * * * *
November 1997 One (1) D6T10330ILF-2 A * * * * *
December 1997 One (1) D6T10330ILF-2 A * * * * *
October 1998 One (1) D6T10330ILF-2 A * * * * *
November 1998 One (1) D6T10330ILF-3 A-1 * * * * *
November 1999 One (1) D6T103301LF-2 A $ $ $ $ *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
</TABLE>
<PAGE>
<PAGE>
AIRCRAFT CONFIGURATION
THE GENERAL ELECTRIC AIRCRAFT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit A-2 to Purchase Agreement Number 1770
<PAGE>
<PAGE>
AIRCRAFT CONFIGURATION
Dated
----------------
relating to
BOEING MODEL 767-300ER AIRCRAFT
THE GENERAL ELECTRIC AIRCRAFT
The Detail Specification, referred to in Schedule 1 of the
Purchase Agreement is Boeing Detail Specification D6T10330-1 dated
September 7, 1993. The Aircraft Basic Price reflects and includes
all effects of such changes of price, except such Aircraft Basic
Price does not include the price effects of Change Requests
changing Buyer Furnished Equipment to Seller Purchased Equipment.
<PAGE>
<PAGE>
Page 1 to Ex. D, S.A. 3,
P.A. 1770
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
(July 1992 Base Price)
1. Formula.
The Airframe Price Adjustment will be determined at the
time of Aircraft delivery in accordance with the following
formula:
Pa = (P)(L + M - 1)
Where:
Pa = Airframe Price Adjustment.
L = .65 x ECI
-----
116.2
M = .35 x ICI
-----
115.9
P = Aircraft Basic Price (as set forth in Article 3.1
of this Agreement) less the base price of Engines
(as defined in this Exhibit D) in the amount of *
for the General Electric CF6-80C2B6F series
engines and * for the Pratt & Whitney PW4060
series engines.
ECI = A value using the "Employment Cost Index for
workers in aerospace manufacturing" (aircraft
manufacturing, standard industrial classification
code 3721, compensation, base month and year June
1989 = 100), as released by the Bureau of Labor
Statistics, U.S. Department of Labor on a
quarterly basis for the months of March, June,
September and December, calculated as follows: A
three-month arithmetic average value (expressed as
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
a decimal and rounded to the nearest tenth) will
be determined using the months set forth in the
table below for the applicable Aircraft, with the
released Employment Cost Index value described
above for the month of March also being used for
the months of January and February; the value for
June also used for April and May; the value for
September also used for July and August; and the
value for December also used for October and
November.
<PAGE>
<PAGE>
Exhibit D
Page 2
ICI = The three-month arithmetic average of the released
monthly values for the Industrial Commodities
Index as set forth in the "Producer Prices and
Price Index" (Base Year 1982 = 100) as released by
the Bureau of Labor Statistics, U.S. Department of
Labor values (expressed as a decimal and rounded
to the nearest tenth) for the months set forth in
the table below for the applicable Aircraft.
In determining the value of L, the ratio of ECI divided by
116.2 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
In determining the value of M, the ratio of ICI divided by
115.9 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
Month of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of this Agreement Aircraft Value of ECI and ICI
July 1995 One (1) June, July, Aug. 1994
August 1995 One (1) Jan., Feb., March 1994
January 1996 One (1) June, July, Aug. 1995
February 1996 One (1) July, Aug., Sept. 1995
March 1996 One (1) Aug., Sept., Oct. 1995
June 1996 One (1) Nov.,Dec.1995,Jan.1996
July 1996 One (1) Dec.1995,Jan.,Feb.1996
February 1997 Two (2) July, Aug., Sept. 1996
May 1997 One (1) Oct., Nov., Dec. 1996
November 1997 One (1) Apr., May, June 1997
December 1997 One (1) May, June, July 1997
October 1998 One (1) Mar., Apr., May 1998
November 1998 One (1) Apr., May, June 1998
2. If at the time of delivery of an Aircraft Boeing is unable
to determine the Airframe Price Adjustment because the applicable
values to be used to determine the ECI and ICI have not been
released by the Bureau of Labor Statistics, then:
<PAGE>
<PAGE>
Exhibit D
Page 3
2.1 The Airframe Price Adjustment, to be used at the time
of delivery of each of the Aircraft, will be determined by
utilizing the escalation provisions set forth above. The values
released by the Bureau of Labor Statistics and available to
Boeing 30 days prior to scheduled month of Aircraft delivery will
be used to determine the ECI and ICI values for the applicable
months (including those noted as preliminary by the Bureau of
Labor Statistics) to calculate the Airframe Price Adjustment. If
no values have been released for an applicable month, the
provisions set forth in Paragraph 2.2 below will apply. If prior
to delivery of an Aircraft the U.S. Department of Labor changes
the base year for determination of the ECI or ICI values as
defined above, such rebased values will be incorporated in the
Airframe Price Adjustment calculation. The payment by Buyer to
Boeing of the amount of the Purchase Price for such Aircraft, as
determined at the time of Aircraft delivery, will be deemed to be
the payment for such Aircraft required at the delivery thereof.
2.2 If prior to delivery of an Aircraft the U.S. Department
of Labor substantially revises the methodology used for the
determination of the values to be used to determine the ECI and
ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Aircraft
Airframe Price Adjustment, the parties will, prior to delivery of
any such Aircraft, select a substitute for such values from data
published by the Bureau of Labor Statistics or other similar data
reported by non-governmental United States organizations, such
substitute to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing
the use of the original values as they may have fluctuated during
the applicable time period. Appropriate revision of the formula
will be made as required to reflect any substitute values.
However, if within 24 months from delivery of the Aircraft the
Bureau of Labor Statistics should resume releasing values for the
months needed to determine the Airframe Price Adjustment, such
values will be used to determine any increase or decrease in the
Airframe Price Adjustment for the Aircraft from that determined
at the time of delivery of such Aircraft.
2.3 In the event escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an allowance for increases or
<PAGE>
<PAGE>
Exhibit D
Page 3
decreases in labor compensation and material costs occurring
since February, 1992, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D.
2.4 If required, Boeing will submit either a supplemental
invoice or refund the amounts due Buyer as appropriate to reflect
any increase or decrease in the Airframe Price Adjustment for the
Aircraft from that determined at the time of delivery of such
Aircraft. Any payments due Boeing or Buyer will be made with
reasonable promptness.
3. For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled month of Aircraft delivery will be used to determine
the ECI and ICI values for the applicable months (including those
noted as preliminary by the Bureau of Labor Statistics) to
calculate the Airframe Price Adjustment.
Note: Any rounding of a number, as required under this
Exhibit D with respect to escalation of the airframe
price, will be accomplished as follows: if the first
digit of the portion to be dropped from the number to
be rounded is five or greater, the preceding digit will
be raised to the next higher number.
<PAGE>
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
6-1162-RLL-497
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-RLL-497 to
Purchase Agreement No. 1770 -
Option Aircraft
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1770 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and International Lease Finance Corporation (Buyer)
relating to Model 767-300ER aircraft (Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Purchase Agreement.
In consideration of the purchase by Buyer of the Aircraft, Boeing
hereby agrees to manufacture and sell ten (10) additional Model
767-300ER aircraft as described in paragraph 1 of Attachment A
hereto (Option Aircraft) to Buyer, subject to the terms and
conditions set forth below.
1. Delivery.
1.1 The Option Aircraft will be delivered to Buyer during
or before the months set forth in the following schedule:
Month and Year Number of
of Delivery Option Aircraft
July 1997 One (1)
February 1998 One (1)
March 1998 One (1)
April 1998 One (1)
May 1998 One (1)
February 1999 One (1)
March 1999 One (1)
April 1999 One (1)
May 1999 One (1)
October 1999 One (1)
<PAGE>
<PAGE>
International Lease Finance Corporation
6-1162-RLL-497/767 Page 3
Month and Year Advance Payment Base
of Delivery Price Per Option Aircraft
PW Option GE Option
Aircraft Aircraft
July 1997 * *
February 1998 * *
March 1998 * *
April 1998 * *
May 1998 * *
February 1999 * *
March 1999 * *
April 1999 * *
May 1999 * *
October 1999 * *
2.4 The Option Aircraft purchase price shall be the
applicable basic price thereof at the time of Option Aircraft
delivery adjusted in accordance with Boeing's airframe escalation
provisions and the engine manufacturer's escalation provisions
contained in the definitive agreement to purchase the Option
Aircraft. The purchase price will include the price for Seller
Purchased Equipment (SPE) if Buyer has elected to change Buyer
Furnished Equipment (BFE) to SPE.
3. Option Aircraft Payment.
3.1 In consideration of the granting of the option as set
forth herein, Buyer will pay a deposit to Boeing of * for each
Option Aircraft (Deposit). Such deposit will be made in two
payments at * for each Option Aircraft; the first payment to be
made on or before the date Boeing and Buyer enter into a
definitive agreement to purchase the aircraft; and the second to
be paid on or before January 15, 1993. In the event Buyer
exercises its option herein, the amount of the Deposit will be
credited against the first advance payment due for such Option
Aircraft pursuant to the advance payment schedule set forth in
paragraph 3 of Attachment A. The Deposits for the Option
Aircraft shall be refunded to Buyer, without interest, if the
parties do not enter into a definitive purchase agreement for the
Aircraft.
In the event that, after the parties enter into a definitive
agreement to purchase the Aircraft, Buyer does not exercise its
option to purchase the Option
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
Attachment A to
6-1162-RLL-497/767
Page 3
<TABLE>
<CAPTION>
2. Price Description
2.1 Price Elements Per Aircraft
<S> <C> <C> <C> <C> <C> <C>
1 2 3 4 5
- - - - -
A/C BASIC ESTIMATED ESCALATION ADV. PMT.
AIRCRAFT AIRFRAME & SPECIAL PRICE ON BASE PRICE
DELIVERY FEATURES PRICE ENGINE PRICE ELEMENTS ELEMENT ELEMENT (ELEMENTS)
MO. & YR. (JULY 1992 $) (JULY 1992 $) 1 + 2 1 2 3 + 4 + 5
- --------- ------------------ ------------- ---------- --------- --------- ----------
PW Aircraft
- -----------
JULY 1997 * * * * * *
FEBRUARY 1998 * * * * * *
MARCH 1998 * * * * * *
APRIL 1998 * * * * * *
MAY 1998 * * * * * *
FEBRUARY 1999
MARCH 1999
APRIL 1999
MAY 1999
OCTOBER 1999
GE Aircraft
- -----------
JULY 1997 * * * * * *
FEBRUARY 1998 * * * * * *
MARCH 1998 * * * * * *
APRIL 1998 * * * * * *
MAY 1998 * * * * * *
FEBRUARY 1999 *
MARCH 1999 *
APRIL 1999 *
MAY 1999 *
OCTOBER 1999 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
<PAGE>
<PAGE>
Attachment B to
6-1162-RLL-497/767
Page 2
ICI = The three-month arithmetic average of the released
monthly values for the Industrial Commodities
Index as set forth in the "Producer Prices and
Price Index" (Base Year 1982 = 100) as released by
the Bureau of Labor Statistics, U.S. Department of
Labor values (expressed as a decimal and rounded
to the nearest tenth) for the months set forth in
the table below for the applicable Option
Aircraft.
In determining the value of L, the ratio of ECI divided by
116.2 shall be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
In determining the value of M, the ratio of ICI divided by
115.9 shall be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
Month of Scheduled Option Quantity
Aircraft Delivery as set of Months to be Utilized
Forth in Paragraph 1 Option in Determining the
of the Proposal Aircraft Value of ECI and ICI
July 1997 One (1) Dec. 1996, Jan. Feb. 1997
February 1998 One (1) July, Aug., Sept. 1997
March 1998 One (1) Aug., Sept., Oct. 1997
April 1998 One (1) Sept., Oct., Nov. 1997
May 1998 One (1) Oct., Nov., Dec. 1997
(c) In addition, it is understood that at the time of delivery
of each of the Option Aircraft to Buyer, Boeing may be unable to
determine the precise Airframe Price Adjustment for such Option
Aircraft because the applicable values to be used to determine
the ECI and ICI may not be released by the Bureau of Labor
Statistics. Accordingly, the parties agree as follows:
(i) The Airframe Price Adjustment, to be used at the time
of delivery of each of the Option Aircraft, will be determined by
utilizing the escalation provisions set forth above. The values
released by the Bureau of Labor Statistics and available to
Boeing thirty (30) days prior to scheduled month of Option
Aircraft delivery shall be used to determine the ECI and ICI
values for the applicable months (including those noted as
preliminary by the Bureau of Labor Statistics) to calculate the
Airframe Price Adjustment. If no values have been released for
an applicable month, the
<PAGE>
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
6-1162-RLL-1118
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Letter Agreement No. 6-1162-RLL-1118 to
Purchase Agreement No. 1770 -
Additional Miscellaneous Matters
This Letter Agreement amends Purchase Agreement No. 1770 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to the Model 767-300ER
aircraft (the Aircraft). Particular reference is made to
Supplemental Agreement No. 3 thereto, which exercises four
options in July 1995, August 1995, March 1996 and June 1996 and
to Option Aircraft Letter Agreement No. 6-1162-RLL-497.
All terms used herein and in the Agreement, and not defined
herein will have the same meaning as in the Agreement.
1. Performance Guarantees for the General Electric Aircraft.
Performance guarantees for the General Electric Aircraft being
leased to KLM will be provided to Buyer after the configuration
for the KLM aircraft is defined. The supplemental agreements
incorporating the KLM configuration into the Purchase Agreement
Numbers 1498 and 1770 are currently scheduled to be executed on
or about August 31, 1994. Until the supplemental agreements are
executed, the General Electric Aircraft do not have performance
guarantees.
2. The February 1998 Option Aircraft. Notwithstanding the
option exercise date as described in Option Aircraft Letter
Agreement No. 6-1162-RLL-497, Boeing and Buyer agree that the
February 1998 Option Aircraft will be exercised by Buyer on or
about January 6, 1995 and Boeing and Buyer will enter into a
definitive agreement to purchase the February 1998 Option
Aircraft on or before January 31, 1995.
3. Confidential Treatment. Buyer understands that certain
commercial and financial information contained in this Letter
Agreement including any attachments hereto is considered by
Boeing as confidential. Buyer agrees that it will treat this
Letter Agreement and the information contained herein as
<PAGE>
<PAGE>
International Lease Finance Corporation
6-1162-RLL-1118 Page 2
confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity except as provided
in Letter Agreement No. 1498-1.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Leo Lyons
---------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
date: August 5th, 1994
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ John Evans
---------------------------------
Its Vice-President
<PAGE>
<PAGE>
Supplemental Agreement No. 4
to
Purchase Agreement No. 1770
between
The Boeing Company
and
International Lease Finance Corporation
Relating to Boeing Model 767-300ER Aircraft
<PAGE>
<PAGE>
THIS SUPPLEMENTAL AGREEMENT, entered into as of the
14th day of October, 1994, by and between THE BOEING COMPANY, a
Delaware corporation (hereinafter called Boeing), and
International Lease Finance Corporation, a company with its
principal office in the City of Los Angeles, State of California,
(hereinafter called Buyer);
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an agreement
on December 15, 1992, relating to Boeing Model 767-300ER
aircraft, which agreement, as amended, together with all exhibits
and specifications attached thereto and made a part thereof, is
hereinafter called the "Purchase Agreement;" and
WHEREAS, the parties desire to supplement the Purchase
Agreement as hereinafter set forth, to exercise the option to
purchase one (1) Option Aircraft, to accelerate one (1) firm
Aircraft from November 1999 to November 1995 to reflect the
configuration for six (6) of the Aircraft to be leased to KLM and
to revise the contract delivery month of one (1) aircraft from
February 1997 to March 1997 as well as certain additional changes
as set forth herein;
NOW THEREFORE, in consideration of the mutual covenants
herein contained, the parties hereto agree as follows:
1. Article 1, entitled "Subject Matter of Sale," paragraph
1.1 "The Aircraft" is deleted in its entirety and replaced by the
following new Article 1 which is attached hereto and incorporated
into the Purchase Agreement by this reference.
<PAGE>
<PAGE>
2. Schedule 1 to the Purchase Agreement, entitled
"Aircraft Deliveries and Descriptions," is deleted in its
entirety and is replaced by a new Schedule 1. Such new Table 1
is attached hereto and incorporated into the Purchase Agreement
by this reference.
3. Exhibit A-2, entitled "Aircraft Configuration - The GE
Aircraft," is cancelled in its entirety.
4. A New Exhibit A-2 entitled "Aircraft Configuration -
the KLM Aircraft," is incorporated into the Purchase Agreement by
this reference.
5. A new Exhibit A-3, entitled "Aircraft Configuration -
The Martinair Aircraft," is incorporated into the Purchase
Agreement by this reference.
6. Exhibit D, entitled "Airframe and Engine Price
Adjustment," is revised by inserting the new delivery month of
April 1996, by deleting one (1) February 1997 and inserting one
(1) March 1997 into the schedule of delivery months set forth in
page 2 thereto and by . Revised page 2 incorporating these
months is attached hereto and incorporated into the Purchase
Agreement by this reference.
7. Exhibit D-1, entitled "Airframe and Engine Price
Adjustment for the KLM Aircraft," is incorporated into the
Purchase Agreement by this reference.
