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............June 30, 1995......
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 July 31, 1995
_____ ____________________________
COMMON STOCK, NO PAR VALUE 35,818,122
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX
Part I. Financial Information: Page No.
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets
June 30, 1995 and December 31, 1994 . . . . . . . . 3
Condensed Consolidated Statements of Income
Three Months Ended June 30, 1995 and 1994 . . . . . 4
Condensed Consolidated Statements of Income
Six Months Ended June 30, 1995 and 1994 . . . . . . 5
Condensed Consolidated Statements of Cash Flows
Six Months Ended June 30, 1995 and 1994 . . . . . . 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>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
June 30, December 31,
1995 1994
---------- -----------
(Unaudited)
ASSETS
Cash, including interest bearing accounts
of $36,497 (1995) and $45,831 (1994) $ 50,618 $ 52,891
Notes receivable 405,028 355,151
Net investment in finance and sales-
type leases 89,588 92,233
Flight equipment under operating leases 12,195,666 9,928,416
Less accumulated depreciation 1,176,159 1,077,337
---------- ---------
11,019,507 8,851,079
---------- ---------
Deposits on flight equipment purchases 732,036 890,711
Accrued interest, other receivables
and other assets 74,288 71,238
Investments 18,914 18,983
Deferred debt issue costs-less
accumulated amortization of $25,687
(1995) and $22,346 (1994) 28,647 20,846
---------- --------
$12,418,626 $10,353,132
=========== ===========
LIABILITIES AND SHAREHOLDER'S EQUITY
Accrued interest and other payables $ 149,170 $ 124,025
Debt financing, net of deferred debt
discount of $27,125 (1995) and $19,028
(1994) 9,375,877 7,583,006
Security & other deposits on flight
equipment 467,598 478,486
Rentals received in advance 86,738 72,557
Deferred income taxes 581,798 487,410
Current income taxes (67,103) (33,124)
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,D,E
and F (1995) and Series A,B,C and D (1994)
each having 500 shares issued and outstanding 300,000 200,000
Common stock--no par value; 100,000,000
authorized shares, 35,818,122 (1995
and 1994) issued and outstanding 3,582 3,582
Additional paid-in capital 581,417 582,941
Retained earnings 939,549 854,249
---------- ----------
1,824,548 1,640,772
---------- ----------
$12,418,626 $10,353,132
=========== ===========
SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES CONDENSED
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED JUNE 30, 1995 AND JUNE 30, 1994
(DOLLARS IN THOUSANDS)
1995 1994
----------- ----------
(Unaudited)
REVENUES:
Rentals of flight equipment $305,497 $244,123
Flight equipment marketing 50,057 43,623
Interest and other 11,777 9,812
---------- ----------
367,331 297,558
---------- ----------
EXPENSES:
Interest 136,511 90,544
Depreciation 103,888 83,335
Provision for overhaul 17,869 13,502
Selling, general & administrative 10,506 7,036
---------- ----------
268,774 194,417
---------- ----------
INCOME BEFORE INCOME TAXES 98,557 103,141
Provision for income taxes 39,118 38,843
---------- ----------
NET INCOME $ 59,439 $ 64,298
========== ==========
SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND JUNE 30, 1994
(DOLLARS IN THOUSANDS)
1995 1994
----------- -----------
(Unaudited)
REVENUES:
Rentals of flight equipment $ 585,912 $ 463,010
Flight equipment marketing 62,502 50,595
Interest and other 22,823 21,410
----------- -----------
671,237 535,015
----------- -----------
EXPENSES:
Interest 253,827 169,339
Depreciation 202,175 155,204
Provision for overhaul 31,321 24,262
Selling, general & administrative 19,472 14,386
----------- -----------
506,795 363,191
----------- -----------
INCOME BEFORE INCOME TAXES 164,442 171,824
Provision for income taxes 63,351 63,840
----------- -----------
NET INCOME $ 101,091 $ 107,984
=========== ===========
SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND JUNE 30, 1994
(DOLLARS IN THOUSANDS)
1995 1994
----------- -----------
(Unaudited)
OPERATING ACTIVITIES:
Net Income $ 101,091 $ 107,984
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation of flight equipment 202,175 155,204
Deferred income taxes 94,388 75,004
Amortization of deferred debt
issue costs 5,164 2,901
Gain on sale of flight equipment
included in amount financed (24,933) (33,967)
Increase in notes receivable (8,553) (34,545)
Equity in net (income) loss of affiliates 69 (1,251)
Changes in operating assets and liabilities:
(Increase) decrease in accrued interest,
other receivables and other assets (3,050) 1,385
Increase in accrued interest and
other payables 25,145 8,725
Decrease in current income taxes payable (33,979) (17,304)
Increase in rentals received in advance 14,181 21,818
----------- -----------
Net cash provided by operating activities 371,698 285,954
----------- -----------
INVESTING ACTIVITIES:
Acquisition of flight equipment
for operating leases (2,556,741) (1,793,842)
Decrease in deposits and progress payments 158,675 90,899
Proceeds from disposal of flight
equipment-net of gain 141,047 69,449
Collections on notes receivable 32,000 66,687
Advances on notes receivable (3,300) (10,410)
Collections on finance and sales-type leases 2,645 7,224
Purchase of investments (725)
----------- -----------
Net cash used in investing activities (2,225,674) (1,570,718)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from debt financing 4,219,654 2,783,050
Payments in reduction of debt financing (2,418,686) (1,464,003)
Proceeds from sale of MAPS preferred stock
(net of issue costs) 98,476
Debt issue costs (12,965) (5,814)
Change in unamortized debt discount (8,097) (8,780)
Decrease in customer deposits (10,888) (28,306)
Payment of common and preferred dividends (15,791) (11,488)
----------- -----------
Net cash provided by financing activities 1,851,703 1,264,659
----------- -----------
Decrease in cash (2,273) (20,105)
Cash at beginning of period 52,891 61,566
------------ ------------
Cash at end of period $ 50,618 $ 41,461
============ ============
<PAGE>
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
1995 1994
----------- -----------
(Dollars in thousands)
(Unaudited)
Cash paid during the period for:
Interest (net of amount capitalized
$27,286 (1995) and $20,738 (1994)) $ 223,909 $ 157,655
Income taxes 2,942 6,140
1995:
Notes in the amount of $134,600 were received as partial
payment in exchange for flight equipment sold with a book value
of $109,667. Flight equipment was received in exchange for notes
receivable in the amount of $64,576.
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 $89,675 were received as
partial payment in exchange for flight equipment sold with a book
value of $55,708.
SEE NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 1995
(UNAUDITED)
A. 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 only of normal recurring accruals)
considered necessary for a fair presentation have been
included. Certain reclassifications have been made to the
1994 condensed consolidated financial statements to conform to
the 1995 presentation. Operating results for the three and
six month periods ended June 30, 1995 are not necessarily
indicative of the results that may be expected for the year
ended December 31, 1995. For further information, refer to
the consolidated financial statements and footnotes thereto
included in the Company's annual report on Form 10-K for the
year ended December 31, 1994.
<PAGE>
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:
Dec. 31, June 30
1994 1995
------------ ------------
(Dollars in thousands)
Public term debt with single
maturities $ 2,950,000 $ 3,300,000
Public medium-term notes with
varying maturities 2,011,770 2,318,670
Capital lease obligations 305,400 1,134,700
Bank and other term debt 43,503 22,502
------------ -------------
Total term debt 5,310,673 6,775,872
Commercial paper 1,972,361 2,452,130
Bank lines of credit 319,000 175,000
Less: Deferred debt discount (19,028) (27,125)
------------ -------------
Total Debt Financing $ 7,583,006 $ 9,375,877
============ =============
Composite interest rate 6.41% 6.59%
Percentage of total debt at fixed rates 66.98% 68.43%
Composite interest rate on fixed rate
debt 6.65% 6.75%
Bank prime rate 8.50% 9.00%
The interest on substantially all 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 41
banks aggregating $1.96 billion and uncommitted lines of credit
with two banks aggregating $125 million. Bank debt principally
provides for interest rates that vary according to the pricing
option then in effect and range from prime, .25% to 3/8% over
LIBOR or .395% over CD rates, at the Company's option. Bank
financings are subject to facility fees of up to .15% of amounts
available.
The Company has an effective shelf registration with respect
to $2.45 billion of debt securities, under which $950 million of
notes were sold through June 30, 1995. Additionally, a $1.25
billion Medium Term Note Program has been implemented under the
shelf registration, under which $912.5 million has been sold
through June 30, 1995.
As of June 30, 1995, the Company has Export Credit Lease
Facilities aggregating $1.93 billion for the acquisition of up to
31 Airbus aircraft to be delivered in 1994 and 1995. As of June
30, 1995 the Company had cancelled the options to finance seven
of the aircraft aggregating $382.6 million. An additional
$1,156.9 million was used to finance seventeen of the aircraft
delivered in 1994 and 1995. The remaining $390.5 million may be
used for aircraft scheduled to be delivered during the remainder
of 1995.
The Company believes that the combination of internally
generated funds and debt financing currently available to the
Company will allow the Company to meet its capital requirements
for at least the next 12 months.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS-Three months ended June 30, 1995 versus
June 30, 1994.
The increase in revenues from the rentals of flight equipment
from $244,123,000 in 1994 to $305,497,000 in 1995, a 25.1%
increase, is attributable to the increase in both the size and
relative cost of the fleet of leased flight equipment subject to
operating lease from 259 at June 30, 1994 to 290 at June 30,
1995, a 12.0% increase.
In addition to its leasing operations, the Company actively
engages in the marketing of flight equipment from its own
portfolio as well as on a principal and commission basis. Revenue
from such flight equipment marketing increased from $43,623,000
in 1994 to $50,057,000 in 1995 as a result of the nature and
number of the related flight equipment marketed. Flight equipment
marketing revenue consisted of the following number of
transactions in each period:
1995 1994
------ ------
Sales of flight equipment 2 3
Commissions 2 2
Disposition of leased flight equipment 20 8
Expenses as a percentage of total revenues increased to 73.2%
in the second quarter of 1995 compared to 65.3% in the second
quarter of 1994. Interest expense increased from $90,544,000 in
1994 to $136,511,000 in 1995 primarily as a result of an increase
in gross debt outstanding at quarter end from $7,149 million at
1994 to $9,403 million at 1995 to finance aircraft acquisitions.