8. Exhibit D-2, entitled "Airframe and Engine Price
Adjustment for the Martinair Aircraft," is incorporated into the
Purchase Agreement by this reference.
9. Letter Agreement No. 6-1162-RLL-497, entitled "Option
Aircraft," is revised by deleting in their entirety pages 1, 2,
3, 4, 5 and 6, page 3 of the Attachment A, and page 2 of
Attachment B and substituting new pages numbered accordingly.
This revision deletes the July 1997 Option Aircraft. Such new
pages are attached hereto and incorporated into the Purchase
Agreement by this reference.
10. Letter Agreement No. 6-1162-RLL-1113R1, entitled "The
ILFC/KLM 767-300ER Transaction" attached hereto, is incorporated
into the Purchase Agreement by this reference.
11. Letter Agreement No. 6-1162-RLL-1208, entitled
"Aircraft Performance Guarantees - The KLM Aircraft," attached
hereto, is incorporated into the Purchase Agreement by this
reference.
12. Letter Agreement No. 6-1162-RLL-1209 entitled
"Martinair Performance Guarantee Matters," attached hereto, is
incorporated into the Purchase Agreement by this reference.
<PAGE>
<PAGE>
The Purchase Agreement shall be deemed to be supplemented to the
extent herein provided and as so supplemented shall continue in
full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY INTERNATIONAL LEASE
FINANCE CORPORATION
By: /s/ R. Leo Lyons By: /s/ Steven F. Udvar-Hazy
------------------------- --------------------------
Its: Attorney-In-Fact Its: President/CEO
<PAGE>
<PAGE>
TABLE OF CONTENTS
Page SA
Number Number
------ ------
ARTICLES
- --------
1. Subject Matter of Sale............... 1-1 SA-4
2. Delivery, Title and Risk
of Loss.............................. 2-1
3. Price of Aircraft.................... 3-1
4. Taxes................................ 4-1
5. Payment.............................. 5-1
6. Excusable Delay...................... 6-1
7. Changes to the Detail
Specification........................ 7-1
8. Federal Aviation Requirements and
Certificates and Export License...... 8-1
9. Representatives, Inspection,
Flights and Test Data................ 9-1
10. Assignment, Resale or Lease..........10-1
11. Termination for Certain Events.......11-1
12. Product Assurance; Disclaimer and
Release; Exclusion of Liabilities;
Customer Support; Indemnification
and Insurance........................12-1
13. Buyer Furnished Equipment and
Spare Parts..........................13-1
14. Contractual Notices and Requests.....14-1
15. Miscellaneous........................15-1
TABLES
- ------
1. Aircraft Deliveries and
Descriptions..................................SA-4
<PAGE>
<PAGE>
TABLE OF CONTENTS
SA
Number
------
EXHIBITS
- --------
A Aircraft Configuration.................
A-2 Aircraft Configuration -
The KLM Aircraft....................... SA-4
A-3 Aircraft Configuration -
The Martin Air Aircraft................ SA-4
B Product Assurance Document.............
C Customer Support Document..............
D Price Adjustments Due to
Economic Fluctuations -
Airframe and Engines................... SA-4
D-1 Price Adjustment Due to
Economic Fluctuations.................. SA-4
D-2 Airframe-Engines - The KLM
Aircraft............................... SA-4
D-2 Airframe-Engines - The Martinair
Aircraft............................... SA-4
E Buyer Furnished Equipment
Provisions Document....................
F Defined Terms Document.................
LETTER AGREEMENTS
- -----------------
<PAGE>
<PAGE>
TABLE OF CONTENTS
SA
Number
------
RESTRICTED LETTER AGREEMENTS
- ----------------------------
6-1162-RLL-497 Option Aircraft................... SA-4
6-1162-RLL-1113R1 The ILFC/KLM 767-300ER Transaction SA-4
6-1162-RLL-1118 Additional Miscellaneous Matters.. SA-3
6-1162-RLL-1208 Performance Guarantees -
The Martinair Aircraft............ SA-4
<PAGE>
<PAGE>
ARTICLE 1. Subject Matter of Sale.
1.1 The Aircraft. Boeing will manufacture and deliver
to Buyer and Buyer will purchase and accept delivery from Boeing
of six (6) Boeing Model 767-300ER General Electric powered
aircraft (the GE Aircraft) manufactured in accordance with Boeing
detail specification D6T10330ILF-2, as described in Exhibit A,
six (6) Boeing Model 767-300ER KLM Aircraft (The KLM Aircraft)
manufactured in accordance with Boeing detail specification
D6T10330ILF-KL, original issue as described in Exhibit A-2, three
(3) Boeing Model 767-300ER Pratt & Whitney powered aircraft (the
PW Aircraft) manufactured in accordance with Boeing detail
specification D6T10330ILF-3 as described in Exhibit-A-1 and one
(1) Boeing Model 767-300ER manufactured in accordance with Boeing
Detail Specification D6T10330-MTH, Revision E, dated February 21,
1992 as described in Exhibit A-3 and as modified from time to
time in accordance with this Agreement (Detail Specification).
Such aircraft may be referred to herein, as the context may
require, as "Model 767-300ER Aircraft" and are referred to
individually and collectively as the "Aircraft" or "AIRCRAFT".
The Aircraft powered by the General Electric engine may also be
referred to, as the context may require, as the "GE Aircraft",
and the Aircraft powered by the Pratt & Whitney engine may also
be referred to, as the "P&W Aircraft."
1.2 Additional Goods and Services. In connection with
the sale of the Aircraft, Boeing will also provide to Buyer
certain other things under this Agreement, including data,
documents, training and services, all as described in this
Agreement.
1.3 Performance Guarantees. Any performance guarantees
applicable to the Aircraft will be expressly included in this
Agreement. Where performance guarantees are included in this
Agreement other than within the Detail Specification, such
guarantees will be treated as being incorporated in the Detail
Specification by this reference.
1.4 Defined Terms. For ease of use, certain terms are
treated as defined terms in this Agreement. Such terms are
identified with a capital letter and set forth and/or defined in
Exhibit F.
<PAGE>
<PAGE>
Purchase Agreement No. 1770
Page 1 of 1
<TABLE>
<CAPTION>
Table 1 to
Purchase Agreement 1770
Aircraft Deliveries and Descriptions
Model 767-300ER Aircraft
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Month/Year Quantity Detail Base Article 3 Article 3.7
of of Specification Exhibit Airframe Special Engine Aircraft Advance Payment
Delivery Aircraft No. and Date No. Price Features Price Basic Price Base Price
- ---------- -------- ------------- ------- -------- -------- ------ ----------- ---------------
July 1995 One (1) D6T10330ILF-KL A-2 * * * * *
August 1995 One (1) D6T10330ILF-KL A-2 * * * * *
November 1995 One (1) D6T10330-MTH A-3 * * * * *
January 1996 One (1) D6T10330ILF-KL A-2 * * * * *
February 1996 One (1) D6T10330ILF-2 A * * * * *
March 1996 One (1) D6T10330ILF-KL A-2 * * * * *
April 1996 One (1) D6T10330ILF-3 A-1 * * * * *
June 1996 One (1) D6T10330ILF-KL A-2 * * * * *
July 1996 One (1) D6T10330ILF-KL A-2 * * * * *
February 1997 One (1) D6T10330ILF-3 A-1 * * * * *
March 1997 One (1) D6T10330ILF-2 A * * * * *
May 1997 One (1) D6T10330ILF-2 A * * * * *
November 1997 One (1) D6T10330ILF-2 A * * * * *
December 1997 One (1) D6T10330ILF-2 A * * * * *
October 1998 One (1) D6T10330ILF-2 A * * * * *
November 1998 One (1) D6T10330ILF-3 A-1 * * * * *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
<PAGE>
<PAGE>
AIRCRAFT CONFIGURATION
THE KLM AIRCRAFT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit A-2 to Purchase Agreement Number 1770
<PAGE>
<PAGE>
P.A. No. 1770 A-2-1 SA-4
K/ILF
AIRCRAFT CONFIGURATION
Dated
relating to
BOEING MODEL 767-000ER AIRCRAFT
THE KLM AIRCRAFT
The Detail Specification is Boeing Detail Specification
D6T10330-ILF-KL original issue. Such Detail Specification will
be comprised of Boeing Configuration Specification D6T10330 Rev.
K dated March 20, 1992 as amended to incorporate the applicable
specification language to reflect the effect of the changes set
forth in the Change Requests listed below, including the effects
of such changes on Manufacturer's Empty Weight (MEW) and
Operating Empty Weight (OEW). As soon as practicable, Boeing
will furnish to Buyer copies of the Detail Specification, which
copies will reflect the effect of such changes. The Aircraft
Basic Price reflects and includes all effects of such changes of
price, except such Aircraft Basic Price does not include the
price effects of Change Requests changing Buyer Furnished
Equipment to Seller Purchased Equipment.
<PAGE>
<PAGE>
Exhibit A-2 to
Purchase Agreement No. 1770
Page 2
0132CH6634 *
INTERIOR ARRANGEMENT - TWO-CLASS - 223 PASSENGERS (36C/187Y)
0220CH6075 *
TEN MINUTE TAKEOFF THRUST - CERTIFICATION DATA -300ER
0220CH6077 *
TAKEOFF AND LANDING WITH 15 KNOT TAILWIND -CERTIFICATION -
767-300ER WITH GE CF6-80C2 ENGINES
0220CH6149 *
RLD VALIDATION
0252CG6003 *
INSTRUMENTATION WITH METRIC CALIBRATION
0252CH6008 *
UNITS OF WEIGHTS AND MEASURES REVISION - FLIGHT MANUAL,
OPERATIONS MANUAL, WEIGHT AND BALANCE MANUAL
0254CG6001 *
USPHS CERTIFICATE OF SANITARY CONSTRUCTION -NON U.S. CARRIERS
0900CH6001 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
NOSE LANDING GEAR TOWING LUG - ADDITIONAL INSTALLATION
1110CH6147 *
EXTERIOR MARKING - ROYAL DUTCH AIRLINES
1130CH6021 *
HALON BOTTLE MAINTENANCE PLACARD - ADDITION -FWD CARGO
COMPARTMENT
1136CH6003 *
ELECTRONICS HATCH - VISIBLE MARKINGS - PAX COMPARTMENT
2145CG6001 *
BULK CARGO AREA HEATING AND VENTILATION FOR ANIMAL CARRIAGE
2151CG6001 *
RAM AIR OUTLET DOOR POSITION INDICATION
2160CG6003 *
ENVIRONMENTAL CONTROL SYSTEM TEMPERATURE INDICATIONS
2162CH6006 *
CONDITIONED AIR SYSTEM - INSTALLATION - FORWARD
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
CARGO COMPARTMENT - FRESH AIR ONLY
2210CG6001 *
FULL TIME FLIGHT DIRECTOR
2210CG6003 *
AUTOPILOT/FLIGHT DIRECTOR BANK ANGLE HOLD AT COMMAND ENGAGE
2210CG6011 *
AP/FD SYSTEM, INSTALLATION OF 747-400 MODE CONTROL PANEL
2210CH6069 *
AFDS - ANNUNCIATION OF "NO AUTOLAND" DUE TO SINGLE CHANNEL
ENGAGEMENT DURING ATTEMPTED MULTICHANNEL APPROACH
2230CG6007 *
ASSUMED TEMPERATURES ENTRY VIA FMS CDU -DEGREES CELSIUS OR
FAHRENHEIT
2310CH6002 *
HF/VHF CONTROL PANELS - REPLACEMENT WITH RADIO COMMUNICATION
PANELS (747-400)
2312CH6036 *
RIGHT VHF ANTENNA - RELOCATION
2312CH6054 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
VHF COMMUNICATION TRANSCEIVERS (ARINC 716) -REPLACEMENT
-TO MEET FM IMMUNITY STANDARDS
-BFE
2322CG6283 *
ARINC 724B SINGLE ACARS - PARTIAL PROVISIONS -INCLUDES MIDU
C/B AND CONNECTOR
2322CH6356 *
ARINC 739 MULTI-INPUT CONTROL DISPLAY UNIT (MIDU) -
INSTALLATION - ALLED SIGNAL - BFE
2322CH6358 *
ARINC 724B SINGLE ACARS - INSTALLATION AND CERTIFICATION
2331CG6002 *
INSTALLATION OF PA-IN-USE LIGHT
2331CG6037 *
PASSENGER ADDRESS SYSTEM - CLASS ADDRESS FROM CLASS ATTENDANT
STATION - TWO CLASS
2332CG6365 *
PASSENGER CABIN ENROUTE INFORMATION DISPLAY SYSTEM -
INSTALLATION - BFE AIRSHOW 210
2332CH6429 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
OVERHEAD VIDEO ENTERTAINMENT SYSTEM - PARTIAL PROVISIONS
2332CH6471 *
VIDEO ENTERTAINMENT SYSTEM - ALL MONITORS -CEILING AND PSU
MOUNTED
2332CH6473 *
RELOCATION OF VIDEO CONTROL CENTER TO PURSER
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
WORK STATION
2334CG6010 *
PROVISIONS AND CERTIFICATION FOR THE INSTALLATION OF DIGITAL
PASSENGER CONTROL UNITS
2340CG6001 *
PRESS-TO-TALK SWITCHES ON GLARESHIELD
2340CG6002 *
HANDHELD MICROPHONES IN FLIGHT COMPARTMENT
2350CH6011 *
CONTROL CABIN SPEAKER CROSS MUTING DELETION
2350CH6056 *
INSTALLATION OF TELEX "AIRMAN 750" BOOM MICROPHONE/HEADSETS -
- CAPTAIN/FIRST OFFICER/FIRST OBSERVER/SECOND OBSERVER
2350CH6064 *
INSTALLATION OF DIGITAL CONTROLLED AUDIO SYSTEM (DCAS)
2432CG6002 *
TRANSFORMER-RECTIFIER FOR APU STARTING
2450CH6063 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
CRITICAL CIRCUIT BREAKER - IDENTIFICATION
2451CG6012 *
90 KVA GALLEY POWER SUPPLY
2511CG6007 *
POWER OPERATED SEATS - CAPTAIN AND FIRST OFFICER (IPECO)
2511CG6028 *
HEADREST - ADDITION - PILOTS' SEATS (IPECO)
2511CG6053 *
FIRST OBSERVER'S SEAT - REPLACEMENT - AMI TRACK-MOUNTED, LEFT
SWIVEL, 31 DEGREE RECLINE IN LIEU OF CASTLE WALL MOUNTED UNIT
2511CG6054 *
SECOND OBSERVER'S STATION - INSTALLATION -CASTLE
2513CG6016 *
SUNVISORS - ADDITIONAL SLIDERS AND LARGER AREA - FLIGHT
COMPARTMENT
2513CH6026 *
WRITING TABLE - ADDITION FLIGHT COMPARTMENT
2513CH6077 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
FIRST OBSERVER WRITING TABLE - REVISION -ADDITION OF CANHOLDER
2513CH6078 *
CONTROL COLUMN CHART HOLDER - REVISION
2513CH6079 *
MECHANICAL TIMER - INSTALLATION - FLIGHT DECK
2513CH6080 *
COVER FOR BOOK STOWAGE COMPARTMENT - RIGHT SIDE PANEL - FLIGHT
DECK
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
2513CH6083 *
DISKETTE STOWAGE - FLIGHT DECK - INSTALLATION
2513CH6086 *
NAV KIT STOWAGE INSTALLATION - FLIGHT DECK
2529CH6065 *
PURSER WORKSTATION - INSTALLATION OF EQUIPMENT
2529CH6066 *
INSTALLATION OF BFE BASSINET FITTINGS
2540CG6001 *
FEATURES FOR DISABLED PASSENGERS - INSTALLATION - CENTERLINE
(28" x 56") LAVATORY WITH PANEL DOOR
2540CH6201 *
LAVATORY F-1 - REMOTE LOCK CONTROL - FLIGHT DECK
2550CG6020 *
INCREASED LINING THICKNESS - SLOPING SIDEWALLS
2552CG6008 *
INSTALLATION OF SPOOL-TYPE LOADER INDEX FITTINGS - AFT CARGO
COMPARTMENT
2555CG6008 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
INSTALLATION OF ADDITIONAL NETS IN BULK CARGO COMPARTMENT
2563CH6010 *
EMERGENCY EVACUATION SIGNAL SYSTEM - CONTROL PANEL SWITCH
DELETION
2563CG6026 *
EMERGENCY EVACUATION SIGNAL SYSTEM -INSTALLATION - FLIGHT
COMPARTMENT/PASSENGER CABIN
2622CH6004 *
AUTOMATIC FIRE EXTINGUISHING DISCHARGE - APU
2844CG6001 *
FUEL MEASURING STICKS CALIBRATED IN KILOGRAMS
2911CG6001 *
VICKERS ELECTRIC MOTOR DRIVEN HYDRAULIC PUMPS
3080CH6006 *
PRIMARY ICE DETECTION SYSTEM - ADDITION
3120CH6009 *
AIRBORNE DATA LOADER/RECORDER AND 12 POSITION SWITCH -
INSTALLATION - FLIGHT DECK
3131CH6206 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
INSTALLATION OF TELEDYNE 2233000-45 DIGITAL FLIGHT DATA
ACQUISITION UNIT - BFE
3135CH6157 *
ARINC 744 MULTIPLE INPUT PRINTER INSTALLATION
3140CH6015 *
EICAS - WIRING PROVISIONS FOR COMMUNICATIONS ALERT MESSAGES
3141CG6010 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
EICAS - MAINTENANCE DATA DISPLAY IN FLIGHT
3141CG6015 *
APU RPM INDICATION ON STATUS PAGE OF EICAS
3141CG6016 *
HYDRAULIC PRESSURE INDICATION ON STATUS PAGE OF EICAS
3141CG6018 *
APU OIL QUANTITY INDICATION ON EICAS MAINTENANCE AND STATUS
PAGES
3141CG6019 *
BULK CARGO COMPARTMENT TEMPERATURE INDICATION
3141CG6022 *
GENERATOR OFF AND ENGINE OIL PRESSURE -CAUTION LEVEL ALERT -
UK CAA REQUIREMENT
3151CG6002 *
ALTERNATE AURAL WARNINGS - UK CAA REQUIREMENT
3151CH6017 *
CHIME INHIBIT DURING TAKEOFF/LANDING
3245CH6015 *
TIRE PRESSURE INDICATION ON EICAS - ALL LANDING GEAR - PARTIAL
PROVISIONS
3245CH6016 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
TIRE PRESSURE INDICATION ON EICAS - ALL LANDING GEAR
3246CG6001 *
BRAKE TEMPERATURE INDICATING SYSTEM
3251CG6001 *
SECOND NOSE WHEEL STEERING CONTROL
3321CH6017 *
DECOMPRESSION ACTIVATION OF PASSENGER COMPARTMENT LIGHTING
3340CG6002 *
FLOODLIGHTS NEAR AFT CARGO DOOR
3340CG6003 *
FLOODLIGHTS NEAR BULK CARGO DOOR
3340CG6004 *
FLOODLIGHTS NEAR FORWARD CARGO DOOR (LARGE CARGO DOOR)
3350CH6025 *
ESCAPE PATH LIGHTING SYSTEM UNITS -INSTALLATION OF BFE -
LUMINESCENT SYSTEMS
3413CH6025 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
DELETION OF MACH/AIRSPEED INDICATORS AND ADDITION OF AIRSPEED
TAPE ON EADI - WIRING RETAINED
3416CH6010 *
ALTERNATE AURAL WARNINGS, ALTITUDE ALERT MODULE - RLD
REQUIREMENT
3416CH6014 *
ALTITUDE ALERT INHIBIT - REVISION
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
3421CH6020 *
INERTIAL REFERENCE UNIT (IRU) - ACTIVATION OF THE UPDATED AND
EXTENDED MAGNETIC VARIATION TABLES
3422CG6003 *
ILS DEVIATION WARNING ON EADI
3422CG6004 *
RISING RUNWAY ON EADI
3422CG6015 *
WIND BEARING - DIGITAL DISPLAY - EHSI
3422CG6017 *
ATTITUDE COMPARATOR - ANNUNCIATION - ADDITION -EADI
3422CG6018 *
MAP ORIENTATION - HEADING UP - EHSI
3422CG6022 *
RANGE ARCS ON EHSI
3422CG6037 *
ATTITUDE COMPARATOR FEATURE
3422CH6059 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
EFIS CONTROL PANEL - REPLACEMENT - TCAS AND CENTER MAP
FEATURES
3422CH6088 *
RDMI REVISION - DELETION OF ADF DISPLAY FUNCTION
3422CH6090 *
DISPLAY OF GROUND SPEED, TRUE AIRSPEED, AND WEATHER RADAR
ANTENNA TILT ON EHSI
3423CG6001 *
STANDBY MAGNETIC COMPASS COMPENSATION FOR ELECTRICAL CIRCUITS
- UK CAA REQUIREMENT
3431CH6013 *
ILS RECEIVERS - REPLACEMENT - TO MEET FM IMMUNITY STANDARDS -
BFE
3443CG6016 *
FOUR-COLOR WEATHER RADAR INDICATION ON EHSI
3443CH6101 *
DUAL WEATHER RADAR SYSTEM - BFE - COLLINS
3445CH6068 *
TRAFFIC ALERT AND COLLISION AVOIDANCE SYSTEM (TCAS) II -
HONEYWELL (-904 COMPUTER)/COLLINS ATC INTERMIX - INSTALLATION
3445CH6076 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
RESOLUTION ADVISORY/VERTICAL SPEED INDICATOR -INSTALLATION -
ALLIED SIGNAL - VERTICAL SPEED INDICATOR REPLACEMENT - BFE
3446CG6026 *
GPWS VOICE CALLOUTS
3446CH6034 *
GPWS - VOICE CALLOUTS - AAAS-3 MENU
3451CH6017 *
VOR RECEIVERS - REPLACEMENT - TO MEET FM IMMUNITY STANDARDS -
BFE
3453CH6073 *
ATCRBS/MODE S TRANSPONDER SYSTEM - BFE GABLES CONTROL PANEL -
TCAS COMPATIBLE - REPLACEMENT
3457CH6012 *
BFO - ADDITION - ADF SYSTEM - UK CAA REQUIREMENT
3461CG6001 *
BUYER FURNISHED NAVIGATION DATA BASE
3461CG6020 *
FLIGHT MANAGEMENT COMPUTER SYSTEM (FMCS) -PRODUCT IMPROVEMENT
PACKAGE (PIP) SOFTWARE
3461CG6025 *
FMCS CONTROL DISPLAY UNIT REPLACEMENT WITH HYBRID
MULTI-PURPOSE CONTROL DISPLAY UNIT
3461CG6045 *
FLIGHT MANAGEMENT COMPUTER - INCREASE NAV DATA BASE TO 1
MILLION WORDS - PERFORMANCE DATA BASE CAPACITY ADDITION
3510CG6002 *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
CREW OXYGEN CYLINDER - 114 CUBIC FOOT CAPACITY
3510CH6006 *
INSTALLATION OF OXYGEN MASK STOWAGE BOX WITH AUTOMATIC
MASK/BOOM MICROPHONE SWITCHING
3510CG6008 *
CREW OXYGEN MASK REGULATOR - INSTALLATION -AUTOMATIC PRESSURE
BREATHING TYPE
3520CG6004 *
OXYGEN MASK - ADDITIONAL - EACH OUTBOARD SEAT PASSENGER
SERVICE UNIT
3813CH6002 *
POTABLE WATER HEATERS - DEACTIVATION WITH NO WATER
3814CH6008 *
INSTALLATION OF PRE-SELECT QUANTITY SYSTEM FOR POTABLE WATER
TANK
5211CG6025 *
INSTALLATION OF MID-CABIN TYPE A DOOR WITH TYPE I DOOR AFT OF
WING
5251CH6009 *
FLIGHT DECK DOOR SWITCH - OVERHEAD PANEL REVISION
7200CG6039 IB
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
PRICE PER
CHANGE REQUEST AIRCRAFT
NO./TITLE (1993 STE $)
- -------------- ------------
GENERAL ELECTRIC ENGINES - CF6-80C2-B4F (57,900 POUNDS TAKEOFF
THRUST RATING) WITH FADEC
7731CG6012 *
TRACKING FILTER AVM SIGNAL CONDITIONER (VIBROMETER IN LIEU OF
ENDEVCO) - REVISION -
AVM SYSTEM - GE CF6-80C2 ENGINES
CR'S 126 TOTAL *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
AIRCRAFT CONFIGURATION
THE MARTINAIR AIRCRAFT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit A-3 to Purchase Agreement Number 1770
<PAGE>
<PAGE>
P.A. No. 1770 A-3-1 SA-4
K/ILF
AIRCRAFT CONFIGURATION
Dated
relating to
BOEING MODEL 767-300ER AIRCRAFT
THE MARTINAIR AIRCRAFT
The Detail Specification, referred to in Schedule 1 of
the Purchase Agreement is Boeing Detail Specification D6T10330-
MTH, Revision E dated February 21, 1992. The Aircraft Basic
Price reflects and includes all effects of such changes of price,
except such Aircraft Basic Price does not include the price
effects of Change Requests changing Buyer Furnished Equipment to
Seller Purchased Equipment.
<PAGE>
<PAGE>
AIRFRAME AND ENGINE PRICE ADJUSTMENT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit D to Purchase Agreement Number 1770
<PAGE>
<PAGE>
Exhibit D
Page 2
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
(July 1992 Base Price)
1. Formula.
The Airframe Price Adjustment will be determined at the
time of Aircraft delivery in accordance with the following
formula:
Pa = (P)(L + M - 1)
Where:
Pa = Airframe Price Adjustment.
L = .65 x ECI
-----
116.2
M = .35 x ICI
-----
115.9
P = Aircraft Basic Price (as set forth in Article 3.1 of
this Agreement) less the base price of Engines (as
defined in this Exhibit D) in the amount of * for the
General Electric CF6-80C2B6F series engines and * for
the Pratt & Whitney PW4060 series engines.
ECI = A value using the "Employment Cost Index for workers in
aerospace manufacturing" (aircraft manufacturing,
standard industrial classification code 3721,
compensation, base month and year June 1989 = 100), as
released by the Bureau of Labor Statistics, U.S.
Department of Labor on a quarterly basis for the months of
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
Exhibit D
Page 3
March, June, September and December, calculated as
follows: A three-month arithmetic average value
(expressed as a decimal and rounded to the nearest
tenth) will be determined using the months set forth in
the table below for the applicable Aircraft, with the
released Employment Cost Index value described above
for the month of March also being used for the months of
<PAGE>
<PAGE>
Exhibit D
Page 4
January and February; the value for June also used for April and
May; the value for September also used for July and August; and
the value for December also used for October and November.
ICI = The three-month arithmetic average of the released
monthly values for the Industrial Commodities Index as
set forth in the "Producer Prices and Price Index"
(Base Year 1982 = 100) as released by the Bureau of
Labor Statistics, U.S. Department of Labor values
(expressed as a decimal and rounded to the nearest
tenth) for the months set forth in the table below for
the applicable Aircraft.
In determining the value of L, the ratio of ECI divided
by 116.2 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
In determining the value of M, the ratio of ICI divided
by 115.9 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
Month of Scheduled
Aircraft Delivery as Quantity Months to be Utilized
Set Forth in Article of in Determining the
2.1 of this Agreement Aircraft Value of ECI and ICI
July 1995 One (1) Dec.1994,Jan.,Feb.1995
August 1995 One (1) Jan., Feb., March 1995
November 1995 One (1) Apr., May, June 1995
January 1996 One (1) June, July, Aug. 1995
February 1996 One (1) July, Aug., Sept. 1995
March 1996 One (1) Aug., Sept., Oct. 1995
April 1996 One (1) Sept., Oct., Nov. 1995
June 1996 One (1) Nov.,Dec.1995,Jan.1996
July 1996 One (1) Dec.1995,Jan.,Feb.1996
<PAGE>
<PAGE>
Exhibit D
Page 5
February 1997 One (1) July, Aug., Sept. 1996
March 1997 One (1) Aug., Sept., Oct. 1996
May 1997 One (1) Oct., Nov., Dec. 1996
<PAGE>
<PAGE>
Exhibit D
Page 6
November 1997 One (1) Apr., May, June 1997
December 1997 One (1) May, June, July 1997
October 1998 One (1) Mar., Apr., May 1998
November 1998 One (1) Apr., May, June 1998
2. If at the time of delivery of an Aircraft Boeing is
unable to determine the Airframe Price Adjustment because the
applicable values to be used to determine the ECI and ICI have
not been released by the Bureau of Labor Statistics, then:
2.1 The Airframe Price Adjustment, to be used at the
time of delivery of each of the Aircraft, will be determined by
utilizing the escalation provisions set forth above. The values
released by the Bureau of Labor Statistics and available to
Boeing 30 days prior to scheduled month of Aircraft delivery will
be used to determine the ECI and ICI values for the applicable
months (including those noted as preliminary by the Bureau of
Labor Statistics) to calculate the Airframe Price Adjustment. If
no values have been released for an applicable month, the
provisions set forth in Paragraph 2.2 below will apply. If prior
to delivery of an Aircraft the U.S. Department of Labor changes
the base year for determination of the ECI or ICI values as
defined above, such rebased values will be incorporated in the
Airframe Price Adjustment calculation. The payment by Buyer to
Boeing of the amount of the Purchase Price for such Aircraft, as
determined at the time of Aircraft delivery, will be deemed to be
the payment for such Aircraft required at the delivery thereof.
2.2 If prior to delivery of an Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Aircraft
Airframe Price Adjustment, the parties will, prior to delivery of
any such Aircraft, select a substitute for such values from data
published by the Bureau of Labor Statistics or other similar data
<PAGE>
<PAGE>
Exhibit D
Page 7
reported by non-governmental United States organizations, such
substitute to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing
the use of the original values as they may have fluctuated during
the
<PAGE>
<PAGE>
Exhibit D
Page 8
applicable time period. Appropriate revision of the formula
will be made as required to reflect any substitute values.
However, if within 24 months from delivery of the Aircraft the
Bureau of Labor Statistics should resume releasing values for the
months needed to determine the Airframe Price Adjustment, such
values will be used to determine any increase or decrease in the
Airframe Price Adjustment for the Aircraft from that determined
at the time of delivery of such Aircraft.
2.3 In the event escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an
<PAGE>
<PAGE>
Exhibit D
Page 9
allowance for increases or decreases in labor compensation
and material costs occurring since February, 1992, which
is consistent with the applicable provisions of paragraph 1
of this Exhibit D.
2.4 If required, Boeing will submit either a
supplemental invoice or refund the amounts due Buyer as
appropriate to reflect any increase or decrease in the Airframe
Price Adjustment for the Aircraft from that determined at the
time of delivery of such Aircraft. Any payments due Boeing or
Buyer will be made with reasonable promptness.
3. For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled month of Aircraft delivery will be used to determine
the ECI and ICI values for the applicable months (including those
noted as preliminary by the Bureau of Labor Statistics) to
calculate the Airframe Price Adjustment.
Note: Any rounding of a number, as required under this Exhibit D
with respect to escalation of the airframe price, will be
accomplished as follows: if the first digit of the portion to
be dropped from the number to be rounded is five or greater,
the preceding digit will be raised to the next higher number.
<PAGE>
<PAGE>
Exhibit D
Page 10
ENGINE PRICE ADJUSTMENT - GENERAL ELECTRIC
(JULY 1991 BASE PRICE)
(a) The basic price of each GE Aircraft set forth in
Article 3.2 of this Agreement includes an aggregate price for
CF6-80C2B6F engines and all accessories, equipment and parts
therefor provided by the engine manufacturer (collectively in
this Exhibit D called "Engines") of *. The adjustment in Engine
price applicable to each Aircraft ("Engine Price Adjustment"
herein) will be determined at the time of Aircraft delivery in
accordance with the following formula:
D1 = (Pb x CPI ) - Pb
------
124.49
(b) The following definitions will apply herein:
D1 = Engine Price Adjustment
Pb = Aggregate Engine Base Price as set forth in paragraph
(a) above.
CPI = The Composite Price Index as determined in accordance
with the formula set forth below. The Index values
referred to below, to be used in determining the CPI,
will be for the ninth month prior to the month of
scheduled Aircraft delivery. Such Index values will be
those prepared by the Bureau of Labor Statistics, U.S.
Department of Labor.
CPI = L + M1 + M2 + M3
L = The Labor Index for such month will be the
quotient, expressed as a decimal and rounded to
the nearest thousandth, of the "Hourly Earnings
of Aircraft Engines and Engine Parts Production
Workers" SIC 3724, for such month
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
Exhibit D
Page 11
divided by Eleven Dollars and Sixteen Cents
($11.16). Such quotient will be multiplied by
100 and then by thirty percent (30%) with the
value
<PAGE>
<PAGE>
Exhibit D
Page 12
resulting from the latter multiplication
expressed as a decimal and rounded to the
nearest hundredth.
<PAGE>
<PAGE>
Exhibit D
Page 13
M1 = The Industrial Commodities Index for such month
will be equal to thirty percent (30%) of the
Producer Price Index for "all commodities other
than Farm and Foods," Code 3 through 15, (Base
Year 1982 = 100) for such month, expressed as a
decimal and rounded to the nearest hundredth.
M2 = The Metals and Metal Products Index for such
month will be equal to thirty percent (30%) of
the Producer Price Index for "Metals and Metal
Products," Code 10, (Base Year 1982 = 100) for
such month expressed as a decimal and rounded to
the nearest hundredth.
M3 = The Fuel Index for such month will be equal to
ten percent (10%) of the Producer Price Index
for "Fuel and Related Products and Power," Code
5, (Base Year 1982 = 100) for such month
expressed as a decimal and rounded to the
nearest hundredth.
124.49 = Composite Price Index for October, 1990.
The factor (CPI divided by 124.49) by which the Aggregate Engine
Base Price is to be multiplied will be expressed as a decimal and
rounded to the nearest thousandth.
The Engine Price Adjustment will not be made if it would result
in a decrease in the aggregate Engine base price.
(c) The values of the Average Hourly Earnings and Producer
Price Indices used in determining the Engine Price Adjustment
will be those published by the Bureau of Labor Statistics, U.S.
Department of Labor as of a date 30 days prior to the scheduled
Aircraft delivery to Buyer. Such values will be considered final
and no Engine Price Adjustment will be made after Aircraft
delivery for any subsequent changes in published Index values.