In addition, the Company's composite borrowing rate fluctuated as
follows:
1995 1994 Increase
------ ------ --------
Beginning of Quarter 6.69% 5.79% .90%
End of Quarter 6.59% 5.87% .72%
------ ------ --------
Average 6.64% 5.83% .81%
Depreciation of flight equipment increased from $83,335,000 in
1994 to $103,888,000 in 1995 due to the addition of aircraft.
On a relative basis, interest expense increased more than
revenues from rentals of flight equipment in the second quarter
of 1995. Since aircraft lease negotiations generally occur in
advance of the delivery of the aircraft, interest rate movements
subsequent to the negotiation of the lease rate and prior to the
financing of the subject aircraft will have a positive impact on
the results of operations in a falling interest rate environment
and a negative impact in a rising interest rate environment. The
current higher level of interest rates has had a negative impact
on the Company's results of operations. Depending upon the
future movement of interest rates and the blend of fixed versus
floating rate debt, the interest expense relative to revenues
from rentals of flight equipment may be positively or negatively
impacted.
Provision for overhauls increased from $13,502,000 in 1994 to
$17,869,000 in 1995 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.
Provision for income taxes increased from $38,843,000 in 1994
to $39,118,000 in 1995 as the Company's effective income tax rate
increased from 37.7% in 1994 to 39.7% in 1995.
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS-Six months ended June 30, 1995 versus 1994.
The increase in revenues from the rentals of flight equipment
from $463,010,000 in 1994 to $585,912,000 in 1995, a 26.5%
increase, is attributable to the increase in both the size and
relative cost of the fleet of leased flight equipment subject to
operating lease from 259 at June 30, 1994 to 290 at June 30,
1995, a 12.0% increase.
In addition to its leasing operation, the Company actively
engages in the marketing of flight equipment from its own
portfolio as well as on a principal and commission basis.
Revenue from such flight equipment marketing increased from
$50,595,000 in 1994 to $62,502,000 in 1995 as a result of the
nature and number of the related flight equipment marketed.
Flight equipment marketing revenue consisted of the following
number of transactions in each period:
1995 1994
----- -----
Sales of flight equipment 2 3
Commissions 2 2
Disposition of leased flight equipment 29 10
Expenses as a percentage of total revenues increased to 75.5%
in the first six months of 1995 compared to 67.9% in the first
six months of 1994. Interest expense increased from
$169,339,000 in 1994 to $253,827,000 in 1995, primarily as a
result of an increase in gross debt outstanding at the six months
ended from $7,149 million at 1994 to $9,403 million at 1995 to
finance aircraft acquisitions. In addition, the Company's
composite borrowing rate fluctuated as follows:
1995 1994 Increase
------ ------ --------
Beginning of Six months 6.41% 5.89% .52%
End of Six months 6.59% 5.87% .72%
------ ------ --------
Average 6.50% 5.88% .62%
Depreciation of flight equipment increased from $155,204,000
in 1994 to $202,175,000 in 1995 due to the addition of aircraft.
On a relative basis, interest expense increased more than
revenues from rentals of flight equipment in the first six months
of 1995. Since aircraft lease negotiations generally occur in
advance of the delivery of the aircraft, interest rate movements
subsequent to the negotiation of the lease rate and prior to the
financing of the subject aircraft will have a positive impact on
the results of operations in a falling interest rate environment
and a negative impact in a rising interest rate environment. The
current higher level of interest rates has had a negative impact
on the Company's results of operations. Depending upon the
future movement of interest rates and the blend of fixed versus
floating rate debt, the interest expense relative to revenues
from rentals of flight equipment may be positively or negatively
impacted.
Provision for overhauls increased from $24,262,000 in 1994 to
$31,321,000 in 1995 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.
Provision for income taxes decreased from $63,840,000 in 1994
to $63,351,000 in 1995 as a result of a decrease in pretax
income. However, the Company's effective income tax rate
increased from 37.2% in 1994 to 38.5% in 1995.
<PAGE>
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
10.1 Purchase Agreement No. 1830, dated as of June
27, 1995, between the Company and The Boeing Company,
including Letter Agreements relating thereto
(Confidential treatment requested).
10.2 Supplemental Agreement No. 7, dated as of June
27, 1995, to Purchase Agreement No. 1770 between the
Company and The Boeing Company (Confidential treatment
requested).
10.3 Supplemental Agreement No. 5, dated as of June
27, 1995, to Purchase Agreement No. 1771 between the
Company and The Boeing 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 May 4, 1995 (Item 7)
2. Form 8-K, event date May 12, 1995 (Item 7)
3. Form 8-K, event date May 25, 1995 (Item 7)
4. Form 8-K, event date June 1, 1995 (Item 7)
5. Form 8-K, event date July 10, 1995 (Item 7)
<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
August 14 , 1995 /s/ Leslie L. Gonda
Date ______________________________
LESLIE L. GONDA
Chairman of the Board
August 14 , 1995 /s/ Alan H. Lund
Date ______________________________
ALAN H. LUND
Executive Vice President
Co-Chief Operating Officer
and Chief Financial Officer
<PAGE>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
Exhibit No.
10.1 Purchase Agreement No. 1830, dated as of June 27, 1995, between
the Company and The Boeing Company, including Letter Agreements
relating thereto (Confidential treatment requested).
10.2 Supplemental Agreement No. 7, dated as of June 27, 1995, to
Purchase Agreement No. 1770 between the Company and The Boeing
Company (Confidential treatment requested).
10.3 Supplemental Agreement No. 5, dated as of June 27, 1995, to
Purchase Agreement No. 1771 between the Company and The Boeing
Company (Confidential treatment requested).
12 Computation of Ratio of Earnings to Fixed Charges and Preferred
Stock Dividends
27 Financial Data Schedule
<PAGE>
PURCHASE AGREEMENT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Relating to Boeing Model 737-600/-700/-800 Aircraft
Purchase Agreement Number 1830
<PAGE>
TABLE OF CONTENTS
Page SA
Number Number
ARTICLES
1. Subject Matter of Sale 1-1
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 T-1
<PAGE>
TABLE OF CONTENTS
SA
Number
EXHIBITS
A Aircraft Configuration
B Product Assurance Document
C Customer Support Document
D Price Adjustments Due to
Economic Fluctuations - Aircraft
E Buyer Furnished Equipment
Provisions Document
F Defined Terms Document
LETTER AGREEMENTS
1830-1 Disclosure of Confidential
Information
1830-2 Waiver of Aircraft Demonstration
Flights
1830-3 Seller Purchased Equipment
1830-4 Spare Parts Support for Flight
Training
1830-5 Promotional Support
1830-6 Configuration Decision Matters
<PAGE>
TABLE OF CONTENTS
SA
Number
RESTRICTED LETTER AGREEMENTS
6-1162-KRG-1050 Aircraft Performance
Guarantees
6-1162-KRG-1442 Certain Contractual
Matters
6-1162-KRG-1443 Advance Payment Matters
6-1162-KRG-1444 Aircraft Configuration Matters
6-1162-KRG-1445 Lessee Matters
6-1162-KRG-1446 Airframe Maintenance Cost
Program
6-1162-KRG-1447 * Operator Matters
6-1162-KRG-1448 Delivery Schedule Matters
6-1162-KRG-1449 * Matters
6-1162-KRG-1450 Miscellaneous Matters
6-1162-KRG-1451 Escalation Matters
6-1162-KRG-1452 * Other Aircraft
Matters
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
PURCHASE AGREEMENT NO. 1830
Relating to
BOEING MODEL 737-600/-700/-800 AIRCRAFT
This Agreement is entered into as of June 27, 1995 by and
between The Boeing Company, a Delaware corporation, with its
principal office in Seattle, Washington (Boeing), and International
Lease Finance Corporation, a California corporation, with its
principal office in Los Angeles, California (Buyer).
Accordingly, Boeing and Buyer agree as follows:
<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
* Boeing Model 737-600, 737-700 or 737-800 aircraft
(the Aircraft) manufactured in accordance with Boeing detail
specification described for each applicable model in Exhibit A, as
modified from time to time in accordance with this Agreement
(Detail Specification). Quantities of each model type are set
forth in Table 1.
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.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
ARTICLE 2. Delivery, Title and Risk of Loss.
2.1 Time of Delivery. The Aircraft will be delivered to
Buyer by Boeing, and Buyer will accept delivery of the Aircraft, in
accordance with the schedule set forth in Table 1.
2.2 Notice of Target Delivery Date. Boeing will give
Buyer notice of the Target Delivery Date of the Aircraft
approximately 30 days prior to the scheduled month of delivery.
2.3 Notice of Delivery Date. Boeing will give Buyer at
least 7 days' notice of the delivery date of the Aircraft. If an
Aircraft delivery is delayed beyond such delivery date due to the
responsibility of Buyer, Buyer will reimburse Boeing for all costs
incurred by Boeing as a result of such delay, including amounts for
storage, insurance, Taxes, preservation or protection of the
Aircraft and interest on payments due.
2.4 Place of Delivery. The Aircraft will be delivered at
a facility selected by Boeing in the State of Washington, unless
mutually agreed otherwise.
2.5 Title and Risk of Loss. Title to and risk of loss of
an Aircraft will pass from Boeing to Buyer upon delivery of such
Aircraft, but not prior thereto.
2.6 Bill of Sale. Upon delivery of an Aircraft Boeing
will deliver to Buyer a bill of sale conveying good title to such
Aircraft, free of any encumbrances.
<PAGE>
ARTICLE 3. Price of Aircraft.
3.1 Definitions.
3.1.1 Special Features are the features incorporated
in Exhibit A which have been selected by Buyer.
3.1.2 Base Aircraft Price is the Aircraft Basic Price
excluding the price of Special Features.
3.1.3 Aircraft Basic Price is comprised of the Base
Aircraft Price and the price of the Special Features.
3.1.4 Economic Price Adjustment is the adjustment to
the Aircraft Basic Price (Base Aircraft and Special Features) as
calculated pursuant to Exhibit D.
3.1.5 Aircraft Price is the total amount Buyer is to
pay for the Aircraft at the time of delivery.
3.2 Aircraft Basic Price.
The Aircraft Basic Price, expressed in *,
is set forth in Table 1.