(d) If the U.S. Department of Labor, Bureau of Labor
<PAGE>
<PAGE>
Exhibit D
Page 14
Statistics (i) substantially revises the methodology (in contrast
to benchmark adjustments or other corrections of
<PAGE>
<PAGE>
Exhibit D
Page 15
previously published data) or (ii) discontinues publication of
any of the data referred to above, General Electric agrees to
meet jointly with Boeing and Buyer to jointly select a substitute
for the revised or discontinued data;
<PAGE>
<PAGE>
Exhibit D
Page 16
such substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it
may have fluctuated had it not been revised or discontinued.
Appropriate revision of the Engine Price Adjustment provisions
set forth above will be made to accomplish this result for
the affected Engines.
In the event the Engine price escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, General Electric agrees to meet
jointly with Boeing and Buyer to jointly agree, to the extent
such parties may lawfully do so, to adjust equitably the purchase
price of any affected Engine(s) to reflect an allowance for
increases in labor, material and fuel costs that have occurred
from the period represented by the applicable CPI to the ninth
month preceding the month of scheduled delivery of the applicable
Aircraft.
NOTE: Any rounding of a number, as required under this Exhibit D
with respect to escalation of the Engine price, will be
accomplished as follows: if the first digit of the portion to
be dropped from the number to be rounded is five or greater,
the preceding digit will be raised to the next higher number.
<PAGE>
<PAGE>
Exhibit D
Page 17
ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
(JULY 1992 BASE PRICE)
(a) The basic price of each P&W Aircraft set forth in
Article 3.2 of this Agreement includes an aggregate price for
PW4060 engines and all accessories, equipment and parts therefor
provided by the engine manufacturer (collectively in this
Exhibit D called "Engines") of *. The adjustment in Engine price
applicable to each Aircraft ("Engine Price Adjustment" herein)
will be determined at the time of Aircraft delivery in accordance
with the following formula:
Pa = (P) (AA + BB + CC) - P
(b) The following definitions will apply herein:
Pa = Engine Price Adjustment
P = Aggregate Engine Base Price as set forth in paragraph
(a) above.
AA = .60 x L
-----
$16.04
BB = .30 x M
-----
118.7
CC = .10 x E
-----
79.1
In determining the value of AA, BB and CC, the ratio of L divided
by $16.04, M divided by 118.7 and E divided by 79.1 will be
expressed as a decimal and rounded to the nearest ten-thousandth
but the decimal value resulting from multiplying such ratios by
the respective constants (.60, .30 and .10) will not be rounded.
The value of the sum of
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
Exhibit D
Page 18
AA + BB + CC will also be rounded to the nearest ten-thousandth.
L = Labor Index, which is the "Hourly Earnings of Aircraft
Engines and Engine Parts Production Workers, SIC 3724"
published by the Bureau of Labor Statistics, U.S.
Department of Labor, for
<PAGE>
<PAGE>
Exhibit D
Page 19
the seventh month preceding the month of scheduled
Aircraft delivery.
$16.04 = Published Labor Index (SIC 3724) for December, 1991.
<PAGE>
<PAGE>
Exhibit D
Page 20
M = Material Index, which is the "Producer Price Index
-Code 10, Metals and Metal Products," (Base Year 1982 =
100) published by the Bureau of Labor Statistics, U.S.
Department of Labor, for the seventh month preceding
the month of scheduled Aircraft delivery.
118.7 = Published Material Index (Code 10) for December, 1991.
E = Fuel Index, which is the "Producer Price Index -Code 5,
Fuels and Related Products and Power" (Base Year 1982 =
100) published for the Bureau of Labor Statistics, U.S.
Department of Labor, for the seventh month preceding
the month of scheduled Aircraft delivery.
79.1 = Published Fuel Index (Code 5) for December, 1991.
The Engine Price Adjustment will not be made if it would result
in a decrease in the aggregate Engine base price.
(c) The value of the Labor, Material and Fuel Index used in
determining the Engine Price Adjustment will be those published
by the Bureau of Labor Statistics, U.S. Department of Labor as of
a date 30 days prior to the scheduled Aircraft delivery to Buyer.
Such Index values will be considered final and no revision to the
Engine Price Adjustment will be made after Aircraft delivery for
any subsequent changes in published Index values.
(d) If the Bureau of Labor Statistics, U. S. Department of
Labor, (i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data), or (ii) discontinues publication of any of the
data referred to above or (iii) temporarily discontinues
publication of any of the data referred to above, Pratt & Whitney
Aircraft (P&WA) agrees to meet jointly with Boeing and Buyer and
jointly select a substitute for the revised or discontinued data,
such
<PAGE>
<PAGE>
Exhibit D
Page 21
substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it may
have fluctuated had it not been revised or discontinued.
Appropriate revision of the Engine Price Adjustment provisions
<PAGE>
<PAGE>
Exhibit D
Page 22
set forth above will be made to accomplish this result for
affected Engines.
<PAGE>
<PAGE>
Exhibit D
Page 23
In the event the Engine Price Adjustment escalation provisions of
this Agreement are made non-enforceable or otherwise rendered
null and void by any agency of the United States Government, P&WA
agrees to meet with Boeing and jointly agree, to the extent that
they may lawfully do so, to adjust equitably the purchase price
of the Engine(s) to reflect an allowance for increases in labor,
material and fuel costs that occurred from December, 1991 to the
seventh month preceding the month of scheduled delivery of the
applicable Aircraft.
NOTES: Any rounding of a number, as required under this Exhibit D
with respect to escalation of the Engine price, will be
accomplished as follows: if the first digit of the portion to
be dropped from the number to be rounded is five or greater,
the preceding digit will be raised to the next higher number.
<PAGE>
<PAGE>
AIRFRAME AND ENGINE PRICE ADJUSTMENT FOR THE KLM AIRCRAFT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit D-1 to Purchase Agreement Number 1770
<PAGE>
<PAGE>
Exhibit D-1
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
(1993 Base Price)
THE KLM AIRCRAFT
1. Formula.
The Airframe Price Adjustment will be determined at the
time of Aircraft delivery in accordance with the following
formula:
Pa = (P)(L + M - 1)
Where:
Pa = Airframe Price Adjustment.
L = .65 x ECI
-----
123.7
M = .35 x ICI
-----
118.3
P = Aircraft Basic Price (as set forth in Article 3.2 of
this Agreement) less the base price of Engines (as
defined in this Exhibit D-1) in the amount of *.
ECI = A value using the "Employment Cost Index for workers in
aerospace manufacturing" (aircraft manufacturing,
standard industrial
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
classification code 3721, compensation, base month and
year June 1989 = 100), as released by the Bureau of
Labor Statistics, U.S. Department of Labor on a
quarterly basis for the months of March, June,
September and December, calculated as follows: A
three-month arithmetic average value (expressed as a
decimal and rounded to the nearest tenth) will be
determined using the months set forth in the table
below for the applicable Aircraft, with the released
Employment Cost Index value described above for the
month of March also being used for the months of
January and February; the value for June also used for
April and May; the value for September also used for
July and August; and the value for December also used
for October and November.
<PAGE>
<PAGE>
ICI =The three-month arithmetic average of the released
monthly values for the Industrial Commodities Index as
set forth in the "Producer Prices and Price Index"
(Base Year 1982 = 100) as released by the Bureau of
Labor Statistics, U.S. Department of Labor values
(expressed as a decimal and rounded to the nearest
tenth) for the months set forth in the table below for
the applicable Aircraft.
In determining the value of L, the ratio of ECI divided
by 123.7 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
In determining the value of M, the ratio of ICI divided
by 118.3 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
Months to be Utilized
Month of Scheduled in Determining the
Aircraft Delivery Value of ECI and ICI
- ----------------- ---------------------
January June B, July B, Aug. B
February July B, Aug. B, Sept. B
March Aug. B, Sept. B, Oct. B
April Sept. B, Oct. B, Nov. B
May Oct. B, Nov. B, Dec. B
June Nov. B, Dec. B, Jan. D
July Dec. B, Jan. D, Feb. D
August Jan. D, Feb. D, Mar. D
September Feb. D, Mar. D, Apr. D
October Mar. D, Apr. D, May D
November Apr. D, May D, June D
December May D, June D, July D
The following definitions of B and D will apply:
B = The calendar year before the year in which the
scheduled month of delivery as set forth in Article
2.1 occurs.
D = The calendar year during which the scheduled month
of delivery as set forth in Article 2.1 occurs.
<PAGE>
<PAGE>
2. If at the time of delivery of an Aircraft Boeing is
unable to determine the Airframe Price Adjustment because the
applicable values to be used to determine the ECI and ICI have
not been released by the Bureau of Labor Statistics, then:
2.1 The Airframe Price Adjustment, to be used at the
time of delivery of each of the Aircraft, will be determined by
utilizing the escalation provisions set forth above. The values
released by the Bureau of Labor Statistics and available to
Boeing 30 days prior to scheduled Aircraft delivery will be used
to determine the ECI and ICI values for the applicable months
(including those noted as preliminary by the Bureau of Labor
Statistics) to calculate the Airframe Price Adjustment. If no
values have been released for an applicable month, the provisions
set forth in Paragraph 2.2 below will apply. If prior to
delivery of an Aircraft the U.S. Department of Labor changes the
base year for determination of the ECI or ICI values as defined
above, such rebased values will be incorporated in the Airframe
Price Adjustment calculation. The payment by Buyer to Boeing of
the amount of the Purchase Price for such Aircraft, as determined
at the time of Aircraft delivery, will be deemed to be the
payment for such Aircraft required at the delivery thereof.
2.2 If prior to delivery of an Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Aircraft
Airframe Price Adjustment, the parties will, prior to delivery of
any such Aircraft, select a substitute for such values from data
published by the Bureau of Labor Statistics or other similar data
reported by non-governmental United States organizations, such
substitute to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing
the use of the original values as they may have fluctuated during
the applicable time period. Appropriate revision of the formula
will be made as required to reflect any substitute values.
However, if within 24 months from delivery of the Aircraft the
Bureau of Labor Statistics should resume releasing values for the
months needed to determine the Airframe Price Adjustment, such
values will be used to determine any increase or decrease in the
Airframe Price Adjustment for the Aircraft from that determined
at the time of delivery of such Aircraft.
<PAGE>
<PAGE>
2.3 In the event escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring
since February, 1993, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D-1.
3. For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled Aircraft delivery will be used to determine the ECI
and ICI values for the applicable months (including those noted
as preliminary by the Bureau of Labor Statistics) to calculate
the Airframe Price Adjustment.
Note: Any rounding of a number, as required under this Exhibit D-1
with respect to escalation of the airframe price, will be
accomplished as follows: if the first digit of the
portion to be dropped from the number to be rounded is
five or greater, the preceding digit will be raised to
the next higher number.
<PAGE>
<PAGE>
Exhibit D-1
ENGINE PRICE ADJUSTMENT - GENERAL ELECTRIC
(1991 BASE PRICE)
THE KLM AIRCRAFT
(a) The Aircraft Basic Price of each Aircraft set forth in
Schedule 1 of this Agreement includes an aggregate price for
CF6-80C2B4F engines and all accessories, equipment and parts
therefor provided by the engine manufacturer (collectively in
this Exhibit D-1 called "Engines") of *. The adjustment in
Engine price applicable to each Aircraft ("Engine Price
Adjustment" herein) will be determined at the time of Aircraft
delivery in accordance with the following formula:
D1 = (Pb x CPI ) - Pb
------
124.49
(b) The following definitions will apply herein:
D1 = Engine Price Adjustment
Pb = Aggregate Engine Base Price as set forth in paragraph
(a) above.
CPI = The Composite Price Index as determined in
accordance with the formula set forth below. The
Index values referred to below, to be used in
determining the CPI, will be for the ninth month
prior to the month of scheduled Aircraft delivery.
Such Index values will be those prepared by the
Bureau of Labor Statistics, U.S. Department of
Labor.
CPI = L + M1 + M2 + M3
L = The Labor Index for such month will be the
quotient, expressed as a decimal and
rounded to the nearest thousandth, of the
"Hourly Earnings of Aircraft
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
Engines and Engine Parts Production Workers"
SIC 3724, for such month divided by Eleven
Dollars and Sixteen Cents ($11.16). Such
quotient will be multiplied by 100 and then by
thirty percent (30%) with the value resulting
from the latter multiplication expressed as a
decimal and rounded to the nearest hundredth.
<PAGE>
<PAGE>
M1 = The Industrial Commodities Index for such month
will be equal to thirty percent (30%) of
the Producer Price Index for "all
commodities other than Farm and Foods,"
Code 3 through 15, (Base Year 1982 = 100)
for such month, expressed as a decimal and
rounded to the nearest hundredth.
M2 = The Metals and Metal Products Index for such month
will be equal to thirty percent (30%) of
the Producer Price Index for "Metals and
Metal Products," Code 10, (Base Year 1982
= 100) for such month expressed as a
decimal and rounded to the nearest
hundredth.
M3 = The Fuel Index for such month will be equal to ten
percent (10%) of the Producer Price Index
for "Fuel and Related Products and Power,"
Code 5, (Base Year 1982 = 100) for such
month expressed as a decimal and rounded
to the nearest hundredth.
124.49 = Composite Price Index for October, 1990.
The factor (CPI divided by 124.49) by which the Aggregate Engine
Base Price is to be multiplied will be expressed as a decimal and
rounded to the nearest thousandth.
The Engine Price Adjustment will not be made if it would result
in a decrease in the aggregate Engine base price.
(c) The values of the Average Hourly Earnings and Producer
Price Indices used in determining the Engine Price Adjustment
will be those published by the Bureau of Labor Statistics, U.S.
Department of Labor as of a date 30 days prior to the scheduled
Aircraft delivery to Buyer. Such values will be considered final
and no Engine Price Adjustment will be made after Aircraft
delivery for any subsequent changes in published Index values.
(d) If the U.S. Department of Labor, Bureau of Labor
Statistics (i) substantially revises the methodology (in contrast
to benchmark adjustments or other corrections of previously
published data) or (ii) discontinues publication of any of the
data referred to above, General Electric agrees to meet jointly
with Boeing and Buyer to jointly select a substitute for the
revised or discontinued data; such substitute data to lead in
application to the same adjustment result, insofar as possible,
as would have been achieved by continuing the use of the original
data as it may have fluctuated had it not been revised or
discontinued. Appropriate revision of the Engine Price
Adjustment provisions set forth above will be made to accomplish
this result for the affected Engines.
In the event the Engine price escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, General Electric agrees to meet
jointly with Boeing and Buyer to jointly agree, to the extent
such parties may lawfully do so, to adjust equitably the purchase
price of any affected Engine(s) to reflect an allowance for
increases in labor, material and fuel costs that have occurred
from the period represented by the applicable CPI to the ninth
month preceding the month of scheduled delivery of the applicable
Aircraft.
NOTE: Any rounding of a number, as required under this Exhibit D-1
with respect to escalation of the Engine price, will be
accomplished as follows: if the first digit of the
portion to be dropped from the number to be rounded is
five or greater, the preceding digit will be raised to
the next higher number.
<PAGE>
<PAGE>
Purchase Agreement No. 1770
Page 1 of 1
<TABLE>
<CAPTION>
Table 1 to
Purchase Agreement 1770
Aircraft Deliveries and Descriptions
Model 767-300ER Aircraft
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Month/Year Quantity Detail Base Article 3 Article 3.7
of of Specification Exhibit Airframe Special Engine Aircraft Advance Payment
Delivery Aircraft No. and Date No. Price Features Price Basic Price Base Price
- --------- -------- ------------- ------- --------- -------- ------ ----------- ---------------
July 1995 One (1) D6T10330ILF-KL A-2 * * * * *
August 1995 One (1) D6T10330ILF-KL A-2 * * * * *
November 1995 One (1) D6T10330-MTH A-3 * * * * *
January 1996 One (1) D6T10330ILF-KL A-2 * * * * *
February 1996 One (1) D6T10330ILF-2 A * * * * *
March 1996 One (1) D6T10330ILF-KL A-2 * * * * *
April 1996 One (1) D6T10330ILF-3 A-1 * * * * *
June 1996 One (1) D6T10330ILF-KL A-2 * * * * *
July 1996 One (1) D6T10330ILF-KL A-2 * * * * *
February 1997 One (1) D6T10330ILF-3 A-1 * * * * *
March 1997 One (1) D6T10330ILF-2 A * * * * *
May 1997 One (1) D6T10330ILF-2 A * * * * *
November 1997 One (1) D6T10330ILF-2 A * * * * *
December 1997 One (1) D6T10330ILF-2 A * * * * *
October 1998 One (1) D6T10330ILF-2 A * * * * *
November 1998 One (1) D6T10330ILF-3 A-1 * * * * *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
</TABLE>
<PAGE>
<PAGE>
AIRFRAME AND ENGINE PRICE ADJUSTMENT
FOR THE MARTINAIR AIRCRAFT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit D-2 to Purchase Agreement Number 1770
<PAGE>
<PAGE>
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
(1993 Base Price)
THE MARTINAIR AIRCRAFT
1. Formula.
The Airframe Price Adjustment will be determined at the
time of Aircraft delivery in accordance with the following
formula:
Pa = (P) (L + M - 1)
Where
Pa = Airframe Price Adjustment.
L = .65 x ECI
-----
123.7
M = .35 x ICI
-----
118.3
P = Aircraft Basic Price (as set forth in Article 3.2
of this Agreement) less the base price of Engines
(as defined in this Exhibit D-2) in the amount of
*.
ECI = A value using the "Employment Cost Index for
workers in aerospace manufacturing" (aircraft
manufacturing, standard industrial classification
code 3721, compensation, base month and year June
1989 = 100), as released by the Bureau of Labor
Statistics, U.S. Department of Labor on a
quarterly basis for the months of March, June,
September and December, calculated as follows: A
three-month arithmetic average value (expressed as
a decimal and rounded to the nearest tenth) will
be determined using the months set forth in the
table below for the applicable Aircraft, with the
released Employment Cost Index value described
above for the month of March also being used for
the months of January and February; the value for
June also used for April and May; the value for
September also used for July and August; and the
value for December also used for October and
November.
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
ICI = The three-month arithmetic average of the released
monthly values for the Industrial Commodities
Index as set forth in the "Producer Prices and
Price Index" (Base Year 1982 = 100) as released by
the Bureau of Labor Statistics, U.S. Department of
Labor values (expressed as a decimal and rounded
to the nearest tenth) for the months set forth in
the table below for the applicable Aircraft.
In determining the value of L, the ratio of ECI divided
by 123.7 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest ten-
thousandth.
In determining the value of M, the ratio of ICI divided
by 118.3 will be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest ten-
thousandth.
Months to be Utilized
Month of Scheduled in Determining the
Aircraft Delivery Value of ECI AND ICI
- ------------------ ----------------------
January June B, July B, Aug. B
February July B, Aug. B, Sept. B
March Aug. B, Sept. B, Oct. B
April Sept. B, Oct. B, Nov. B
May Oct. B, Nov. B, Dec. B
June Nov. B, Dec. B, Jan. D
July Dec. B, Jan. D, Feb. D
August Jan. D, Feb. D, Mar. D
September Feb. D, Mar. D, Apr. D
October Mar. D, Apr. D, May D
November Apr. D, May D, June D
December May D, June D, July D
The following definitions of B and D will apply:
B = The calendar year before the year in which the
scheduled month of delivery as set forth in Article 2.1
occurs.
D = The calendar year during which the scheduled month of
delivery as set forth in Article 2.1 occurs.
2. If at the time of delivery of an Aircraft Boeing is unable
to determine the Airframe Price Adjustment because the applicable
values to be used to determine the ECI and ICI have not been
released by the Bureau of Labor Statistics, then:
2.1 The Airframe Price Adjustment, to be used at the time
of delivery of each of the Aircraft, will be determined by
utilizing the escalation provisions set forth above. The values
released by the Bureau of Labor Statistics and available to
<PAGE>
<PAGE>
Boeing 30 days prior to scheduled Aircraft delivery will be used
to determine the ECI and ICI values for the applicable months
(including those noted as preliminary by the Bureau of Labor
Statistics) to calculate the Airframe Price Adjustment. If no
values have been released for an applicable month, the provisions
set forth in Paragraph 2.2 below will apply. If prior to
delivery of an Aircraft the U.S. Department of Labor changes the
base year for determination of the ECI or ICI values as defined
above, such rebased values will be incorporated in the Airframe
Price Adjustment calculation. The payment by Buyer to Boeing of
the amount of the Purchase Price for such Aircraft, as determined
at the time of Aircraft delivery, will be deemed to be the
payment for such Aircraft required at the delivery thereof.
2.2 If prior to delivery of an Aircraft the U.S. Department
of Labor substantially revises the methodology used for the
determination of the values to be used to determine the ECI and
ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Aircraft
Airframe Price Adjustment, the parties will, prior to delivery of
any such Aircraft, select a substitute for such values from data
published by the Bureau of Labor Statistics or other similar data
reported by non-governmental United States organizations, such
substitute to lead in application to the same adjustment result,
insofar as possible, as would have been achieved by continuing
the use of the original values as they may have fluctuated during
the applicable time period. Appropriate revision of the formula
will be made as required to reflect any substitute values.
However, if within 24 months from delivery of the Aircraft the
Bureau of Labor Statistics should resume releasing values for the
months needed to determine the Airframe Price Adjustment, such
values will be used to determine any increase or decrease in the
Airframe Price Adjustment for the Aircraft from that determined
at the time of delivery of such Aircraft.
2.3 In the event escalation provisions are made non-
enforceable or otherwise rendered null and void by any agency of
the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Aircraft to reflect an allowance for increases or
decreases in labor compensation and material costs occurring
since February, 1993, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D-2.
3. For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing 30 days prior
to scheduled Aircraft delivery will be used to determine the ECI
and ICI values for the applicable months (including those noted
as preliminary by the Bureau of Labor Statistics) to calculate
the Airframe Price Adjustment.
<PAGE>
<PAGE>
Note: Any rounding of a number, as required under this
Exhibit D-2 with respect to escalation of the airframe
price, will be accomplished as follows: If the first
digit of the portion to be dropped from the number to
be rounded is five or greater, the preceding digit will
be raised to the next higher number.
<PAGE>
<PAGE>
ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
(1993 BASE PRICE)
(a) The Aircraft Basic Price of the Aircraft set forth
in The Schedule of this Agreement includes an
aggregate price for PW4060 engines and all
accessories, equipment and parts therefor provided
by the engine manufacturer (collectively in this
Exhibit D-2 called "Engines") of *. The
adjustment in Engine price applicable to each
Aircraft ("Engine Price Adjustment" herein) will
be determined at the time of Aircraft delivery in
accordance with the following formula:
Pa - (P) (AA + BB + CC) - P
(b) The following definitions will apply herein:
Pa = Engine Price Adjustment
P = Aggregate Engine Base Price as set forth in
paragraph (a) above.
AA = .60 x L
-----
$16.74
BB = .30 x M
-----
118.5
CC = .10 x E
-----
79.7
In determining the value of AA, BB and CC, the ratio of
L divided by $16.74, M divided by 118.5 and E divided
by 79.7 will be expressed as a decimal and rounded to
the nearest ten-thousandth but the decimal value
resulting from multiplying such ratios by the
respective constants (.60, .30 and .10) will not be
rounded. The value of the sum of AA + BB + CC will
also be rounded to the nearest ten-thousandth.
L = Labor Index, which is the "Hourly Earnings of
Aircraft Engines and Engine Parts Production
Workers, SIC 3724" published by the Bureau of
Labor Statistics, U.S. Department of Labor,
for the seventh month preceding the month of
scheduled Aircraft delivery.
$16.74 = Published Labor Index (SIC 3724) for
December, 1992.
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
M = Material Index, which is the "Producer Price
Index - Code 10, Metals and Metal Products,"
(Base Year 1982 = 100) published by the
Bureau of Labor Statistics, U.S. Department
of Labor, for the seventh month preceding the
month of scheduled Aircraft delivery.
118.5 = Published Material Index (Code 10) for
December, 1992.
E = Fuel Index, which is the "Producer Price
Index - Code 5, Fuels and Related Products
and Power" (Base Year 1982 = 100) published
for the Bureau of Labor Statistics, U.S.
Department of Labor, for the seventh month
preceding the month of schedule Aircraft
delivery.
79.7 = Published Fuel Index (Code 5) for December,
1992.
The Engine Price Adjustment will not be made if it
would result in a decrease in the aggregate Engine base
price.
(c) The value of the Labor, Material and Fuel Index
used in determining the Engine Price Adjustment will be
those published by the Bureau of Labor Statistics, U.S.
Department of Labor as of a date 30 days prior to the
scheduled Aircraft delivery to Buyer. Such Index
values will be considered final and no revision to the
Engine Price Adjustment will be made after Aircraft
delivery for any subsequent changes in published Index
values.
(d) If the Bureau of Labor Statistics, U.S. Department
of Labor, (i) substantially revises the methodology (in
contrast to benchmark adjustments or other corrections
of previously published data), or (ii) discontinues
publication of any of the data referred to above or
(iii) temporarily discontinues publication of any of
the data referred to above, Pratt & Whitney Aircraft
(P&WA) agrees to meet jointly with Boeing and Buyer and
jointly select a substitute for the revised or
discontinued data, such substitute data to lead in
application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the
use of the original data as it may have fluctuated had
it not been revised or discontinued. Appropriate
revision of the Engine Price Adjustment provisions set
forth above will be made to accomplish this result for
affected Engines.
<PAGE>
<PAGE>
In the event the Engine Price Adjustment escalation
provisions of this Agreement are made non-enforceable
or otherwise rendered null and void by any agency of
the United States Government, P&WA agrees to meet with
Boeing and jointly agree, to the extent that they may
lawfully do so, to adjust equitably the purchase price
of the Engine(s) to reflect an allowance for increases
in labor, material and fuel costs that occurred from
December, 1992 to the seventh month preceding the month
of scheduled delivery of the applicable Aircraft.
NOTES: Any rounding of a number, as required under
this Exhibit D-2 with respect to escalation
of the Engine price, will be accomplished as
follows: if the first digit of the portion
to be dropped from the number to be rounded
is five or greater, the preceding digit will
be raised to the next higher number.
<PAGE>
<PAGE>
6-1162-RLL-497
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-RLL-497 to
Purchase Agreement No. 1770 -Option Aircraft
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1770 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and International Lease Finance Corporation (Buyer)
relating to Model 767-300ER aircraft (Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Purchase Agreement.
In consideration of the purchase by Buyer of the Aircraft, Boeing
hereby agrees to manufacture and sell nine (9) additional
Model 767-300ER aircraft as described in paragraph 1 of
Attachment A hereto (Option Aircraft) to Buyer, subject to the
terms and conditions set forth below.
1. Delivery.
1.1 The Option Aircraft will be delivered to Buyer
during or before the months set forth in the following schedule:
Month and Year Number of
of Delivery Option Aircraft
February 1998 One (1)
March 1998 One (1)
April 1998 One (1)
May 1998 One (1)
February 1999 One (1)
March 1999 One (1)
April 1999 One (1)
May 1999 One (1)
October 1999 One (1)
<PAGE>
<PAGE>
1.2 The Option Aircraft are offered to Buyer powered
by Pratt & Whitney Model PW4060 Engines (PW Option Aircraft) or
General Electric Model CF6-80C2-B6F Engines (GE Option Aircraft).
Concurrently with notice to Boeing of exercise of the option to
purchase the Option Aircraft, Buyer will notify Boeing which
engine it selects for each Aircraft.
2. Price.
2.1 The advance payment base prices of the Option
Aircraft set forth below and in paragraph 2.1 of Attachment A
represents the estimated delivery prices of the Option Aircraft.
The Option Aircraft pricing elements and associated pricing terms
and conditions are given in Attachment A.
2.2 Price and escalation provisions for Model 767-
300ER aircraft delivering after 1998, are not currently
available. The estimated advance payment base prices shown in
paragraph 2.3 below and in paragraph 2.1 of Attachment A are
based on currently available price and escalation provisions. As
price and escalation provisions become available for Model 767-
300ER aircraft delivering after 1998, such price and escalation
provisions will be appropriately applied to the applicable Option
Aircraft.
For additional information relating to price and escalation
provisions applicable to Option Aircraft delivering after 1998
refer to paragraphs 2.2 and 3.2 of Attachment A.
2.3 The advance payment base prices of the Option
Aircraft indicated below include an amount for the special
features described in paragraph 1.1 of Attachment A but do not
include any amount for items of Buyer Furnished Equipment (BFE).
For Buyer's planning purposes, an estimate of the price for BFE
is * (expressed in 1996 dollars).
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
Month and Year Advance Payment Base
of Delivery Price Per Option Aircraft
-------------- -------------------------
PW Option GE Option
Aircraft Aircraft
--------- ---------
February 1998 * *
March 1998 * *
April 1998 * *
May 1998 * *
February 1999 * *
March 1999 * *
April 1999 * *
May 1999 * *
October 1999 * *
2.4 The Option Aircraft purchase price shall be the
applicable basic price thereof at the time of Option Aircraft
delivery adjusted in accordance with Boeing's airframe escalation
provisions and the engine manufacturer's escalation provisions
contained in the definitive agreement to purchase the Option
Aircraft. The purchase price will include the price for Seller
Purchased Equipment (SPE) if Buyer has elected to change Buyer
Furnished Equipment (BFE) to SPE.
3. Option Aircraft Payment.
3.1 In consideration of the granting of the option
as set forth herein, Buyer will pay a deposit to Boeing of * for
each Option Aircraft (Deposit). Such deposit will be made in two
payments at * for each Option Aircraft; the first payment to be
made on or before the date Boeing and Buyer enter into a
definitive agreement to purchase the aircraft; and the second to
be paid on or before January 15, 1993. In the event Buyer
exercises its option herein, the amount of the Deposit will be
credited against the first advance payment due for such Option
Aircraft pursuant to the advance payment schedule set forth in
paragraph 3 of Attachment A. The Deposits for the Option
Aircraft shall be refunded to Buyer, without interest, if the
parties do not enter into a definitive purchase agreement for the
Aircraft.
In the event that, after the parties enter into a definitive
agreement to purchase the Aircraft, Buyer does not exercise its
option to purchase the Option Aircraft pursuant to the terms and
conditions set forth herein, Boeing shall be entitled to retain
the Deposits for the Option Aircraft except as provided in
paragraphs 4 and 5.2 herein.
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
3.2 Advance payments in the amount of 30% of the
advance payment base price will be payable on the Option Aircraft
in accordance with paragraph 3 of Attachment A. The remainder of
the Option Aircraft purchase price is due at the time of delivery
of the Option Aircraft.
4. Rights of Substitution.
If Boeing discontinues production of the Model
767-300ER aircraft at any time which would affect Boeing's
ability to manufacture and deliver any Option Aircraft to Buyer,
the parties will discuss the substitution of other Boeing model
aircraft being offered for delivery during the delivery period of
the affected Option Aircraft. Any such substitution shall be
subject to mutually agreeable terms and conditions, recognizing
that the delivery month of any substitute aircraft shall be
subject to Boeing's then-current manufacturing capabilities and
other delivery commitments. In the event Boeing and Buyer are
unable to agree on the terms and conditions of such substitution
within a reasonable period of time, either party may terminate
the purchase of the affected Option Aircraft and Boeing shall
refund to Buyer, without interest, any advance payments received
by Boeing from Buyer with respect to any Option Aircraft so
terminated.
5. Option Exercise.
5.1 To exercise its Option, Buyer shall give written
or telegraphic notice thereof to Boeing on or before thirty-four
(34) months prior to the first day of the scheduled delivery
month of each Option Aircraft.
In such notice Buyer shall select the engine type for the
exercised Option Aircraft.
5.2 It is understood and agreed that Boeing may
accelerate the option exercise dates specified above if Boeing
must make production decisions which are dependent on Buyer's
decision to buy the Option Aircraft. If Boeing elects to
accelerate the option exercise dates, Boeing shall do so by
giving written or telegraphic notice thereof to Buyer. Such
notice shall specify the revised option exercise dates, which
shall not be earlier than thirty (30) days after the date of
<PAGE>
<PAGE>
transmittal of such notice, and the Option Aircraft delivery
positions affected by such revision. If Buyer fails to exercise
its option for the any Option Aircraft affected by such revised
dates, the Deposit applicable to such Option Aircraft shall be
promptly refunded, without interest, to Buyer.
6. Contract Terms.
It is understood that Boeing and Buyer will use their
best efforts to enter into a definitive agreement for the Option
Aircraft, within thirty (30) days after Buyer exercises an option
to purchase Option Aircraft pursuant to paragraph 5, covering the
detailed terms and conditions for the sale of such Option
Aircraft.
Such definitive agreement shall include the terms and conditions
contained herein together with the terms and conditions, not
inconsistent herewith, contained in Boeing's then-current
standard form of purchase agreement for the sale of Model 767-
300ER aircraft in effect as of the date of option exercise and
such additional terms and conditions as may be mutually agreed
upon. In the event the parties have not entered into such an
agreement within the time period contemplated herein, either
party shall have the right, exercisable by written or telegraphic
notice given to the other within ten (10) days after such period,
to cancel the purchase of such Option Aircraft.
7. Cancellation of Option to Purchase.
Either Boeing or Buyer may cancel the option to
purchase an Option Aircraft if any of the following events are
not accomplished by the respective dates contemplated in this
letter agreement, or in the Purchase Agreement, as the case may
be:
(i) termination of the purchase of the Aircraft
under the Purchase Agreement for any reason;
(ii) payment by Buyer of the Deposit with respect to
an Option Aircraft pursuant to paragraph 3.1 herein; or
(iii) exercise of an option to purchase an Option
Aircraft pursuant to the terms hereof.
<PAGE>
<PAGE>
Any cancellation of an option to purchase by Boeing which is
based on the termination of the purchase of Aircraft under the
Purchase Agreement shall be on a one-for-one basis, for each
Aircraft so terminated.
Cancellation of an option to purchase provided by this letter
agreement shall be caused by either party giving written notice
to the other within ten (10) days after the respective date in
question. Upon receipt of such notice, all rights and
obligations of the parties with respect to an Option Aircraft for
which the option to purchase has been cancelled shall thereupon
terminate.
If cancellation is as result of a model substitution by Boeing
pursuant to paragraph 4, or is because of the revision of an
option exercise date by Boeing pursuant to paragraph 5.2, Boeing
will promptly refund to Buyer, without interest, any payments
received from Buyer, including the Deposit, with respect to the
Option Aircraft for which the option is cancelled. If
cancellation is for any other reason, Boeing shall promptly
refund to Buyer, without interest, any payments received from
Buyer with respect to the affected Option Aircraft, except the
Deposit, which Boeing shall retain.