3.3 Aircraft Price.
The Aircraft Price will be established at the time of
delivery of such Aircraft to Buyer and will be the sum of:
3.3.1 the Aircraft Basic Price, set forth in Table 1,
plus
3.3.2 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 -
Aircraft); plus
3.3.3 other price adjustments made pursuant to this
Agreement or other written agreements executed by Boeing and Buyer.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3.4 Advance Payment Base Price.
3.4.1 Advance Payment Base Price. For advance
payment purposes, the 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.
3.4.2 Adjustment of Advance Payment Base Prices -
Long-Lead Aircraft. For Aircraft scheduled for delivery more than
* after the date of this Agreement, the Advance Payment
Base Prices appearing in Table 1 will be used to determine the
amount of the first advance payment to be made by Buyer on the
Aircraft. No later than * 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 Basic 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.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
ARTICLE 4. Taxes.
4.1 Taxes. In addition to the Aircraft Price, Buyer shall
pay to Boeing upon demand the amount of any sales, use, value added
or other similar transfer taxes, together with any penalties, fines
or interest thereon (other than any such penalties, fines or
interest resulting from the failure of Boeing seasonably to pay any
such tax which it has reason to believe is applicable, unless such
nonpayment is directed by Buyer) imposed by any federal, state or
local taxing authority within the United States and the amount of
all taxes imposed by any taxing authority outside the United
States, required to be paid by Boeing as a result of any sale, use,
delivery, storage or transfer of any Aircraft, accessory,
equipment, part, Buyer Furnished Equipment (as defined in Exhibit
E), services, instructions or data furnished or delivered under
this Agreement, except U.S. federal income taxes and Washington
State business and occupation tax imposed on Boeing (defined as
"Taxes"). If Boeing has reason to believe that any such tax is
applicable, Boeing shall separately state the amount of such tax in
its invoice. If claim is made against Boeing for any such tax,
Boeing shall promptly notify Buyer. If seasonably requested by
Buyer in writing, Boeing shall, at Buyer's expense, take such
action as Buyer may reasonably direct with respect to such claim,
and any payment by Boeing of such tax shall be made under protest,
if protest is necessary and proper. If payment is made, Boeing
shall, at Buyer's expense, take such action as Buyer may reasonably
direct to recover such payment and shall, if requested, permit
Buyer in Boeing's name to file a claim or prosecute an action to
recover such payment.
4.2 Taxes Relating to Buyer Furnished Equipment. Buyer is
responsible for the proper filing of all tax returns, reports and
declarations and payment of all taxes related to or imposed on
Buyer Furnished Equipment.
<PAGE>
ARTICLE 5. Payment.
5.1 Advance Payment Schedule. Advance payment for each
Aircraft will be made to Boeing by Buyer as follows:
Due Date of Payment Amount Due per Aircraft
(Percentage times
Advance Payment Base Price)
Upon signing the Agreement *
24 months prior to the first *
day of the scheduled delivery
month of the Aircraft
21 months prior to the first *
day of the scheduled delivery
month of the Aircraft
18 months prior to the first *
day of the scheduled delivery
month of the Aircraft
12 months prior to the first *
day of the scheduled delivery
month of the Aircraft
9 months prior to the first *
day of the scheduled delivery
month of the Aircraft
6 months prior to the first *
day of the scheduled delivery
month of the Aircraft _____
Total *
5.2 Advance Payment Adjustment. For each Aircraft
scheduled for delivery more than * after the date of this
Agreement and for which the Advance Payment Base Price is adjusted,
Buyer will:
5.2.1 pay the advance payment due * prior to
the scheduled month of delivery for each affected Aircraft in an
amount equal to *, and
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
5.2.2 use the adjusted Advance Payment Base Price in
determining the amount of remaining advance payments due Boeing for
such Aircraft.
5.3 Payment at Delivery. The Aircraft Price, less Advance
Payments received by Boeing, is due on delivery of such Aircraft to
Buyer.
5.4 Form of Payments. All payments due hereunder will be
made by Buyer to Boeing by unconditional deposit in a bank account
in the United States designated by Boeing or in other immediately
available funds. All prices and payments set forth in this
Agreement are in United States Dollars.
5.5 Monetary and Government Regulations. Buyer will be
responsible for complying with all monetary control regulations and
for obtaining necessary governmental authorizations related to
payments hereunder.
<PAGE>
ARTICLE 6. Excusable Delay.
6.1 General. Boeing will not be liable for or be deemed
to be in default under this Agreement on account of any delay in
delivery of any Aircraft or other performance hereunder arising out
of causes such as: acts of God; war, armed hostilities, riots,
fires, floods, earthquakes or serious accidents; governmental acts
or failures to act affecting materials, facilities or Aircraft;
strikes or labor troubles causing cessation, slowdown or
interruption of work; damage to an Aircraft; failure of or delay in
transportation; or inability, after due and timely diligence, to
procure materials, systems, accessories, equipment or parts; or
arising out of any other cause to the extent it is beyond Boeing's
control or not occasioned by Boeing's fault or negligence. A delay
resulting from such causes is referred to as an "Excusable Delay".
6.2 Excusable Delay of 12 Months.
6.2.1 Anticipated Delay. If Boeing concludes, based
on its appraisal of the facts and normal scheduling procedures,
that due to an Excusable Delay, delivery of an Aircraft will be
delayed more than 12 months beyond the month in which delivery is
scheduled, Boeing will promptly so notify Buyer in writing and
either party may then terminate this Agreement with respect to such
Aircraft by giving written notice to the other within 15 days after
receipt by Buyer of Boeing's notice. Failure of a party to
terminate the purchase of an Aircraft for an Excusable Delay
pursuant to this paragraph results in a waiver of that party's
right to terminate the purchase of such Aircraft for any delay in
delivery caused by such Excusable Delay.
6.2.2 Actual Delay. If, due to an Excusable Delay,
delivery of an Aircraft is delayed for more than 12 months beyond
the month in which delivery is scheduled, and such right to
terminate has not been waived under paragraph 6.2.1, either party
may terminate this Agreement with respect to such Aircraft by
giving written notice to the other within 15 days after the
expiration of such 12-month period.
6.3 Aircraft Damaged Beyond Repair. If, prior to
delivery, an Aircraft is destroyed or damaged beyond economic
repair due to any cause, Boeing will promptly notify Buyer in
writing and either party may then terminate this Agreement with
respect to such Aircraft. If Boeing does not so terminate this
Agreement with respect to such Aircraft, such notice will specify
the earliest date
<PAGE>
reasonably possible, consistent with Boeing's
other contractual commitments and production capabilities, by which
Boeing will deliver a replacement for such Aircraft. This
Agreement will thereupon terminate as to such Aircraft, unless
Buyer gives Boeing written notice, within 30 days after receipt of
Boeing's notice, that Buyer desires the proposed replacement for
such Aircraft.
6.4 Agreement Revision. If an Aircraft is delayed, or
destroyed or damaged beyond economic repair, and this Agreement is
not terminated pursuant to this Article, this Agreement will be
appropriately revised.
6.5 Agreement Termination.
6.5.1 Termination under this Article will discharge
all obligations and liabilities of Boeing and Buyer hereunder with
respect to terminated Aircraft and all related undelivered items
and services, except that Boeing will return to Buyer, without
interest, all advance payments related to such Aircraft,
6.5.2 If either party terminates this Agreement as to
any Aircraft pursuant to this Article, Boeing may, upon written
notice to Buyer within 30 days after such termination and with
Buyer's consent, purchase from Buyer any Buyer Furnished Equipment
related to such Aircraft, at the invoice prices paid, or contracted
to be paid, by Buyer.
6.6 Exclusive Rights. The termination rights set forth in
this Article are in substitution for any and all other rights of
termination or contract lapse or any other claim arising by
operation of law by virtue of delays in performance covered by this
Article.
<PAGE>
ARTICLE 7. Changes to the Detail Specification.
7.1 Development Changes. Boeing may, at its own expense
and without Buyer's consent, incorporate Development Changes in the
Detail Specification and the Aircraft prior to delivery to Buyer.
Development Changes are defined as changes to the basic
specification for Model 737-600, 737-700 or 737-800 aircraft that
do not affect the Aircraft Purchase Price or adversely affect
Aircraft delivery, guaranteed weight, guaranteed performance or
compliance with the interchangeability or replaceability
requirements set forth in the Detail Specification. If Boeing
makes changes pursuant to this paragraph, Boeing will promptly
notify Buyer of such changes.
7.2 Change Orders. The Detail Specification and
associated provisions of this Agreement may be amended by Change
Order or other written agreement between Boeing and Buyer, which
will state the particular changes to be made and any effect on
design, performance, weight, balance, time of delivery, Aircraft
Basic Price and Advance Payment Base Price.
<PAGE>
ARTICLE 8. Federal Aviation Requirements and Certificates and
Export License.
8.1 FAA Certificates.
8.1.1 Boeing will obtain from the Federal Aviation
Administration (FAA) a Type Certificate (transport category) issued
pursuant to Part 21 of the Federal Aviation Regulations for the
type of aircraft covered by this Agreement, and, based upon
registration requirements, will provide to Buyer at time of
delivery either (i) a Standard Airworthiness Certificate for each
Aircraft issued pursuant to Part 21 of the Federal Aviation
Regulations, if such Aircraft is a Domestic Aircraft or (ii) an
Export Certificate of Airworthiness for each Aircraft issued
pursuant to Part 21 of the Federal Aviation Regulations, if such
Aircraft is an Export Aircraft.
8.1.2 Boeing will not be obligated to obtain any
other certificates or approvals for the Aircraft.
8.1.3 If the use of either FAA certificate is
discontinued prior to delivery of an Aircraft, references in this
Agreement to such discontinued certificate will be deemed
references to its superseding FAA certificate. If the FAA does not
issue a superseding certificate, Boeing's only obligation under
this paragraph will be to comply with the Detail Specification and
the Performance Guarantees.
8.2 FAA Manufacturer Changes.
8.2.1 Changes Applicable to Domestic Aircraft. If
the FAA, or any other governmental agency having jurisdiction,
requires any change to the Aircraft, data relating to the Aircraft,
or testing of the Aircraft in order to obtain the Standard
Airworthiness Certificate (Manufacturer Change), such Manufacturer
Change will be made prior to delivery of such Aircraft. If prior
to Aircraft delivery a Manufacturer Change is required to be
incorporated in an Aircraft, it will be incorporated at no charge
to Buyer, unless the requirement is promulgated subsequent to the
date of this Agreement, in which case Buyer will pay Boeing's
reasonable charge only for Aircraft scheduled for delivery to Buyer
(a) 18 months or more after the date of this Agreement or (b) after
the date of Boeing's receipt of the Type Certificate for the Model
737-600, 737-700, 737-800 aircraft, as applicable, whichever is
later.