Very truly yours,
THE BOEING COMPANY
By
Its
ACCEPTED AND AGREED TO this
Date: , 1992
INTERNATIONAL LEASE FINANCE CORPORATION
By
Its
Attachments
<PAGE>
<PAGE>
Attachment A to
6-1162-RLL-497/767
Page 1
Model 767-300ER Aircraft
- ------------------------
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft is
described by Configuration Specification D6T10330ILFAAR, Revision
A, dated November 18,1992 (the baseline) as revised to include:
(1) The following alternate engine installations:
(a) PW Option Aircraft.
(i) Change No. 7200CG6018; Pratt &
Whitney PW 4060 Engines (60,000
Pounds Takeoff Thrust Rating)
(ii) Associated PW model configuration
changes
(b) GE Option Aircraft.
(i) Change No. 7200CG6036; General
Electric Model CF6-80C2-B6F
Engines (61,500 Pounds Takeoff
Thrust Rating-With FADEC)
(ii) Associated GE model configuration
changes
1.2 Changes. The Option Aircraft Configuration
Specification will be further revised to include:
(1) Changes applicable to the basic Model
767-300ER aircraft which are developed by Boeing between the date
of the Configuration Specification and the signing of the
definitive agreement.
(2) Changes mutually agreed upon.
(3) Changes required to obtain an Export
Certificate of Airworthiness or Standard Airworthiness
Certificate, as the case may be.
<PAGE>
<PAGE>
1.3 Program Changes. The definitive purchase agreement
for the Option Aircraft will contain provisions whereby Boeing
may revise the Detail Specification without Buyer's consent to
incorporate the effects of Program
<PAGE>
<PAGE>
Changes, which are defined as changes to the basic specification
for Boeing Model 767-300ER aircraft that are not Development
Changes (as such term is defined in the definitive purchase
agreement for the Option Aircraft) or changes required to obtain
aircraft certification. The Detail Specification will be revised
as appropriate to reflect the effects of Program Changes. There
will be no additional charge to Buyer for Program Changes which
are installed for the first time in production on Model
767-300ER aircraft contracted for delivery less than 36 months
after the date of the definitive agreement for the Option
Aircraft. In such case there will be no change in guaranteed
weight and/or guaranteed performance of affected Option Aircraft.
Buyer will pay Boeing's charge for Program Changes which are
installed for the first time in production on Model 767-300ER
aircraft contracted for delivery 36 months or more after the
date of the definitive agreement. In such case the guaranteed
weight and/or guaranteed performance of affected Option Aircraft
will be revised as appropriate. The Aircraft Basic Price and
Advance Payment Base Price of affected Option Aircraft will also
be revised to reflect the effects, if any, of such Program
Changes.
<PAGE>
<PAGE>
Attachment A to
6-1162-RLL-497/767
Page 5
<TABLE>
<CAPTION>
2. Price Description
2.1 Price Elements Per Aircraft
<S> <C> <C> <C> <C>
1 2 3 4 5
A/C BASIC ESTIMATED ESCALATION ADV. PMT.
AIRCRAFT AIRFRAME & SPECIAL PRICE ON BASE PRICE
DELIVERY FEATURES PRICE ENGINE PRICE ELEMENTS ELEMENT ELEMENT (ELEMENTS)
MO. & YR. (JULY 1992 $) (JULY 1992 $) 1 + 2 1 2 3 + 4 + 5
- --------- ------------------ ------------- -------- ------------------------ ----------
PW Aircraft
- -----------
FEBRUARY 1998 * * * * *
MARCH 1998 * * * * *
APRIL 1998 * * * * *
MAY 1998 * * * * *
FEBRUARY 1999 * * * * *
MARCH 1999 * * * * *
APRIL 1999 * * * * *
MAY 1999 * * * * *
OCTOBER 1999 * * * * *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
<PAGE>
<PAGE>
GE Aircraft
- -----------
FEBRUARY 1998 * * * * *
MARCH 1998 * * * * *
APRIL 1998 * * * * *
MAY 1998 * * * * *
FEBRUARY 1999 * * * * *
MARCH 1999 * * * * *
APRIL 1999 * * * * *
MAY 1999 * * * * *
OCTOBER 1999 * * * * *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION.
</TABLE>
<PAGE>
<PAGE>
Attachment A to
6-1162-RLL-497/767
Page 7
2. Price Description. (Continued)
2.2 Special Features. The price for special features
incorporated in the Option Aircraft Configuration Specification
will be adjusted to Boeing's then current prices for such
features as of the date of execution of the definitive agreement
for the Option Aircraft.
2.3 Escalation Adjustment. The Option Aircraft Price
will include escalation amounts for the airframe, special
features and engines determined pursuant to the provisions of
Attachments B and C.
2.4 Price Adjustments.
2.4.1 The Aircraft Basic Price and Advance
Payment Base Price of each Option Aircraft will be adjusted at
the time of signing the definitive agreement and thereafter as
appropriate to reflect changes made in the elements of such
prices.
2.4.2 Boeing has not established prices and
escalation provisions for its Model 767-300ER aircraft for
delivery after 1998. If such prices and provisions are available
at the time of entering into the definitive agreement for the
Aircraft, they will be incorporated into such agreement and, if
not, the definitive agreement will be appropriately amended when
such information becomes available.
2.4.3 Engine price and escalation provisions for
Option Aircraft delivering prior to 1999 will be adjusted if they
are changed by the engine manufacturer prior to signing a
definitive agreement for the Option Aircraft. The engine
manufacturer has not established the price or escalation
provisions for Engines for delivery to Boeing after 1998. The
current engine prices and escalation provisions have been used
for the purposes of this proposal. If such prices and provisions
are established as of the date of signing the definitive
agreement for such Aircraft such prices and provisions will be
appropriately incorporated into the definitive agreement and, if
not, then the definitive agreement will be appropriately amended
when such information becomes available.
2.5 Foreign Regulatory Requirements. The Aircraft
<PAGE>
<PAGE>
Price does not include any amount relating to changes to the
Option Aircraft required in order to export such Option Aircraft
to a country outside the United States.
<PAGE>
<PAGE>
Accordingly, Buyer will pay Boeing's price for any addition to,
or change, modification or testing of any Option Aircraft (in
this paragraph individually or collectively called "change")
required by such country of import, which varies from or is in
addition to the airworthiness requirements of the FAA for the
issuance of a Standard Airworthiness Certificate. The Detail
Specification for the Option Aircraft will be amended to reflect
such change. Buyer will pay Boeing's price to obtain validation
of the Option Aircraft for export to such country of import,
including amounts for data, studies and testing required by any
governmental agency of such country of import, and any associated
charges by such agency. If delivery of the Option Aircraft is
delayed by the incorporation in the Option Aircraft or validation
of such changes the definitive purchase agreement will be
appropriately revised to reflect such delay.
3. Advance Payment Schedules, Prices and Adjustments.
3.1 Buyer will pay advance payments for each Option
Aircraft on the dates and in the amounts determined below.
Amount Due per Option Aircraft
----------------------------
(Percentage times Advance
Due Date of Payment Payment Base Price)
Upon execution of a definitive * (less the
purchase agreement for the Deposit)
Option Aircraft
24 months prior to the first *
day of the scheduled delivery
month of the Option Aircraft
21 months prior to the first *
day of the scheduled delivery
month of the Option Aircraft
18 months prior to the first *
day of the scheduled delivery
month of the Option Aircraft
12 months prior to the first *
day of the scheduled delivery
month of the Option Aircraft
9 months prior to the first *
day of the scheduled delivery
month of the Option Aircraft
6 months prior to the first *
day of the scheduled delivery
month of the Option Aircraft
Total *
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
Any advance payments that would be past due as of the date of
signing the definitive purchase agreement for the Option Aircraft
in accordance with the above schedule are due and
<PAGE>
<PAGE>
payable on such date.
3.2 The Advance Payment Base Price each Option Aircraft
has been established using currently available forecasts of the
escalation factors used by Boeing and applicable to the scheduled
month and year of Option Aircraft delivery. Such Advance Payment
Base Prices will be reestablished at the time of signing of the
definitive purchase agreement for the Option Aircraft, using the
then-current forecasted escalation factors used by Boeing.
3.3 With respect to Option Aircraft contracted for
delivery more than 36 months from the date of the definitive
purchase agreement for the Option Aircraft, the Advance Payment
Base Prices will be further revised not later than 25 months
prior to the scheduled month of delivery, as required to reflect
the effects of (i) any adjustments in the Option Aircraft Basic
Prices of such Option Aircraft, as determined in accordance with
the provisions of the definitive purchase agreement, and (ii) the
then-current forecasted escalation factors used by Boeing.
3.4 For Option Aircraft for which the Advance Payment
Base Prices are adjusted pursuant to this paragraph, Buyer will:
(i) pay the advance payment due 24 months prior to the scheduled
month of delivery, as specified in the advance payment schedule,
for each affected Option Aircraft in an amount equal to * of the
adjusted Advance Payment Base Price of such Option Aircraft, less
the sum of the Deposit and advance payments for such Option
Aircraft previously paid to Boeing; and (ii) use such adjusted
Advance Payment Base Price in determining the amount of remaining
advance payments due Boeing for such Option Aircraft.
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
Attachment B to
6-1162-RLL-497/767
Page 1
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRFRAME PRICE ADJUSTMENT
(1992 Base Price)
(a) The adjustment in airframe price of each Option Aircraft
("Airframe Price Adjustment" herein) shall be determined at the
time of Option Aircraft delivery in accordance with the following
formula:
Pa = (P)(L + M - 1)
(b) The following definitions shall apply herein:
Pa = Airframe Price Adjustment.
L = .65 x ECI
-----
116.2
M = .35 x ICI
-----
115.9
P = Option Aircraft basic price as determined at the time
of the particular Option Aircraft delivery less the
base price of Engines in the amount of
* (PW Option Aircraft)
* (GE Option Aircraft)
ECI = A value using the "Employment Cost Index for workers in
aerospace manufacturing" (Aircraft manufacturing,
standard industrial classification code 3721,
compensation, base month and year June 1989 = 100), as
released by the Bureau of Labor Statistics, U.S.
Department of Labor on a quarterly basis for the months
of March, June, September and December, calculated as
follows: A three-month arithmetic average
value (expressed as a decimal and rounded to the
nearest tenth) shall be determined using the months set
forth in the table below for the applicable Option
Aircraft, with the released Employment Cost Index value
described above for the month of March also being used
for the months of January and February; the value for
June also used for April and May; the value for
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
September also used for July and August; and the value for
December also used for October and November.
ICI = The three-month arithmetic average of the released
monthly values for the Industrial Commodities Index as
set forth in the "Producer Prices and Price Index"
(Base Year 1982 = 100) as released by the Bureau of
Labor Statistics, U.S. Department of Labor values
(expressed as a decimal and rounded to the nearest
tenth) for the months set forth in the table below for
the applicable Option Aircraft.
In determining the value of L, the ratio of ECI divided
by 116.2 shall be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .65 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
In determining the value of M, the ratio of ICI divided
by 115.9 shall be expressed as a decimal rounded to the nearest
ten-thousandth and then multiplied by .35 with the resulting
value also expressed as a decimal and rounded to the nearest
ten-thousandth.
Month of Scheduled Option Quantity
Aircraft Delivery as set of Months to be Utilized
Forth in Paragraph 1 Option in Determining the
of the Proposal Aircraft Value of ECI and ICI
February 1998 One (1) July, Aug., Sept. 1997
March 1998 One (1) Aug., Sept., Oct. 1997
April 1998 One (1) Sept., Oct., Nov. 1997
May 1998 One (1) Oct., Nov., Dec. 1997
(c) In addition, it is understood that at the time of
delivery of each of the Option Aircraft to Buyer, Boeing may be
unable to determine the precise Airframe Price Adjustment for
such Option Aircraft because the applicable values to be used to
determine the ECI and ICI may not be released by the Bureau of
Labor Statistics. Accordingly, the parties agree as follows:
(i) The Airframe Price Adjustment, to be used at the
time of delivery of each of the Option Aircraft, will be
determined by utilizing the escalation provisions set forth
above. The values released by the Bureau of Labor Statistics and
available to Boeing thirty (30) days prior to scheduled month of
Option Aircraft delivery shall be used to determine the ECI and
ICI values for the applicable months (including those noted as
preliminary by the Bureau of Labor Statistics) to calculate the
Airframe Price Adjustment. If no values have been released for
an applicable month, the
<PAGE>
<PAGE>
provisions set forth in Paragraph (c) (ii) below shall apply. If
prior to delivery of an Option Aircraft the U.S. Department of
Labor changes the base year for determination of the ECI or ICI
values as defined above, such rebased values will be incorporated
in the Airframe Price Adjustment calculation. The payment by
Buyer to Boeing of the amount of the Purchase Price for such
Option Aircraft, as determined at the time of Option Aircraft
delivery, shall be deemed to be the payment for such Option
Aircraft required at the delivery thereof.
(ii) If prior to delivery of an Option Aircraft the U.S.
Department of Labor substantially revises the methodology used
for the determination of the values to be used to determine the
ECI and ICI values (in contrast to benchmark adjustments or other
corrections of previously released values), or for any reason has
not released values needed to determine the applicable Option
Aircraft Airframe Price Adjustment, the parties shall, prior to
delivery of any such Option Aircraft, select a substitute for
such values from data published by the Bureau of Labor Statistics
or other similar data reported by non-governmental United States
organizations, such substitute to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original values as they may
have fluctuated during the applicable time period. Appropriate
revision of the formula shall be made as required to reflect any
substitute values. However, if within twenty-four (24) months
from delivery of the Option Aircraft the Bureau of Labor
Statistics should resume releasing values for the months needed
to determine the Airframe Price Adjustment, such values shall be
used to determine any increase or decrease in the Airframe Price
Adjustment for the Option Aircraft from that determined at the
time of delivery of such Option Aircraft.
(iii) In the event escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, the parties agree, to the extent
they may lawfully do so, to equitably adjust the Purchase Price
of any affected Option Aircraft to reflect an allowance for
increases or decreases in labor compensation and material costs
occurring since February, 1992, which is consistent with the
applicable provisions of paragraphs (a) and (b) of this
Attachment B.
(iv) If required, Boeing will submit either a
supplemental invoice or refund the amounts due Buyer as
appropriate to reflect any increase or decrease in the
<PAGE>
<PAGE>
Airframe Price Adjustment for the Option Aircraft from that
determined at the time of delivery of such Option Aircraft. Any
payments due Boeing or Buyer shall be made with reasonable
promptness.
(d) For the calculations herein, the values released by the
Bureau of Labor Statistics and available to Boeing thirty (30)
days prior to scheduled month of Option Aircraft delivery shall
be used to determine the ECI and ICI values for the applicable
months (including those noted as preliminary by the Bureau of
Labor Statistics) to calculate the Airframe Price Adjustment.
Note: Any rounding of a number, as required under this Attachment B
with respect to escalation of the airframe price, shall be
accomplished as follows: if the first digit of the portion to
be dropped from the number to be rounded is five or greater,
the preceding digit shall be raised to the next higher number.
<PAGE>
<PAGE>
Attachment C-1 to
6-1162-RLL-497/767
Page 1
ENGINE PRICE ADJUSTMENT - PRATT & WHITNEY
(1992 BASE PRICE)
(a) The basic price of each Option Aircraft set forth in
paragraph 2 of Attachment A of the proposal includes an aggregate
price for Engines of *. The adjustment in Engine price
applicable to each Option Aircraft ("Engine Price Adjustment"
herein) shall be determined at the time of Option Aircraft
delivery in accordance with the following formula:
Pa = (P) (AA + BB + CC) - P
(b) The following definitions shall apply herein:
Pa = Engine Price Adjustment.
P = Aggregate Engine Base Price as set forth in paragraph
(a) above.
AA = .60 x L
------
$16.04
BB = .30 x M
-----
118.7
CC = .10 x E
-----
79.1
In determining the value of AA, BB and CC, the ratio of L
divided by $16.04, M divided by 118.7 and E divided by 79.1
shall be expressed as a decimal and rounded to the nearest
ten-thousandth but the decimal value resulting from
multiplying such ratios by the respective constants (.60, .30
and .10) shall not be rounded. The value of the sum of AA +
BB + CC shall also be rounded to the nearest ten-thousandth.
L = Labor Index, which is the "Hourly Earnings of Aircraft
Engines and Engine Parts Production Workers, SIC 3724"
published by the Bureau of Labor Statistics, U.S.
Department of Labor, for the seventh month preceding
the month of scheduled Option Aircraft delivery.
$16.04 = Published Labor Index (SIC 3724) for December, 1991.
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
M = Material Index, which is the "Producer Price Index -
Code 10, Metals and Metal Products," (Base Year 1982 = 100)
published by the Bureau of Labor Statistics, U.S. Department of
Labor, for the seventh month preceding the month of scheduled
Option Aircraft delivery.
118.7 = Published Material Index (Code 10) for December, 1991.
E = Fuel Index, which is the "Producer Price Index Code 5,
Fuels and Related Products and Power" (Base Year 1982 =
100) published by the Bureau of Labor Statistics, U.S.
Department of Labor, for the seventh month preceding
the month of scheduled Option Aircraft delivery.
79.1 = Published Fuel Index (Code 5) for December, 1991.