<PAGE>
8.2.2 Changes Applicable to Export Aircraft. If the
FAA, or any other governmental agency having jurisdiction, requires
any change to the Aircraft, data relating to the Aircraft, or
testing of the Aircraft in order to obtain the Export Certificate
of Airworthiness (Manufacturer Change), such Manufacturer Change
will be made prior to delivery of such Aircraft. If prior to
Aircraft delivery a Manufacturer Change is required to be
incorporated in an Aircraft, it will be incorporated at no charge
to Buyer unless the requirement for such Manufacturer Change is (i)
solely necessary to comply with a requirement of the country of
import and/or registration, in which case Buyer will pay Boeing's
reasonable charge therefor, or (ii) promulgated subsequent to the
date of this Agreement, in which case Buyer will pay Boeing's
reasonable charge only for Aircraft scheduled for delivery to Buyer
(a) 18 months or more after the date of this Agreement or (b) after
the date of Boeing's receipt of the Type Certificate for the Model
737-600, 737-700, or 737-800 aircraft, as applicable, whichever is
later. Buyer will pay Boeing's applicable charge for validation of
the Aircraft for export to the country of import as may be required
by any governmental agency of such country of import and any
charges by such agency therewith.
8.3 FAA Operator Changes.
8.3.1 Boeing will deliver each Aircraft with the
changes in equipment incorporated (or, after timely notice to
Buyer, with suitable provisions for the incorporation of such
equipment) that is required by Federal Aviation Regulations which
(i) are generally applicable with respect to transport category
aircraft to be used in United States certified air carriage and
(ii) have to be complied with on or before the date of delivery of
such Aircraft (Operator Changes).
8.3.2 If Operator Changes are incorporated in an
Aircraft, Buyer will pay Boeing's reasonable charge applicable to
such Aircraft.
8.4 Delays; Changes to this Agreement. If delivery of an
Aircraft is delayed due to the incorporation of a Manufacturer
Change or an Operator Change, the delivery of the Aircraft will be
appropriately revised to reflect such delay. This Agreement will
also be revised to reflect appropriate changes in the Aircraft
Price, design, performance, weight and balance due to the
incorporation of a Manufacturer Change or an Operator Change.
<PAGE>
8.5 Export License. If an export license is required by
United States law or regulation for an Aircraft, it is Buyer's
obligation to obtain such license; however, Boeing will apply on
behalf of Buyer for such export license and/or licenses for
installed equipment. Buyer will supply, in a timely manner, all
documents and certifications required in support of such
applications.
<PAGE>
ARTICLE 9. Representatives, Inspection,
Flights and Test Data.
9.1 Office Space at Boeing. Commencing with the date of
this Agreement, and until the delivery of the last Aircraft, Boeing
will furnish, without additional charge, suitable office space and
equipment in or conveniently located near its plant in Seattle for
the accommodation of up to 5 personnel of Buyer or Buyer's
authorized agent.
9.2 Inspection by Buyer. Designated representatives of
Buyer may inspect the manufacturing of the Aircraft at all
reasonable times. However, if access to any part of Boeing's plant
is restricted by the United States Government, Boeing will be
allowed a reasonable time to arrange for inspection elsewhere. All
inspections by Buyer's representatives will be performed so as not
to hinder manufacture or performance by Boeing.
9.3 Aircraft Flight. Prior to delivery, each Aircraft
will be flown by Boeing for such periods as may be required to
demonstrate to Buyer the function of the Aircraft and its equipment
in accordance with Boeing's production flight test procedures
(commonly referred to as "C" flights). The aggregate duration of
such flights will be not less than 1-1/2 hours or more than 4
hours. Five persons designated by Buyer may participate in such
flights as observers.
9.4 Test Data. Boeing will furnish to Buyer, as soon as
practicable, flight test data obtained on an aircraft of the type
purchased hereunder, certified as correct by Boeing, to evidence
compliance with any performance guarantees set forth in this
Agreement. Any Performance Guarantee will be deemed to be met if
reasonable engineering interpretations and calculations based on
such flight test data establish that the Aircraft would, if
actually flown, comply with such guarantee.
9.5 Special Aircraft Test Requirements. Boeing may use
the Aircraft for flight and ground tests prior to delivery to
Buyer, without reduction in the Aircraft Purchase Price, if such
tests are deemed necessary by Boeing to:
9.5.1 obtain or maintain the Type Certificate or
Standard Airworthiness Certificate or Export Certificate of
Airworthiness for the Aircraft (commonly referred to as "B"
flights); or
9.5.2 subject to the prior written consent of Buyer,
evaluate aircraft improvement changes that may be
<PAGE>
offered for production or retrofit incorporation in any aircraft.
9.6 Indemnity. Boeing will indemnify and hold harmless
Buyer and Buyer's observers from and against all claims and
liabilities, including costs and expenses (including attorneys'
fees) incident thereto, for injury to or death of any person or
persons, including employees of Boeing but excluding employees,
officers or agents of Buyer, or for loss of or damage to any
property, arising out of or in connection with the operation of the
Aircraft during all demonstration and test flights conducted under
the provisions of this Article, whether or not arising in tort or
occasioned in whole or in part by the negligence of Buyer or any of
Buyer's observers, whether active, passive or imputed.
<PAGE>
ARTICLE 10. Assignment, Resale or Lease.
10.1 Assignment. This Agreement will inure to the benefit
of and be binding upon each of the parties hereto and their
respective successors and assigns. Neither the rights nor the
duties of either party under this Agreement may be assigned or
delegated, or contracted to be assigned or delegated, in whole or
part, without the prior written consent of the other party, except
that:
10.1.1 Either party may assign its interest to a
corporation that (i) results from any merger or reorganization of
such party or (ii) acquires substantially all the assets of such
party;
10.1.2 Boeing may assign its rights to receive money;
and
10.1.3 Boeing may assign all or any part of its rights
and obligations under this Agreement to any wholly owned subsidiary
of Boeing, provided that Boeing will remain fully and solely
responsible to Buyer for all obligations and liabilities as the
seller of the Aircraft, and Buyer will continue to deal exclusively
with Boeing.
10.2 Transfer by Buyer at Delivery. Buyer may, and at
Buyer's request Boeing will, take any action reasonably required
for the purpose of causing an Aircraft, at time of delivery, to be
subjected to an equipment trust, conditional sale, lien or other
arrangement for the financing by Buyer of such Aircraft. No action
taken by either party pursuant to this paragraph, however, will
require Boeing to divest itself of title to or possession of such
Aircraft until delivery and payment therefor pursuant to this
Agreement.
10.3 Sale by Buyer After Delivery. If, following delivery
of any Aircraft, Buyer sells such Aircraft (including any sale for
financing purposes), then all of Buyer's rights with respect to
such Aircraft under this Agreement will inure to the benefit of the
purchaser of such Aircraft, effective upon Boeing's receipt of such
purchaser's express written agreement, in form satisfactory to
Boeing, to be bound by and to comply with all applicable terms,
conditions and limitations of this Agreement.
10.4 Lease by Buyer After Delivery. If, following
delivery of any Aircraft, Buyer leases such Aircraft, Buyer will
not assign to the lessee of such Aircraft any rights under this
Agreement without Boeing's prior written consent, which consent
will not be unreasonably withheld.
<PAGE>
10.5 No Increase in Boeing Liability. No action taken by
Buyer or Boeing relating to the assignment, resale or lease of any
Aircraft or this Agreement will subject Boeing to any liability
beyond that in this Agreement or modify in any way Boeing's
obligations under this Agreement.
10.6 Exculpatory or Indemnity Clause in Post-Delivery Sale
or Lease. If, following delivery of an Aircraft, Buyer sells or
leases such Aircraft and obtains from the transferee an exculpatory
or indemnity clause protecting Buyer, Buyer will include the same
protection for Boeing.
<PAGE>
ARTICLE 11. Termination for Certain Events.
11.1 Termination. This Agreement may be terminated at any
time with regard to undelivered Aircraft and items and unperformed
services by notice in writing by either party hereto if the other
party:
11.1.1 Ceases doing business as a going concern,
suspends all or substantially all its business operations, makes an
assignment for the benefit of creditors, is insolvent, or generally
does not pay its debts, or admits in writing its inability to pay
its debts; or
11.1.2 Petitions for or acquiesces in the appointment
of any receiver, trustee or similar officer to liquidate or
conserve its business or any substantial part of its assets;
commences any legal proceeding such as insolvency, bankruptcy,
reorganization, readjustment of debt, dissolution or liquidation
available for the relief of financially distressed debtors; or
becomes the object of any such proceeding, unless such proceeding
is dismissed or stayed within a reasonable period, not to exceed 60
days.
11.2 Repayment of Advance Payments. If this Agreement is
terminated with regard to any Aircraft by Buyer under this Article,
Boeing will repay to Buyer, without interest, any advance payments
received by Boeing from Buyer with respect to such Aircraft.
<PAGE>
ARTICLE 12. Product Assurance; Disclaimer and Release;
Exclusion of Liabilities; Customer Support;
Indemnification and Insurance.
12.1 Product Assurance. Boeing and Buyer are bound by the
provisions of Exhibit B hereto (Product Assurance Document).
12.2 DISCLAIMER AND RELEASE. THE WARRANTIES, OBLIGATIONS
AND LIABILITIES OF BOEING AND THE REMEDIES OF BUYER SET FORTH IN
THE PRODUCT ASSURANCE DOCUMENT ARE EXCLUSIVE AND IN SUBSTITUTION
FOR, AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER
WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL OTHER
RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST BOEING, EXPRESS OR
IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY
NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING PROVIDED
UNDER THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO:
(A) ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS;
(B) ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
(C) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY
IN TORT, WHETHER OR NOT ARISING FROM THE NEGLIGENCE OF BOEING
(WHETHER ACTIVE, PASSIVE OR IMPUTED); AND
(D) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY
FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT.
12.3 EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES. BOEING
WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT
(INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED
NEGLIGENCE) OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR
FOR ANY OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO
ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THING
PROVIDED UNDER THIS AGREEMENT.
12.4 Definitions. For the purposes of this Article, the
term "BOEING" means The Boeing Company, its divisions, subsidiaries
and affiliates, the assignees of each, and their directors,
officers, employees and agents.
<PAGE>
12.5 Customer Support and Indemnification; Insurance.
Boeing and Buyer are bound by the provisions of Exhibit C hereto
(Customer Support Document), which includes indemnification and
insurance requirements related to the use of Customer Support
Services.
<PAGE>
ARTICLE 13. Buyer Furnished Equipment and Spare Parts.
13.1 Buyer Furnished Equipment. Boeing and Buyer are
bound by the provisions of Exhibit E (Buyer Furnished Equipment
Document), which includes indemnification requirements related to
Buyer Furnished Equipment.
13.2 Purchase of Boeing Spare Parts. Boeing will sell to
Buyer and Buyer will purchase from Boeing materials, spare parts,
assemblies, tools and items of equipment relating to the Aircraft
pursuant to Spare Parts General Terms Agreement No. Q8 or, when
executed, Customer Services General Terms Agreement No. Q8.
<PAGE>
ARTICLE 14. Contractual Notices and Requests.
All notices and requests relating to this Agreement will be in
English, and may be transmitted by any customary means of written
communication addressed as follows:
Buyer: International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Attention: Office of the President
Boeing: Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington 98124-2207
U.S.A.
Attention: Vice President - Contracts
Mail Stop 75-38
or to such other address as specified elsewhere herein or as
otherwise directed in writing by either party. The effective date
of any such notice or request will be the date on which it is
received by the addressee.
<PAGE>
ARTICLE 15. Miscellaneous.
15.1 Government Approval. Boeing and Buyer will use their
best reasonable efforts to assist each other in obtaining any
United States Governmental agency consents or approvals necessary
or appropriate to effect certification and sale of the Aircraft
under this Agreement.
15.2 Headings. Article and paragraph headings used in
this Agreement are for convenient reference only and are not
intended to affect the interpretation of this Agreement.
15.3 Entire Agreement; Amendments. This Agreement
contains the entire agreement between the parties concerning the
subject matter hereof and supersedes all previous proposals,
understandings, commitments or representations whatsoever, oral or
written. This Agreement may be changed only in writing signed by
authorized representatives of Boeing and Buyer, except in the case
of certain changes permitted or required by this Agreement.
15.4 GOVERNING LAW. THIS AGREEMENT WILL BE GOVERNED BY
THE LAW OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF
WASHINGTON'S CONFLICTS OF LAWS RULES.
15.5 Negotiated Agreement. This Agreement, including the
provisions of Article 12 relating to DISCLAIMER AND RELEASE, the
Exclusion of Consequential and Other Damages, and the provisions
relating to indemnification and insurance set forth in this
Agreement, has been the subject of discussion and negotiation and
is fully understood by the parties; the Aircraft Purchase Price and
other agreements of the parties set forth in this Agreement were
arrived at in consideration of such provisions.
*************************
INTERNATIONAL LEASE FINANCE THE BOEING COMPANY
CORPORATION
By __/s/ Steven R. Adams__ By __/s/ Kenneth R. Geisen__
Its __Vice President__ Its __Attorney-in-Fact__
<PAGE>
Table 1 to
Purchase Agreement 1830
Aircraft Deliveries and Descriptions
Model 737-600 Aircraft
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
Month/Year Quantity Detail Base Article 3.2
Article 3.4
of Serial of Specification Exhibit Aircraft Special Aircraft
Advance Payment
Delivery Number Aircraft No. No. Price Features Basic Price
Base Price
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
</TABLE>
Note: Aircraft Basic Prices are in *.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Table 1 to
Purchase Agreement 1830
Aircraft Deliveries and Descriptions
Model 737-600 Aircraft
(Continued)
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
Month/Year Quantity Detail Base Article 3.2
Article 3.4
of Serial of Specification Exhibit Aircraft Special Aircraft
Advance Payment
Delivery Number Aircraft No. No. Price Features Basic Price
Base Price
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
* TBD One (1) D6-38808-19 A-1 * * *
*
</TABLE>
Note: Aircraft Basic Prices are in *.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Table 1 to
Purchase Agreement 1830
Aircraft Deliveries and Descriptions
Model 737-700 Aircraft
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
Month/Year Quantity Detail Base Article 3.2
Article 3.4
of Serial of Specification Exhibit Aircraft Special Aircraft
Advance Payment
Delivery Number Aircraft No. No. Price Features Basic Price
Base Price
* TBD One (1) D6-38808-4 A-2 * * *
*
* TBD One (1) D6-38808-4 A-2 * * *
*
* TBD One (1) D6-38808-4 A-2 * * *
*
* TBD One (1) D6-38808-4 A-2 * * *
*
* TBD One (1) D6-38808-4 A-2 * * *
*
* TBD One (1) D6-38808-4 A-2 * * *
*
* TBD One (1) D6-38808-4 A-2 * * *
*
* TBD One (1) D6-38808-4 A-2 * * *
*
* TBD One (1) D6-38808-4 A-2 * * *
*
* TBD One (1) D6-38808-4 A-2 * * *
*
* TBD One (1) D6-38808-4 A-2 * * *
*
</TABLE>
Note: Aircraft Basic Prices are in *.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Table 1 to
Purchase Agreement 1830
Aircraft Deliveries and Descriptions
Model 737-800 Aircraft
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
Month/Year Quantity Detail Base Article 3.2
Article 3.4
of Serial of Specification Exhibit Aircraft Special Aircraft
Advance Payment
Delivery Number Aircraft No. No. Price Features Basic Price
Base Price
* TBD One (1) D6-38808-18 A-3 * * *
*
* TBD One (1) D6-38808-18 A-3 * * *
*
* TBD One (1) D6-38808-18 A-3 * * *
*
</TABLE>
Note: Aircraft Basic Prices are in *.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit A to Purchase Agreement Number 1830
<PAGE>
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit A-1 to Purchase Agreement Number 1830
<PAGE>
AIRCRAFT CONFIGURATION
Dated June 27, 1995
relating to
BOEING MODEL 737-600 AIRCRAFT
The Detail Specification is Boeing Detail Specification
D6-38808-19 dated as of June 27, 1995. Such Detail
Specification will be comprised of Boeing Configuration
Specification D6-38808 dated as of January 31, 1995, (which
includes CFM56-7 engines operated at 18,500 pounds SLST and a
Maximum Taxi Weight of 124,500 pounds) 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). Such Change Requests are set
forth in Boeing Document D6-38956. 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>
*
CR / TITLE PRICE
================================================ ===========
0110CG3020 *
MODEL 737-600 AIRPLANE
0252CG3030 *
CARGO COMPARTMENT PLACARDS - POUNDS AND
KILOGRAMS PER SQUARE FOOT
0252CG3031 *
FLIGHT MANUAL AND OPERATIONS MANUAL - UNITS
OF POUNDS, DEGREE CELSIUS AND DEGREE
FAHRENHEIT
1110CG3289 *
ENGINE WARNING STRIPES AND DECALS -
FUSELAGE LOCATIONS
1110CH3317 *
EXTERIOR DECORATIVE FINISH - CROWN METRO
HIGH SOLIDS IN LIEU OF DESOTO 1000
11130CH3063 *
SFE OWNERSHIP PLACARD INSTALLATION IN LEFT
HAND ENTRY DOOR SILL
1130CH3064 *
OWNER'S NAMEPLATES - FLIGHT COMPARTMENT AND
ENGINES
2130CG3039 *
600 FPM CABIN PRESSURE ASCENT RATE
2130CG3040 *
350 FPM CABIN PRESSURE DESCENT RATE
2160CG3018 *
CABIN TEMPERATURE INDICATOR - DEGREES
FAHRENHEIT
2210CG3209 *
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) - PUSH
BUTTON AUTOPILOT ENGAGE MODE CONTROL PANEL
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
2312CH3309 *
DUAL VHF COMMUNICATIONS SYSTEM -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP WITH GABLES CONTROL PANELS
2350CG3158 *
CONTROL WHEEL INTERPHONE SWITCH - FAA
CONFIGURATION
2350CH3171 *
AUDIO SELECTOR PANEL - INSTALLATION - P/N
10-62090-61 (2 VHF, 2HF)
2511CG3055 *
ADJUSTABLE HEADRESTS CAPTAIN AND FIRST
OFFICER CREW SEATS - ADDITION
2511CG3065 *
FIRST OBSERVER SEAT INSTALLATION - INERTIA
TYPE HARNESS
2841CG3090 *
FUEL QUANTITY INDICATION - POUNDS
2841CG3095 *
FUEL QUANTITY INDICATORS ON RIGHT WING
FUELING PANEL
2844CG3040 *
MEASURING STICK CONVERSION TABLES - POUNDS
3131CG3673 *
ACCELEROMETER - INSTALLATION - BFE
ALLIEDSIGNAL INC
3131CG3692 *
SOLID STATE DIGITAL FLIGHT DATA RECORDER -
INSTALLATION - BFE ALLIEDSIGNAL INC - 128
WPS
3131CH3744 *
DIGITAL FLIGHT DATA ACQUISITION UNIT
(DFDAU) - INSTALLATION - BFE TELEDYNE
3162CG3013 *
EFIS/MAP DISPLAY FORMAT
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3162CG3015 *
FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT
AXIS
3162CG3020 *
RADIO ALTITUDE - ABOVE ADI
3162CG3022 *
RISING RUNWAY DISPLAY
3162CG3025 *
RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500
FEET
3162CG3027 *
ATTITUDE COMPARATOR - FLASHING
3162CG3029 *
LOCALIZER BACKCOURSE POLARITY - REVERSAL
3162CG3032 *
MAP MODE ORIENTATION - TRACK UP
3162CG3036 *
AUTOTUNED NAVAIDS - DISPLAYED
3162CG3038 *
MANUALLY TUNED VOR SELECTED COURSE LINES -
DISPLAYED
3162CG3042 *
POSITION DIFFERENCE - AUTOMATIC DISPLAY
3162CG3045 *
WEATHER RADAR RANGE INDICATORS - RANGE
MARKS
3162CG3050 *
TCAS TRAFFIC ON MAP
3162CG3052 *
TCAS RESOLUTION ADVISORY ON ADI
3162CG3056 *
ANALOG FAILURE FLAGS - NOT DISPLAYED
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3240CG3226 *
NOSE AND MAIN LANDING GEAR WHEELS AND
BRAKES - INSTALLATION - ALLIEDSIGNAL INC
FOR 737-600, -700
3412CG3078 *
AIR DATA COMPUTING - DUAL TAT PROBE
3421CG3053 *
IRS MODE SELECT UNIT - INSTALLATION
3423CH3028 *
STANDBY ATTITUDE INDICATOR - BFE JET
ELECTRONICS P/N TBD IN LIEU OF EXISTING SFE
SEXTANT P/N TBD
3431CG3050 *
ILS - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP
3433CH3066 *
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP
3443CG3161 *
WEATHER RADAR - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP WITH TURBULENCE MODE
3445CG3166 *
TCAS II - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP/GABLES ENGINEERING
INC/HONEYWELL INC
3446CG3120 *
ACTIVATION OF DESCENT BELOW MINIMUMS (MODE
6) FEATURE - GROUND PROXIMITY WARNING
SYSTEM
3451CG3006 *
VOR/MARKER BEACON - INSTALLATION - BFE
ROCKWELL INTERNATIONAL CORP
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3455CG3119 *
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (SCANNING)
3457CG3106 *
AUTOMATIC DIRECTION FINDER (ADF) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP
3461CG3403 *
BUYER FURNISHED NAVIGATION DATA BASE
3461CG3424 *
FMC FLIGHT NUMBER ENTRY
3461CG3425 *
FMC TEMPERATURE SELECTION - DEGREES F
DEFAULT
3461CG3433 *
FMS BUILT-IN TEST EQUIPMENT PRINTER
RECEPTACLE
3461CG3464 *
FLIGHT MANAGEMENT COMPUTER SYSTEM - CONTROL
DISPLAY UNIT (CDU) INSTALLATION
3461CH3505 *
FLIGHT MANAGEMENT SYSTEM (FMS) - BFE
TELEDYNE CONTROLS AIRBORNE DATA LOADER -
FMC, DEU, DFDAU, ACARS
3461CH3507 *
FMC - INSTALLATION OF A 4 MCU, UPDATE 10,
256K NAVIGATION DATA BASE FMC
3500CG3018 *
OXYGEN SYSTEM - ALL TUBING AND FITTINGS -
STAINLESS STEEL
3510CG3096 *
CREW OXYGEN CYLINDER - 39 CUBIC FEET
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3510CG3102 *
CREW OXYGEN SYSTEM - CAPTAIN, FIRST
OFFICER, AND FIRST OBSERVER - BFE OXYGEN
MASK AND BFE SMOKE GOGGLES
5320CG3026 *
FIVE POUND ALUMINUM UNDERSEAT FLOOR PANELS
FOR 737-700
7200CG3253 *
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 18,500 LBS. FOR
737-600
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit A-2 to Purchase Agreement Number 1830
<PAGE>
AIRCRAFT CONFIGURATION
Dated June 27, 1995
relating to
BOEING MODEL 737-700 AIRCRAFT
The Detail Specification is Boeing Detail Specification D6-
38808-4 dated as of June 27, 1995. Such Detail Specification
will be comprised of Boeing Configuration Specification D6-38808
dated as of January 31, 1995, (which includes CFM56-7 engines
operated at 20,000 pounds SLST and a Maximum Taxi Weight of 133,500
pounds) 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). Such Change Requests are set forth in Boeing Document D6-
38957. 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>
*
CR / TITLE PRICE
================================================ ==========
0110CG3021 *
MODEL 737-700 AIRPLANE
0252CG3030 *
CARGO COMPARTMENT PLACARDS - POUNDS AND
KILOGRAMS PER SQUARE FOOT
0252CG3031 *
FLIGHT MANUAL AND OPERATIONS MANUAL - UNITS
OF POUNDS, DEGREE CELSIUS AND DEGREE
FAHRENHEIT
1110CG3289 *
ENGINE WARNING STRIPES AND DECALS -
FUSELAGE LOCATIONS
1110CH3317 *
EXTERIOR DECORATIVE FINISH - CROWN METRO
HIGH SOLIDS IN LIEU OF DESOTO 1000
1130CH3063 *
SFE OWNERSHIP PLACARD INSTALLATION IN LEFT
HAND ENTRY DOOR SILL
1130CH3064 *
OWNER'S NAMEPLATES - FLIGHT COMPARTMENT AND
ENGINES
2130CG3039 *
600 FPM CABIN PRESSURE ASCENT RATE
2130CG3040 *
350 FPM CABIN PRESSURE DESCENT RATE
2160CG3018 *
CABIN TEMPERATURE INDICATOR - DEGREES
FAHRENHEIT
2210CG3209 *
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) - PUSH
BUTTON AUTOPILOT ENGAGE MODE CONTROL PANEL
2312CH3309 *
DUAL VHF COMMUNICATIONS SYSTEM -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP WITH GABLES CONTROL PANELS
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
2350CG3158 *
CONTROL WHEEL INTERPHONE SWITCH - FAA
CONFIGURATION
2350CH3171 *
AUDIO SELECTOR PANEL - INSTALLATION - P/N
10-62090-61 (2 VHF, 2HF)
2450CH3116 *
GALLEY POWER - FWD GALLEY AREA - 17.25 KVA
2511CG3055 *
ADJUSTABLE HEADRESTS CAPTAIN AND FIRST
OFFICER CREW SEATS - ADDITION
2511CG3065 *
FIRST OBSERVER SEAT INSTALLATION - INERTIA
TYPE HARNESS
2841CG3090 *
FUEL QUANTITY INDICATION - POUNDS
2841CG3095 *
FUEL QUANTITY INDICATORS ON RIGHT WING
FUELING PANEL
2844CG3040 *
MEASURING STICK CONVERSION TABLES - POUNDS
3131CG3673 *
ACCELEROMETER - INSTALLATION - BFE
ALLIEDSIGNAL INC
3131CG3692 *
SOLID STATE DIGITAL FLIGHT DATA RECORDER -
INSTALLATION - BFE ALLIEDSIGNAL INC - 128
WPS
3131CH3744 *
DIGITAL FLIGHT DATA ACQUISITION UNIT
(DFDAU) - INSTALLATION - BFE TELEDYNE
3162CG3013 *
EFIS/MAP DISPLAY FORMAT
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3162CG3015 *
FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT
AXIS
3162CG3020 *
RADIO ALTITUDE - ABOVE ADI
3162CG3022 *
RISING RUNWAY DISPLAY
3162CG3025 *
RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500
FEET
3162CG3027 *
ATTITUDE COMPARATOR - FLASHING
3162CG3029 *
LOCALIZER BACKCOURSE POLARITY - REVERSAL
3162CG3032 *
MAP MODE ORIENTATION - TRACK UP
3162CG3036 *
AUTOTUNED NAVAIDS - DISPLAYED
3162CG3038 *
MANUALLY TUNED VOR SELECTED COURSE LINES -
DISPLAYED
3162CG3042 *
POSITION DIFFERENCE - AUTOMATIC DISPLAY
3162CG3045 *
WEATHER RADAR RANGE INDICATORS - RANGE
MARKS
3162CG3050 *
TCAS TRAFFIC ON MAP
3162CG3052 *
TCAS RESOLUTION ADVISORY ON ADI
3162CG3056 *
ANALOG FAILURE FLAGS - NOT DISPLAYED
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3240CG3226 *
NOSE AND MAIN LANDING GEAR WHEELS AND
BRAKES - INSTALLATION - ALLIEDSIGNAL INC
FOR 737-600, -700
3412CG3078 *
AIR DATA COMPUTING - DUAL TAT PROBE
3421CG3053 *
IRS MODE SELECT UNIT - INSTALLATION
3423CH3028 *
STANDBY ATTITUDE INDICATOR - BFE JET
ELECTRONICS P/N TBD IN LIEU OF EXISTING SFE
SEXTANT P/N TBD
3431CG3050 *
ILS - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP
3433CH3066 *
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP
3443CG3161 *
WEATHER RADAR - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP WITH TURBULENCE MODE
3445CG3166 *
TCAS II - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP/GABLES ENGINEERING
INC/HONEYWELL INC
3446CG3120 *
ACTIVATION OF DESCENT BELOW MINIMUMS (MODE
6) FEATURE - GROUND PROXIMITY WARNING
SYSTEM
3451CG3006 *
VOR/MARKER BEACON - INSTALLATION - BFE
ROCKWELL INTERNATIONAL CORP
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3455CG3119 *
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (SCANNING)
3457CG3106 *
AUTOMATIC DIRECTION FINDER (ADF) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP
3461CG3403 *
BUYER FURNISHED NAVIGATION DATA BASE
3461CG3424 *
FMC FLIGHT NUMBER ENTRY
3461CG3425 *
FMC TEMPERATURE SELECTION - DEGREES F
DEFAULT
3461CG3433 *
FMS BUILT-IN TEST EQUIPMENT PRINTER
RECEPTACLE
3461CG3464 *
FLIGHT MANAGEMENT COMPUTER SYSTEM - CONTROL
DISPLAY UNIT (CDU) INSTALLATION
3461CH3505 *
FLIGHT MANAGEMENT SYSTEM (FMS) - BFE
TELEDYNE CONTROLS AIRBORNE DATA LOADER -
FMC, DEU, DFDAU, ACARS
3461CH3507 *
FMC - INSTALLATION OF A 4 MCU, UPDATE 10,
256K NAVIGATION DATA BASE FMC
3500CG3018 *
OXYGEN SYSTEM - ALL TUBING AND FITTINGS -
STAINLESS STEEL
3510CG3096 *
CREW OXYGEN CYLINDER - 39 CUBIC FEET
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3510CG3102 *
CREW OXYGEN SYSTEM - CAPTAIN, FIRST
OFFICER, AND FIRST OBSERVER - BFE OXYGEN
MASK AND BFE SMOKE GOGGLES
5320CG3026 *
FIVE POUND ALUMINUM UNDERSEAT FLOOR PANELS
FOR 737-700
7200CG3254 *
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 20,000 LBS. FOR
737-700
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit A-3 to Purchase Agreement Number 1830
<PAGE>
AIRCRAFT CONFIGURATION
Dated June 27, 1995
relating to
BOEING MODEL 737-800 AIRCRAFT
The Detail Specification is Boeing Detail Specification D6-
38808-18 dated as of June 27, 1995. Such Detail
Specification will be comprised of Boeing Configuration
Specification D6-38808 dated as of January 31, 1995, (which