The Engine Price Adjustment shall not be made if it would result
in a decrease in the aggregate Engine base price.
(c) The value of the Labor, Material and Fuel Index used in
determining the Engine Price Adjustment shall be those published
by the Bureau of Labor Statistics, U.S. Department of Labor as of
a date thirty (30) days prior to the scheduled Option Aircraft
delivery to Buyer. Such Index values shall be considered final
and no revision to the Engine Price Adjustment shall be made
after Option Aircraft delivery for any subsequent changes in
published Index values.
(d) If the Bureau of Labor Statistics, U. S. Department of
Labor, (i) substantially revises the methodology (in contrast to
benchmark adjustments or other corrections of previously
published data), or (ii) discontinues publication of any of the
data referred to above or (iii) temporarily discontinues
publication of any of the data referred to above, Pratt & Whitney
Aircraft (P&WA) agrees to meet jointly with Boeing and Buyer and
jointly select a substitute for the revised or discontinued data,
such substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it may
have fluctuated had it not been revised or discontinued.
Appropriate revision of the Engine Price Adjustment provisions
set forth above shall be made to accomplish this result for
affected engines.
<PAGE>
<PAGE>
In the event the Engine Price Adjustment escalation provisions of
this Agreement are made non-enforceable or otherwise rendered
null and void by any agency of the United States Government, P&WA
agrees to meet with Boeing and jointly agree, to the extent that
they may lawfully do so, to adjust equitably the purchase price
of the Engine(s) to reflect an allowance for increases in labor,
material and fuel costs that occurred from December, 1991 to the
seventh month preceding the month of scheduled delivery of the
applicable Option Aircraft.
(e) The Engine escalation provisions set forth above shall be
appropriately amended to reflect changes in such provisions
(including any increase in Engine base price) established by P&WA
as of the date of entering into a definitive agreement to
purchase the Option Aircraft and applicable to Engines for
delivery to Boeing during the same approximate time period as the
Option Aircraft; provided, however, if P&WA has not so
established Engine escalation provisions at the time of entering
into a definitive agreement to purchase the Option Aircraft, the
applicable escalation provisions shall be those first established
by P&WA thereafter for Engines to be delivered to Boeing during
the same approximate time period as the Option Aircraft.
NOTE: Any rounding of a number, as required under this Attachment C-
1 with respect to escalation of the Engine price, shall be
accomplished as follows: if the first digit of the portion to
be dropped from the number to be rounded is five or greater,
the preceding digit shall be raised to the next higher number.
<PAGE>
<PAGE>
Attachment C-2 to
6-1162-RLL-497/767
Page 1
ENGINE PRICE ADJUSTMENT - GENERAL ELECTRIC
(1991 BASE PRICE)
(a) The basic price of each Option Aircraft set forth in
paragraph 2 of Attachment A of the proposal includes an aggregate
price for Engines of *. The adjustment in Engine price
applicable to each Option Aircraft ("Engine Price Adjustment"
herein) shall be determined at the time of Option Aircraft
delivery in accordance with the following formula:
D1 = (Pb x CPI ) - Pb
------
124.49
(b) The following definitions shall apply herein:
D1 = Engine Price Adjustment
Pb = Aggregate Engine Base Price as set forth in
paragraph (a) above.
CPI = The Composite Price Index as determined in accordance
with the formula set forth below. The Index values
referred to below, to be used in determining the CPI,
shall be for the ninth month prior to the month of
scheduled Option Aircraft delivery. Such Index values
shall be those prepared by the Bureau of Labor
Statistics, U.S. Department of labor.
CPI = L + M1 + M2 + M3
L = The Labor Index for such month shall be the
quotient, expressed as a decimal and rounded to
the nearest thousandth, of the "Hourly Earnings
of Aircraft Engines and Engine Parts Production
Workers" SIC 3724, for such month divided by
Eleven Dollars and Sixteen Cents ($11.16). Such
quotient shall be multiplied by 100 and then by
thirty percent (30%) with the value resulting
from the latter multiplication expressed as a
decimal and rounded to the nearest hundredth.
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
M1 = The Industrial Commodities Index for such month
shall be equal to thirty percent (30%) of the Producer Price
Index for "all commodities other than Farm and Foods," Code 3
through 15, (Base Year 1982 = 100) for such month expressed as a
decimal and rounded to the nearest hundredth.
M2 = The Metals and Metal Products Index for such
month shall be equal to thirty percent
(30%) of the Producer Price Index for
"Metals and Metal Products," Code 10,
(Base Year 1982 = 100) for such month
expressed as a decimal and rounded to the
nearest hundredth.
M3 = The Fuel Index for such month shall be equal to
ten percent (10%) of the Producer Price
Index for "Fuel and Related Products and
Power," Code 5, (Base Year 1982 = 100) for
such month expressed as a decimal and
rounded to the nearest hundredth.
124.49 = Composite Price Index for October, 1990.
The factor (CPI divided by 124.49) by which the Aggregate Engine
Base Price is to be multiplied shall be expressed as a decimal
and rounded to the nearest thousandth.
The Engine Price Adjustment shall not be made if it would result
in a decrease in the aggregate Engine base price.
(c) The values of the Average Hourly Earnings and Producer
Price Indices used in determining the Engine Price Adjustment
shall be those published by the Bureau of Labor Statistics, U.S.
Department of Labor as of a date thirty (30) days prior to the
scheduled Aircraft delivery to Buyer. Such values shall be
considered final and no Engine Price Adjustment shall be made
after Aircraft delivery for any subsequent changes in published
Index values.
(d) If the U.S. Department of Labor, Bureau of Labor
Statistics (i) substantially revises the methodology (in contrast
to benchmark adjustments or other corrections of previously
published data) or (ii) discontinues publication of any of the
data referred to above, General Electric agrees to meet jointly
with Boeing and Buyer to jointly select a substitute for the
revised or discontinued data;
<PAGE>
<PAGE>
such substitute data to lead in application to the same
adjustment result, insofar as possible, as would have been
achieved by continuing the use of the original data as it may
have fluctuated had it not been revised or discontinued.
Appropriate revision of the Engine Price Adjustment provisions
set forth above shall be made to accomplish this result for the
affected Engines.
In the event the Engine price escalation provisions are made
non-enforceable or otherwise rendered null and void by any agency
of the United States Government, General Electric agrees to meet
jointly with Boeing and Buyer to jointly agree, to the extent
such parties may lawfully do so, to adjust equitably the purchase
price of any affected Engine(s) to reflect an allowance for
increases in labor, material and fuel costs that have occurred
from the period represented by the applicable CPI to the ninth
month preceding the month of scheduled delivery of the applicable
Option Aircraft.
(e) The Engine escalation provisions set forth above shall be
appropriately amended to reflect changes in such provisions
(including any increase in Engine base price) established by the
Engine manufacturer as of the date of entering into a definitive
agreement to purchase the Option Aircraft and applicable to
Engines for delivery to Boeing during the same approximate time
period as the Option Aircraft; provided, however, if General
Electric has not so established Engine escalation provisions at
the time of entering into a definitive agreement to purchase the
Option Aircraft, the applicable escalation provisions shall be
those first established by General Electric thereafter for
Engines to be delivered to Boeing during the same approximate
time period as the Option Aircraft.
NOTE: Any rounding of a number, as required under this Attachment C-
2 with respect to escalation of the Engine price, shall be
accomplished as follows: if the first digit of the portion to
be dropped from the number to be rounded is five or greater,
the preceding digit shall be raised to the next higher number.
<PAGE>
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
6-1162-RLL-1113R1
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Attention: S. F. Udvar-Hazy
President and Chief Executive Officer
Subject: Letter Agreement No. 6-1162-RLL-1113R1 to
Purchase Agreement No. 1770 -
The ILFC/KLM 767-300ER Transaction
Reference: (a) Telecon between Mr. Hazy and
Mr. Albrecht
(b) Letter Agreement No. 6-1162-RLL-497 -
Option Aircraft - MOU D 767-300ER's
(c) Letter Agreement No. 6-1162-RLL-527 -
The December 1996 Aircraft -
MOU C 767-300ER
This Letter Agreement amends Purchase Agreement No. 1770 as
amended (the Agreement) between The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer) relating to Model
767-300ER aircraft (the Aircraft).
Following Buyer advising Boeing in writing that a firm and
binding lease agreement has been executed between Buyer and KLM
for seven Aircraft which agreement includes Buyer purchasing and
taking title of ten A310-200 from KLM and Buyer exercising its
option to purchase the one September 1997 (accelerated to August
1995) and the one February 1998 (accelerated to June 1996) option
Aircraft, Boeing will, within five days of such notification, pay
Buyer *.
Upon delivery of the Aircraft in the accelerated delivery months
defined above, Boeing will provide an additional special credit
memorandum in the amount of * for the Aircraft delivering in
August 1995 and * for the Aircraft delivering in June 1996.
The special credit memorandum may be used for the purchase of
spare parts or other Boeing goods and services or applied against
the balance of the purchase price of the Aircraft.
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
In addition to the above, exercising the two options will result
in the airframe credit factor for the December 1996 Aircraft
changing to * as described in the reference (c) Letter Agreement.
Very truly yours,
THE BOEING COMPANY
By /s/ R. Leo Lyons
------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
date: October 14, 1994
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Steven F. Udvar-Hazy
------------------------------
Its President/CEO
* PURSUANT TO 17 CFR 240.24B-2, CONFIDENTIAL INFORMATION HAS
BEEN OMITTED AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION.
<PAGE>
<PAGE>
International Lease Finance Corporation
6-1162-RLL-1208 - Page 1
6-1162-RLL-1208
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-RLL-1208 to Purchase
Agreement No. 1770 - Aircraft Performance Guarantees - The KLM
Aircraft
This Letter Agreement amends Purchase Agreement No. 1770 as
amended (the Agreement) between The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer) relating to the
Model 767-300ER aircraft (the Aircraft). Particular reference is
made to the Model 767-300ER aircraft for Lease to KLM (referred
to as The KLM Aircraft).
All terms used herein and in the Agreement, and not defined
herein will have the same meaning as in the Agreement.
1. Aircraft Performance Guarantees. The only performance
guarantees applicable to the Aircraft are those set forth in
Attachment A hereto.
2. Confidential Treatment. Buyer understands that certain
commercial and financial information contained in this Letter
Agreement including any attachments hereto is considered by
Boeing as confidential. Buyer agrees that it will treat this
Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity except as provided
in Letter Agreement 1770-1.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------
Its Attorney-In-Fact
<PAGE>
<PAGE>
International Lease Finance Corporation
6-1162-RLL-1208 - Page 2
ACCEPTED AND AGREED TO as of this
date: ___________________, 1994
INTERNATIONAL LEASE FINANCE CORPORATION
By____________________________
Its___________________________
Attachment
<PAGE>
<PAGE>
Attachment A to Letter Agreement
No. 6-1162-RLL-1208
CF6-80C2B4F Engines
MODEL 767-306ER PERFORMANCE GUARANTEES
CF6-80C2B4F ENGINES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 SOUND LEVELS
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEES
<PAGE>
<PAGE>
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the
"Performance Guarantees") are applicable to the 767-
306ER Aircraft with a maximum taxi weight of at least
381,000 pounds, a maximum takeoff weight of at least
380,000 pounds, a maximum landing weight of at least
300,000 pounds, a maximum zero fuel weight of at least
278,000 pounds and a fuel capacity of 24,140 U.S.
gallons, and equipped with Boeing furnished CF6-80C2B4F
engines operated at a sea level, static, uninstalled
takeoff thrust rating of 57,900 pounds and flat rated
to 90 degrees F at sea level.
2 FLIGHT PERFORMANCE
2.1 Takeoff
The FAA approved takeoff field length at a gross weight
at the start of the ground roll of 380,000 pounds, at a
temperature of 30 degrees C, at a sea level altitude and
using maximum takeoff thrust, shall not be more than
the following guarantee value:
GUARANTEE: 8,550 Feet
2.2 Landing
The FAA approved landing field length at a gross weight
of 300,000 pounds and at a sea level altitude, shall
not be more than the following guarantee value:
GUARANTEE: 4,950 Feet
2.3 Altitude Capability - All Engines Operating
The altitude capability at a gross weight of 360,000
pounds on a standard day, at 0.80 Mach number, and
satisfying the conditions defined below, shall not be
less than the following guarantee value:
GUARANTEE: 35,800 Feet
Conditions:
1) The Aircraft shall be capable of maintaining level
cruising flight using not more than maximum cruise
thrust, at 0.80 Mach number.
2) The Aircraft shall be capable of maintaining a
rate of climb of 300 feet per minute using not
more than a maximum climb thrust, at 0.80 Mach
number.
<PAGE>
<PAGE>
3) The Aircraft shall be capable of at least a 1.3 g
maneuver load factor at buffet onset, at 0.80 Mach
number.
2.4 Cruise Specific Air Range
The cruise specific air range at a gross weight of
310,000 pounds on a standard day, at an altitude of
35,000 feet, at 0.80 Mach number and using not more
than maximum cruise thrust, shall not be less than the
following guarantee value:
NOMINAL: 0.0464 NAM/Pound
TOLERANCE: -0.0009 NAM/Pound
GUARANTEE: 0.0455 NAM/Pound
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not
to exceed the value in Section 3-60-00 of Detail
Specification D6T10330ILF-KL plus one percent.
4 SOUND LEVELS
4.1 Community Sound Levels
The Aircraft shall be certified in accordance with
State 3 requirements of FAR Part 36 (essentially
equivalent to ICAO Annex 16, Volume 1, Chapter 3).
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based
on the Aircraft configuration as defined in the
original release of Detail Specification D6T10330ILF-KL
(hereinafter referred to as the Detail Specification).
Appropriate adjustment shall be made for changes in
such Detail Specification approved by the Buyer and
Boeing or otherwise allowed by the Purchase Agreement
which cause changes to the performance, sound levels,
and/or weight and balance of the Aircraft. Such
adjustment shall be accounted for by Boeing in its
evidence of compliance with the guarantees.
5.2 The Manufacturer's Empty Weight guarantee of Section 3
will be adjusted by Boeing for the following in its
evidence of compliance with the guarantees:
(1) Changes to the Detail Specification including
Change Requests, Master Changes, Change Orders or any
other changes mutually agreed upon between the Buyer
and Boeing or otherwise allowed by the Purchase
Agreement.
<PAGE>
<PAGE>
(2) The difference between the component weight
allowances given in Appendix IV of the Detail
Specification and the actual weights.
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified
variations therefrom; altitudes are pressure altitudes.
6.2 The FAA Regulations (FAR) referred to in this
Attachment are, unless otherwise specified, the 767-300
Certification Basis regulations specified in the Type
Certificate Data Sheet A1NM, Revision 10, dated July 1,
1993.
6.3 In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of
any such law, governmental regulation or requirement
that affects the certification basis for the Aircraft
as described in Paragraph 4.1 or 6.2, and as a result
thereof, a change is made to the configuration and/or
the performance of the Aircraft in order to obtain
certification, the guarantees set forth in this
Attachment shall be appropriately modified to reflect
any such change.
6.4 The takeoff and landing guarantees are based on hard
surface, level and dry runways with no wind or
obstacles, no clearway or stopway, 225 mph tires, and
with anti-skid operative unless otherwise specified.
The takeoff performance is based on no engine bleed for
air conditioning or thermal anti-icing and the
Auxiliary Power Unit (APU) turned off. The improved
climb performance procedure will be used for takeoff as
required. The landing performance is based on the use
of automatic spoilers.
6.5 The altitude capability and cruise specific air range
guarantees include allowances for normal power
extraction and engine bleed for normal operation of the
air conditioning system. Normal electrical power
extraction shall be defined as not less than a 140
kilowatts total electrical load. Normal operation of
the air conditioning system shall be defined as pack
switches in the "Auto" position, the temperature
control switches in the "Auto" position that results in
a nominal cabin temperature of 75 degrees F, and all air
conditioning systems operating normally. This
operation allows a maximum cabin pressure differential
of 8.6 pounds per square inch at higher altitudes, with
a nominal Aircraft cabin ventilation rate of 5,700
cubic feet per minute including passenger cabin
recirculation (nominal recirculation is 50 percent).
The APU is turned off unless otherwise specified.
<PAGE>
<PAGE>
6.6 The altitude capability and cruise specific air range
guarantees are based on an Aircraft center of gravity
location of 25 percent of the mean aerodynamic chord.
6.7 The buffet onset portion of the altitude capability
guarantee is based on an Aircraft center of gravity
location of 25 percent of the mean aerodynamic chord.
6.8 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound.
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3, and 4
shall be based on the conditions specified in those
sections, the Aircraft configuration of Section 5 and
the guarantee conditions of Section 6.
7.2 Compliance with the takeoff and landing guarantees, the
buffet onset portion of the altitude capability
guarantee, and the community sound level guarantee
shall be based on the FAA approved Airplane Flight
Manual for the Model 767-300.
7.3 Compliance with altitude capability and cruise specific
air range guarantees shall be established by
calculations based on flight test data obtained from an
aircraft in a configuration similar to that defined by
the Detail Specification.
7.4 Compliance with the Manufacturer's Empty Weight
guarantee shall be based on information in the "Weight
and Balance Control and Loading Manual - Aircraft
Report."
7.5 The data derived from tests shall be adjusted as
required by conventional methods of correction,
interpolation or extrapolation in accordance with
established engineering practices to show compliance
with these guarantees.