includes CFM56-7 engines operated at 24,000 pounds SLST and a
Maximum Taxi Weight of 156,000 pounds) 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). Such Change Requests are set
forth in Boeing Document D6-38958. 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>
*
CR/TITLE PRICE
================================================= ==========
0110CG3022 *
MODEL 737-800 AIRPLANE
0252CG3030 *
CARGO COMPARTMENT PLACARDS - POUNDS AND
KILOGRAMS PER SQUARE FOOT
0252CG3031 *
FLIGHT MANUAL AND OPERATIONS MANUAL - UNITS
OF POUNDS, DEGREE CELSIUS AND DEGREE
FAHRENHEIT
1110CG3289 *
ENGINE WARNING STRIPES AND DECALS -
FUSELAGE LOCATIONS
1110CH3317 *
EXTERIOR DECORATIVE FINISH - CROWN METRO
HIGH SOLIDS IN LIEU OF DESOTO 1000
1130CH3063 *
SFE OWNERSHIP PLACARD INSTALLATION IN LEFT
HAND ENTRY DOOR SILL
1130CH3064 *
OWNER'S NAMEPLATES - FLIGHT COMPARTMENT AND
ENGINES
2130CG3039 *
600 FPM CABIN PRESSURE ASCENT RATE
2130CG3040 *
350 FPM CABIN PRESSURE DESCENT RATE
2160CG3018 *
CABIN TEMPERATURE INDICATOR - DEGREES
FAHRENHEIT
2210CG3209 *
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) - PUSH
BUTTON AUTOPILOT ENGAGE MODE CONTROL PANEL
2312CH3309 *
DUAL VHF COMMUNICATIONS SYSTEM -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP WITH GABLES CONTROL PANELS
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
2350CG3158 *
CONTROL WHEEL INTERPHONE SWITCH - FAA
CONFIGURATION
2350CH3171 *
AUDIO SELECTOR PANEL - INSTALLATION - P/N
10-62090-61 (2 VHF, 2HF)
2450CH3117 *
GALLEY POWER - FWD GALLEY AREA - 17.25 KVA
2511CG3055 *
ADJUSTABLE HEADRESTS CAPTAIN AND FIRST
OFFICER CREW SEATS - ADDITION
2511CG3065 *
FIRST OBSERVER SEAT INSTALLATION - INERTIA
TYPE HARNESS
2841CG3090 *
FUEL QUANTITY INDICATION - POUNDS
2841CG3095 *
FUEL QUANTITY INDICATORS ON RIGHT WING
FUELING PANEL
2844CG3040 *
MEASURING STICK CONVERSION TABLES - POUNDS
3131CG3673 *
ACCELEROMETER - INSTALLATION - BFE
ALLIEDSIGNAL INC
3131CG3692 *
SOLID STATE DIGITAL FLIGHT DATA RECORDER -
INSTALLATION - BFE ALLIEDSIGNAL INC - 128
WPS
3131CH3744 *
DIGITAL FLIGHT DATA ACQUISITION UNIT
(DFDAU) - INSTALLATION - BFE TELEDYNE
3162CG3013 *
EFIS/MAP DISPLAY FORMAT
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3162CG3015 *
FLIGHT DIRECTOR COMMAND DISPLAY - SPLIT
AXIS
3162CG3020 *
RADIO ALTITUDE - ABOVE ADI
3162CG3022 *
RISING RUNWAY DISPLAY
3162CG3025 *
RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500
FEET
3162CG3027 *
ATTITUDE COMPARATOR - FLASHING
3162CG3029 *
LOCALIZER BACKCOURSE POLARITY - REVERSAL
3162CG3032 *
MAP MODE ORIENTATION - TRACK UP
3162CG3036 *
AUTOTUNED NAVAIDS - DISPLAYED
3162CG3038 *
MANUALLY TUNED VOR SELECTED COURSE LINES -
DISPLAYED
3162CG3042 *
POSITION DIFFERENCE - AUTOMATIC DISPLAY
3162CG3045 *
WEATHER RADAR RANGE INDICATORS - RANGE
MARKS
3162CG3050 *
TCAS TRAFFIC ON MAP
3162CG3052 *
TCAS RESOLUTION ADVISORY ON ADI
3162CG3056 *
ANALOG FAILURE FLAGS - NOT DISPLAYED
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3240CG3228 *
NOSE AND MAIN LANDING GEAR WHEELS AND
BRAKES - INSTALLATION - ALLIEDSIGNAL INC
FOR 737-800
3412CG3078 *
AIR DATA COMPUTING - DUAL TAT PROBE
3421CG3053 *
IRS MODE SELECT UNIT - INSTALLATION
3423CH3028 *
STANDBY ATTITUDE INDICATOR - BFE JET
ELECTRONICS P/N TBD IN LIEU OF EXISTING SFE
SEXTANT P/N TBD
3431CG3050 *
ILS - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP
3433CH3066 *
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP
3443CG3161 *
WEATHER RADAR - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP WITH TURBULENCE MODE
3445CG3166 *
TCAS II - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP/GABLES ENGINEERING
INC/HONEYWELL INC
3446CG3120 *
ACTIVATION OF DESCENT BELOW MINIMUMS (MODE
6) FEATURE - GROUND PROXIMITY WARNING
SYSTEM
3451CG3006 *
VOR/MARKER BEACON - INSTALLATION - BFE
ROCKWELL INTERNATIONAL CORP
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3455CG3119 *
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (SCANNING)
3457CG3106 *
AUTOMATIC DIRECTION FINDER (ADF) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP
3461CG3403 *
BUYER FURNISHED NAVIGATION DATA BASE
3461CG3424 *
FMC FLIGHT NUMBER ENTRY
3461CG3425 *
FMC TEMPERATURE SELECTION - DEGREES F
DEFAULT
3461CG3433 *
FMS BUILT-IN TEST EQUIPMENT PRINTER
RECEPTACLE
3461CG3464 *
FLIGHT MANAGEMENT COMPUTER SYSTEM - CONTROL
DISPLAY UNIT (CDU) INSTALLATION
3461CH3505 *
FLIGHT MANAGEMENT SYSTEM (FMS) - BFE
TELEDYNE CONTROLS AIRBORNE DATA LOADER -
FMC, DEU, DFDAU, ACARS
3461CH3507 *
FMC - INSTALLATION OF A 4 MCU, UPDATE 10,
256K NAVIGATION DATA BASE FMC
3500CG3018 *
OXYGEN SYSTEM - ALL TUBING AND FITTINGS -
STAINLESS STEEL
3510CG3096 *
CREW OXYGEN CYLINDER - 39 CUBIC FEET
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3510CG3102 *
CREW OXYGEN SYSTEM - CAPTAIN, FIRST
OFFICER, AND FIRST OBSERVER - BFE OXYGEN
MASK AND BFE SMOKE GOGGLES
5320CG3026 *
FIVE POUND ALUMINUM UNDERSEAT FLOOR PANELS
FOR 737-700
7200CG3255 *
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 24,000 LBS. FOR
737-800
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
PRODUCT ASSURANCE DOCUMENT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit B to Purchase Agreement Number 1830
<PAGE>
PRODUCT ASSURANCE DOCUMENT NO. 1830
Dated June 27, 1995
Relating to
BOEING MODEL 737-600/-700/-800 AIRCRAFT
______________________
This Product Assurance Document is Exhibit B to and forms a
part of Purchase Agreement No. 1830 between The Boeing Company
(Boeing) and International Lease Finance Corporation (Buyer)
relating to the purchase of Boeing Model 737-600/-700/-800
aircraft. This Product Assurance Document consists of the
following parts:
PART A Boeing Warranty
PART B Warranty Repairs and Modifications by Buyer
PART C Boeing Service Life Policy
PART D Boeing Indemnity Against Patent Infringement
PART D-1 Boeing Indemnity Against Copyright Infringement
PART E Supplier Warranties and Patent Indemnities
PART F Engine Manufacturer Warranties
PART G Boeing Interface Commitment
PART H General
<PAGE>
PART A
BOEING WARRANTY
1. Warranties.
Subject to the exceptions set forth herein, Boeing warrants
that, at the time of delivery, each Aircraft, including all
installed systems, accessories, equipment and parts, will:
1.1 conform to the Detail Specification, as it may be changed
pursuant to this Agreement, except such portions stated to be
estimates, approximations, design objectives, or design criteria,
or described as not guaranteed;
1.2 be free from defects in material and workmanship,
including process of manufacture; and
1.3 be free from defects in design, including selection of
(i) materials and (ii) process of manufacture, in view of the state
of the art at the time of design.
For purposes of this Boeing Warranty, nonconformance with the
Detail Specification, defects in material or workmanship and
defects in design may hereinafter be called "defects" or a
"defect", and the term "system", "accessory", "equipment" or "part"
may hereinafter be called "item" or "items."
2. Exceptions.
The warranties above will not apply to BFE. The warranty
above covering material and workmanship and the warranty above
covering design will not apply to Engines or to any other item
purchased by Boeing but not manufactured to Boeing's detailed
design. However, any defect in the Boeing workmanship installing
such BFE, Engines or other items in an Aircraft will constitute a
defect in workmanship.
3. Survival of Warranties.
Neither the warranty of conformance to the Detail
Specification applicable to Engines and other items purchased by
Boeing but not manufactured to Boeing's detailed design, nor any
Performance Guarantees, will
<PAGE>
survive delivery of the Aircraft. The remaining warranties set
forth herein will survive delivery of the Aircraft, subject to
the limitations and conditions set forth herein.
4. Warranty Periods and Claims.
4.1 The warranty periods are:
4.1.1 As to a defect in conformance to the Detail
Specification, 36 months after delivery of each Aircraft, and
4.1.2 As to a defect in material, workmanship or
design in any item, 36 months after delivery of each Aircraft in
which such item was initially installed.
4.2 Boeing's Product Assurance Regional Manager at Renton,
Washington must receive the warranty claim in writing at the
earliest practicable time after the defect becomes apparent but in
no event later than 90 days after expiration of the applicable
warranty period.
4.3 Such warranty claim must include the data set forth below
and, if requested by Boeing, reasonable evidence that the claimed
defect did not result from any act or omission of Buyer.