7.6 Compliance shall be based on the performance of the
airframe and engines in combination, and shall not be
contingent on the engine meeting its manufacturer's
performance specifications.
8 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the
Aircraft are those set forth in this Attachment.
<PAGE>
<PAGE>
International Lease Finance Corporation
6-1162-RLL-1209 Page 1
6-1162-RLL-1209
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-RLL-1209 to Purchase
Agreement No. 1770 Aircraft Performance Guarantees - The
Martinair Aircraft
This Letter Agreement amends Purchase Agreement No. 1770 as amended
(the Agreement) between The Boeing Company (Boeing) and Inter-
national Lease Finance Corporation (Buyer) relating to the Model
767-300ER aircraft (the Aircraft). Particular reference is made
to the Model 767-300ER aircraft for Lease to Martinair (referred to
as The Martinair Aircraft).
All terms used herein and in the Agreement, and not defined herein
will have the same meaning as in the Agreement.
1. Aircraft Performance Guarantees. The only performance
guarantees applicable to the Aircraft are set forth in Attachment A
hereto.
2. Confidential Treatment. Buyer understands that certain
commercial and financial information contained in this Letter
Agreement including any attachments hereto is considered by
Boeing as confidential. Buyer agrees that it will treat this Letter
Agreement and the information contained herein as confidential and
<PAGE>
<PAGE>
International Lease Finance Corporation
6-1162-RLL-1209 Page 2
will not, without the prior written consent of Boeing, disclose
this Letter Agreement or any information contained herein to any
other person or entity except as provided in Letter Agreement
1770-1.
Very truly yours,
THE BOEING COMPANY
By
----------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
date: _____________, 1994
INTERNATIONAL LEASE FINANCE CORPORATION
By_____________________________
Its____________________________
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<PAGE>
Attachment A to Letter Agreement
No. 6-1162-RLL-1209
MODEL 767-31AER PERFORMANCE GUARANTEES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 SOUND LEVELS
5 AIRCRAFT CONFIGURATION
6 GUARANTEE CONDITIONS
7 GUARANTEE COMPLIANCE
8 EXCLUSIVE GUARANTEES
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1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the
"Performance Guarantees") are applicable to the 767-31AER
Aircraft with maximum taxi weight of 409,000 pounds, a
maximum takeoff weight of 407,000 pounds, a maximum
landing weight of 320,000 pounds, a maximum zero fuel
weight of 288,000 pounds, and a fuel capacity of 24,140
U.S. gallons, and equipped with Boeing furnished PW4060
engines operated at a sea level, static, uninstalled
takeoff thrust rating of 60,000 pounds.
2 FLIGHT PERFORMANCE
2.1 Takeoff
The FAA approved takeoff field length at a gross weight
at the start of the ground roll of 407,000 pounds, at a
temperature of 30 degreesC, at a sea level altitude and
using maximum takeoff thrust, shall not be more than the
following guarantee value:
GUARANTEE: 9,500 Feet
2.2 Landing
The FAA approved landing field length at a gross weight
of 320,000 pounds and at a sea level altitude, shall not
be more than the following guarantee value:
GUARANTEE: 5,200 Feet
2.3 Altitude Capability - All Engines Operating
The altitude capability at a gross weight of 390,000
pounds on a standard day, at 0.80 Mach number, and
satisfying the conditions defined below, shall not be
less than the following guarantee value:
GUARANTEE: 34,100 Feet
Conditions:
1) The Aircraft shall be capable of maintaining level
cruising flight using not more than maximum cruise
thrust.
2) The Aircraft shall be capable of maintaining a rate
of climb of 300 feet per minute using not more than
maximum climb thrust.
3) The Aircraft shall be capable of at least a 1.3 g
maneuver load factor at buffet onset.
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2.4 Cruise Specific Air Range
The cruise specific air range at a gross weight of
310,000 pounds on a standard day, at an altitude of
35,000 feet, at 0.80 Mach number and using not more than
maximum cruise thrust, shall not be less than the follow-
ing guarantee value:
NOMINAL: 0.0457 NAM/Pound
TOLERANCE: -0.0009 NAM/Pound
GUARANTEE: 0.0448 NAM/Pound
2.5 Mission
2.5.1 Mission Payload
The payload for a stage length of 5,377 nautical miles in
still air (equivalent to a distance of 5,026 nautical
miles with a 30 knot headwind, representative of an
Amsterdam to Los Angeles route) using the conditions and
operating rules defined below, shall not be less than the
following guarantee value:
NOMINAL: 61,200 Pounds
TOLERANCE: -3,200 Pounds
GUARANTEE: 58,000 Pounds
Conditions and operating rules:
Stage Length: The stage length is defined as the sum of the
distances for the climbout maneuver, climb,
cruise, and descent.
Takeoff: The airport altitude is Sea Level.
The airport temperature is 30 degrees C.
The runway length is 11,330 feet.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight shall conform to FAA
Regulations.
Climbout
Maneuver: Following the takeoff to 35 feet, the Aircraft
accelerates to 250 KCAS while climbing to 1,500
feet above the departure airport altitude and
retracting flaps and landing gear.
Climb: The Aircraft climbs from 1,500 feet above the
departure airport altitude to 10,000 feet altitude
at 250 KCAS.
The Aircraft then accelerates at a rate of climb of
500 feet per minute to a climb speed of 319 KCAS.
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The climb continues at 319 KCAS until 0.80 Mach
number is reached.
The climb continues at 0.80 Mach number to the
initial cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at 0.80 Mach number.
The initial cruise altitude is 31,000 feet.
A step climb or multiple step climbs of 4,000 feet
altitude may be used when beneficial to minimize
fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise
thrust except during a step climb when maximum
climb thrust may be used.
Descent: The Aircraft descends from the final cruise
altitude at 0.80 Mach number until 250 KCAS is
reached.
The descent continues at 250 KCAS to an altitude of
1,500 feet above the destination airport altitude.
Throughout the descent, the cabin pressure will be
controlled to a maximum rate of descent equivalent
to 300 feet per minute at sea level.
The temperature is standard day during descent.
Approach
and Landing
Maneuver: The Aircraft decelerates to the final approach
speed while extending landing gear and flaps, then
descends and lands.
The destination is a sea level airport.
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Fixed
Allowances: For the purpose of this guarantee and for the
purpose of establishing compliance with this
guarantee, the following shall be used as fixed
quantities and allowances:
Taxi-out:
Fuel 430 Pounds
Takeoff and Climbout Maneuver:
Fuel 1090 Pounds
Distance 4 Nautical Miles
Approach and Landing Maneuver:
Fuel 400 Pounds
Taxi-in (shall be consumed from the
reserve fuel):
Fuel 240 Pounds
Usable reserve fuel remaining upon completion of
the approach and landing maneuver: 16,000 Pounds
For information purposes, the reserve fuel is based
on a standard day temperature and a) a contingency
fuel allowance equivalent to 3 percent of the fuel
burned from takeoff through the completion of the
approach and landing maneuver at the destination
airport, b) a missed approach and flight to a 267
nautical mile alternate, c) an approach and landing
maneuver at the alternate airport, and d) a 30
minute hold at 1,500 feet.
2.5.2 Operational Empty Weight Basis
The Operational Empty Weight (OEW) derived in
Paragraph 2.5.3 is the basis for the mission guarantee of
Paragraph 2.5.1.
2.5.3 767-31AER Weight Summary - Martinair
Pounds
Martinair 767-31AER VN224 Specification MEW 181,408
Detail Specification D6T10330MTH REV "E"
dated 2/21/92
290 Economy Class Passengers
PW4060 Engines
409,000 Pounds Maximum Taxi Weight
24,140 U.S. Gallons Fuel Capacity
Changes for Martinair
Interior Change to 272 (24C/248E) Passengers* 160
(Ref: CR 0132CH6646, LOPA 673-213 Rev. H)
IRU Activation of 1995 updated Magvar Table 0
(CR 3421CG6019)
TCAS Installation (Preliminary Estimate) 30
(CR 3445CH6XXX)
GPS Partial Provisions (CR 3458CH6007) 10
Martinair VN225 Manufacturer's Empty Weight (MEW) 181,608
Standard Operational Items Allowance 17,290
(Paragraph 2.5.5)
Martinair VN225 Operational Empty Weight (OEW) 198,898
<PAGE>
<PAGE>
Quantity Pounds Pounds
* Seat Weight Included: 6,912
Business Class Doubles 12 960
Economy Class Doubles 70 3,360
Economy Class Triples 36 2,592
2.5.4 Standard And Operational Items Allowance
Quantity Pounds Pounds Pounds
Standard Items Allowance 3,833
Unusable Fuel 306
Oil 140
Oxygen Equipment 90
Passenger Portable, 11 c.f. 3 30
Passenger Portable, 4.25 c.f. 8 60
Miscellaneous Equipment 113
First Aid Kits 4 12
Crash Axe 1 3
Megaphones 2 7
Flashlights 9 15
Smoke Goggles 4 1
Smoke Hoods 0 0
Waste Chute Container 75
Galley Structure & Fixed Inserts 3,184
Operational Items Allowance 13,457
Crew and Crew Baggage 1,430
Flight Crew 2 340
Cabin Crew 6 840
Baggage 8 200
Briefcases 2 50
Catering Allowance (1.5 Meals) 4,760
Business Class 24 792
Economy Class 248 3,968
Passenger Service Equipment 816
Potable Water 1,240
Drinking / Washing 1,015
Rinse 225
Waste Tank Disinfectant 100
Emergency Equipment 1,851
Escape Slide, Off Wing 2 350
Slide Rafts 4 860
Life Vests, Pass. & Crew 284 398
Life Vests, Child's 20 20
Locator Transmitter 1 3
Life Rafts 2 220
Cargo System 3,260
Pallets (96"x125") 4 1,160
Containers (LD-2) 14 2,100
Total Standard and Operational Items Allowance 17,290
<PAGE>
<PAGE>
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not
to exceed the value in Section 3-60-00 of Detail
Specification D6T10330MTH plus one percent.
4 SOUND LEVELS
4.1 Community Sound Levels
The Aircraft shall be certified in accordance with
Stage 3 requirements of FAR Part 36.
5 AIRCRAFT CONFIGURATION
5.1 The guarantees contained in this Attachment are based on
the Aircraft configuration as defined in the Revision E
of Detail Specification D6T10330MTH (hereinafter referred
to as the Detail Specification). Appropriate adjustment
shall be made for changes in such Detail Specification
approved by the Buyer and Boeing or otherwise allowed by
the Purchase Agreement which cause changes to the
performance, sound levels, and/or weight and balance of
the Aircraft. Such adjustment shall be accounted for by
Boeing in its evidence of compliance with the guarantees.
5.2 The guarantee payload of Paragraph 2.5.1 will be adjusted
by Boeing for the effect of the following on OEW and the
Manufacturer's Empty Weight guarantee of Section 3 will
be adjusted by Boeing for the following in its evidence
of compliance with the guarantees:
(1) Changes to the Detail Specification including Change
Requests, Master Changes, Change Orders or any other
changes mutually agreed upon between the Buyer and Boeing
or otherwise allowed by the Purchase Agreement.
(2) The difference between the component weight
allowances given in Appendix IV of the Detail
Specification and the actual weights.
<PAGE>
<PAGE>
6 GUARANTEE CONDITIONS
6.1 All guaranteed performance data are based on the ICAO
International Standard Atmosphere (ISA) and specified
variations therefrom; altitudes are pressure altitudes.
6.2 The FAA Regulations (FAR) referred to in this Attachment
are, unless otherwise specified, the 767-300 Certification
Basis regulations specified in the Type Certificate Data
Sheet A1NM, Revision 11, dated July 1, 1994.
6.3 In the event a change is made to any law, governmental
regulation or requirement, or in the interpretation of
any such law, governmental regulation or requirement that
affects the certification basis for the Aircraft as
described in Paragraphs 4.1 or 6.2, and as a result
thereof, a change is made to the configuration and/or the
performance of the Aircraft in order to obtain
certification, the guarantees set forth in this
Attachment shall be appropriately modified to reflect any
such change.
6.4 The takeoff and landing guarantees, and the takeoff
portion of the mission guarantee are based on hard
surface, level and dry runways with no wind or obstacles,
no clearway or stopway, 225 mph tires, and with anti-skid
operative unless otherwise specified. The takeoff
performance is based on no engine bleed for air
conditioning or thermal anti-icing and the Auxiliary
Power Unit (APU) turned off unless otherwise specified.
The improved climb performance procedure will be used for
takeoff as required. The landing performance is based on
the use of automatic spoilers.
6.5 The altitude capability and cruise specific air range
guarantees, and the climb, cruise and descent portions of
the mission guarantee include allowances for normal power
extraction and engine bleed for normal operation of the
air conditioning system. Normal electrical power
extraction shall be defined as not less than a 140
kilowatts total electrical load. Normal operation of the
air conditioning system shall be defined as pack switches
in the "Auto" position, the temperature control switches
in the "Auto" position that results in a nominal cabin
temperature of 75 degrees F, and all air conditioning
systems operating normally. This operation allows a
maximum cabin pressure differential of 8.6 pounds per
square inch at higher altitudes, with a nominal Aircraft
cabin ventilation rate of 5,700 cubic feet per minute
including passenger cabin recirculation (nominal
recirculation is 50 percent). The APU is turned off
unless otherwise specified.
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6.6 The altitude capability and cruise specific air ranges,
and the climb, cruise, and descent portions of the
mission guarantee are based on an Aircraft center of
gravity location of 25 percent of the mean aerodynamic
chord.
6.7 The buffet onset portion of the altitude capability
guarantee is based on an Aircraft center of gravity
location of 25 percent of the mean aerodynamic chord.
6.8 Performance, where applicable, is based on a fuel Lower
Heating Value (LHV) of 18,580 BTU per pound and a fuel
density of 6.614 pounds per U.S. gallon.
7 GUARANTEE COMPLIANCE
7.1 Compliance with the guarantees of Sections 2, 3, and 4
shall be based on the conditions specified in those
sections, the Aircraft configuration of Section 5 and the
guarantee conditions of Section 6.
7.2 Compliance with the takeoff guarantee, the landing
guarantee, the buffet onset portion of the altitude
capability guarantee, the takeoff portion of the mission
guarantee, and the community sound level guarantees shall
be based on the FAA approved Airplane Flight Manual for
the Model 767-300.
7.3 Compliance with altitude capability and cruise specific
air range guarantees, and with the climb, cruise and
descent portions of the mission guarantee shall be
established by calculations based on flight test data
obtained from an aircraft in a configuration similar to
that defined by the Detail Specification.
7.4 The OEW used for compliance with the mission guarantee
shall be the actual MEW plus the Standard and Operational
Items Allowance in Paragraph 3-60-00 of the Detail
Specification.
7.5 Compliance with the Manufacturer's Empty Weight guarantee
shall be based on information in the "Weight and Balance
Control and Loading Manual - Aircraft Report."
7.6 The data derived from tests shall be adjusted as required
by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering
practices to show compliance with these guarantees.
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<PAGE>
7.8 Compliance shall be based on the performance of the
airframe and engines in combination, and shall not be
contingent on the engine meeting its manufacturer's
performance specifications.
9 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the
Aircraft are those set forth in this Attachment.
<PAGE>
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED
STOCK DIVIDENDS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1994 AND 1993
<TABLE>
<CAPTION>
<S> <C> <C>
1994 1993
---- ----
(Dollars in thousands)
Earnings:
Net Income........................ $153,418 $107,681
Add:
Provision for income taxes........ 89,559 73,935
Fixed charges..................... 300,118 250,049
Less:
Capitalized interest.............. 31,772 29,226
-------- --------
Earnings as adjusted (A).......... $511,323 $402,439
======== ========
Preferred dividend requirement.... $ 5,095 $ 1,973
Ratio of income before provision
for income taxes to net income.. 158% 169%
-------- --------
Preferred dividend factor on pretax
basis............................ 8,050 3,334
-------- --------
Fixed Charges:
Interest expense................ 268,346 220,823
Capitalized interest............ 31,772 29,226
-------- --------
Fixed charges as adjusted......... 300,118 250,049
-------- --------
Fixed charges and preferred stock
dividends(B).................... $308,168 $253,383
======== ========
Ratio of earnings to fixed charges
and preferred stock dividends
(A) divided by (B)................ 1.66x 1.59x
======== ========
</TABLE>
<PAGE>
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND> THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION
EXTRACTED FROM THE FINANCIAL STATEMENTS INCLUDED IN
THE REGISTRANT'S QUARTERLY REPORT ON FORM 10Q FOR THE
QUARTER ENDED SEPTEMBER 30, 1994 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-START> JAN-01-1994
<PERIOD-END> SEP-30-1994
<CASH> 25,854
<SECURITIES> 0
<RECEIVABLES> 387,847
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 9,340,162
<DEPRECIATION> 988,430
<TOTAL-ASSETS> 9,774,604
<CURRENT-LIABILITIES> 0
<BONDS> 7,156,089
<COMMON> 3,582
0
200,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 9,774,604
<SALES> 783,290
<TOTAL-REVENUES> 813,843
<CGS> 0
<TOTAL-COSTS> 302,520
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 268,346
<INCOME-PRETAX> 242,977
<INCOME-TAX> 89,559
<INCOME-CONTINUING> 153,418
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 153,418
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