4.3.1 Identity of the item or Aircraft involved,
including Boeing part number, serial number if applicable,
nomenclature and the quantity claimed to be defective;
4.3.2 Identity of the Aircraft on which the claimed
item was installed as original equipment;
4.3.3 Date the claimed defect became apparent which
will be the date such defect was discovered by Buyer or the
warranty date set forth in a Boeing service bulletin or service
letter, whichever date occurs first; and
4.3.4 Description of the claimed defect and
circumstances, including Boeing service bulletin or Boeing service
letter number if claim involves a service bulletin or letter.
4.4 Upon completion of Boeing's warranty claim investigation,
including examination of any item or Aircraft returned to Boeing,
Boeing will
<PAGE>
provide a written disposition of its warranty claim
findings to Buyer. In the event Boeing must reject Buyer's
warranty claim, Boeing will provide reasonable substantiation of
such rejection in its disposition.
5. Remedies.
Buyer's remedies under this Boeing Warranty are as follows:
5.1 As to a defect in conformance to the Detail
Specification, the correction at Boeing's expense of such defect;
provided, however, that Boeing will not be obligated to correct any
defect that Boeing and Buyer agree has no material adverse effect
on the maintenance, use or operation of the Aircraft. The warranty
period for the corrected item will be the unexpired warranty period
for the defective item.
5.2 As to a defect in material or workmanship, (i) the repair
at Boeing's expense of such defect or, (ii) the replacement of such
item with a similar item free from defect or, if applicable, the
issuance of a credit memorandum to reimburse Buyer for a spare part
previously purchased from Boeing as the replacement for such
defective item. The warranty period for either correction will be
the unexpired warranty period for the defective item.
5.3 As to a defect in design, the correction at Boeing's
expense of such defect. The warranty period for such correction is
18 months from receipt by Buyer of corrective material or the end
of the original design warranty period for the defective item,
whichever is later.
5.4 Boeing will issue a credit memorandum to reimburse Buyer
at the Warranty Labor Rate for the direct labor hours required for
removal from the Aircraft of a defective item and the
reinstallation in the Aircraft of the corrected item.
6. Returned Items.
Unless otherwise provided in this Agreement, the Aircraft or
item claimed to be defective must be returned to Boeing as soon as
practicable. Buyer may also provide specific technical repair or
correction instructions with such return. The absence of such
instructions will evidence Buyer's authorization for Boeing to
proceed using Boeing information and data. The following criteria
will apply with respect to return of Aircraft or items to Boeing:
<PAGE>
6.1 As to Aircraft:
6.1.1 An Aircraft may be returned only if
6.1.1.1 substantially all the work to be performed
by Boeing is covered by this Boeing Warranty, and
6.1.1.2 Buyer does not have the capability to
perform, nor is it practical for Boeing personnel to perform, the
warranty work away from Boeing's facilities.
6.1.2 All warranty work will be performed at Boeing's
expense, with reasonable efforts to minimize Aircraft
out-of-service time. In addition, Boeing will reimburse Buyer by
issuing a credit memorandum for the cost of fuel, oil and landing
fees incurred in ferrying the Aircraft to Boeing's facilities and
in ferrying the Aircraft back to Buyer's facilities. Buyer will
minimize the length of both ferry flights.
6.1.3 Any nonwarranty work performed by Boeing will
be paid for by Buyer at Boeing's then-standard rates.
6.1.4 A separate agreement based on Boeing's
then-standard form will be entered into to cover the return of and
work on such Aircraft.
6.2 As to any system, accessory, equipment or part:
6.2.1 All warranty work will be performed at Boeing's
expense, with reasonable efforts to minimize item out-of-service
time for items returned.
6.2.2 Boeing's turnaround-time objectives for repair
or replacement are: 10 working days for avionic and electronic
items and 30 working days for other items when corrected at
Boeing's facilities, or 40 working days when corrected at the
facilities of a Boeing subcontractor. Turnaround time starts the
date Boeing receives the returned item, together with Buyer's
warranty claim describing the work, and ends the date of shipment
by Boeing of such item. If a turnaround-time objective is not
achieved and a resultant critical parts shortage is experienced by
Buyer, and Buyer has procured spare parts for such item in
accordance with the Boeing Recommended Spare Parts List, Boeing
will, upon request from Buyer, either:
<PAGE>
6.2.2.1 expedite repair or replacement of the item
or
6.2.2.2 provide a similar item on a no-charge loan
or no-charge lease basis until the repaired or replaced item is
provided to Buyer.
6.2.3 The freight charge for shipment to Boeing of
any item will be paid by Buyer; however, Boeing will reimburse
Buyer by issuing a credit memorandum for such charge for any item
determined to be defective under this Boeing Warranty. The freight
charge for the return shipment to Buyer of any such defective item
which has been repaired, replaced or corrected pursuant to this
Boeing Warranty will be paid by Boeing.
6.3 Title to and risk of loss of any Aircraft or item
returned to Boeing will at all times remain with Buyer and/or any
other owner of such Aircraft or item, except that at the time
Boeing ships a replacement item to Buyer, title to and risk of loss
(i) for the returned item will pass to Boeing and (ii) for the
replacement item will pass to Buyer. While Boeing has care,
custody and control of an Aircraft or item, Boeing will have only
such liabilities as a bailee for mutual benefit would have, but
will not be liable for loss of use.
7. Nonrepairable Items.
Buyer may scrap any defective nonrepairable item having a
then-current Boeing spare part selling price of $2,000 or less and
make a claim for a replacement item. For a defective nonrepairable
item having a then-current Boeing spare part selling price greater
than $2,000, an authorized Boeing representative must confirm the
nonrepairability of any such item. Buyer's claim for an item with
a spare part selling price exceeding $2,000 must include such
confirmation.
8. Reimbursement for Certain Inspection Labor Costs.
8.1 In addition to the remedies set forth in this Boeing
Warranty, Boeing will reimburse Buyer by issuing a credit
memorandum at the Warranty Labor Rate for the direct labor hours
expended by Buyer in performing inspections of the Aircraft to
determine whether or not a covered defect exists in any system,
accessory, equipment or part manufactured to Boeing's detailed
design, provided that:
<PAGE>
8.1.1 such inspections are recommended by a Boeing
service bulletin or service letter issued by Boeing within 36
months after delivery of such Aircraft, and
8.1.2 such reimbursement will not apply to any
inspections performed as an alternative to accomplishing corrective
action when such corrective action is available to Buyer at the
time such inspections are performed.
8.2 If a covered defect is determined to exist as a result of
the foregoing inspections, the remedies under this Boeing warranty
will apply to Aircraft in warranty as of the warranty date set
forth in the applicable Boeing service bulletin or service letter
or the date the defect was discovered by Buyer, whichever date
occurs first.
9. Wear and Tear.
Normal wear and tear and the need for regular maintenance and
overhaul will not constitute a defect.
10. Disclaimer and Release; Exclusion of Liabilities.
This Part A and the rights and remedies of Buyer and
obligations of Boeing herein are subject to the Disclaimer and
Release and Exclusion of Consequential and Other Damages provisions
of Article 12 of this Agreement.
11. Buyer's Indemnification of Boeing.
The provisions of Part E, "Buyer's Indemnification of Boeing
and Insurance" of Exhibit C, will apply to all warranty work
performed by Boeing hereunder in accordance with Buyer's specific
technical repair or correction instructions, to the extent any
legal liability of Boeing is based upon the content of such
instructions.
<PAGE>
PART B
WARRANTY REPAIRS AND MODIFICATIONS BY BUYER
1. General.
To expedite the return to service of any defective Aircraft or
systems, accessories, equipment and parts (items) that Boeing is
obligated to correct under the Boeing Warranty, repairs and
modifications may, at Buyer's option, be performed by Buyer (work)
and charged to Boeing, subject to the following:
2. Scope.
This option applies only to items manufactured to Boeing's
detailed design. The warranty and notice periods and all other
conditions and limitations applicable to the Boeing Warranty apply
to this option.
3. Repairs and Modifications.
All work will be performed in accordance with Boeing's written
instructions, using parts and materials as may be furnished by
Boeing and/or Boeing approved parts and materials as may be
furnished by Buyer.
4. Claims for Reimbursement.
Buyer's claim for reimbursement must be submitted in writing
to Boeing promptly after completion of the work. Such claim must
include the data set forth in paragraph 4.3 of Part A of this
Exhibit B and the following:
4.1 Description of the work performed by Buyer;
4.2 Date work was completed by Buyer;
4.3 Itemized account of the direct labor hours expended in
performing the work; and
4.4 Itemized account of the direct materials incorporated in
the work.
<PAGE>
5. Reimbursement.
Upon approval of Buyer's claim for reimbursement, Boeing will
reimburse Buyer by issuing a credit memorandum as follows:
5.1 Direct Labor.
At the Warranty Labor Rate specified herein for labor
hours expended by Buyer's direct labor employees in performing the
work, including removal, disassembly, inspection, bench testing,
reassembly, final inspection, and reinstallation, but not to
exceed Boeing's estimate of required labor hours, and excluding
time for overhaul.
5.2 Direct Materials.
At the invoice cost to Buyer for all direct materials
incorporated in the work, excluding (i) materials used for
overhaul, (ii) materials furnished by Boeing at no charge, (iii)
materials which exceed Boeing's estimate of required materials, and
(iv) allowances for handling, overhead, taxes, customs duties and
the like.
5.3 Warranty Labor Rate.
The Warranty Labor Rate is $40.00 per hour or 150% of
Buyer's average direct hourly labor rate, whichever is greater.
For this purpose, "average direct hourly labor rate" is defined as
the average hourly rate (excluding all fringe benefits,
premium-time allowances, social charges, business taxes and the
like) paid by Buyer to Buyer's employees whose jobs are directly
related to the performance of the work. Prior to or concurrently
with submittal of Buyer's first claim for labor reimbursement,
Buyer will notify Boeing of Buyer's then-current average direct
hourly labor rate, and thereafter notify Boeing of any material
change in such rate. Boeing may require data from Buyer to
substantiate such rates.
5.4 Limitation.
The total reimbursement with respect to the direct labor
and direct materials incorporated in the work, will not exceed 65%
of Boeing's then-current sales price for the item unless a greater
percentage is established for a particular item by written
agreement between Boeing and Buyer.
<PAGE>
All claims for reimbursement will be subject to audit by Boeing.
Boeing will promptly notify Buyer of Boeing's disposition of each
claim submitted hereunder.
6. Replaced Parts.
If component parts of any assembly are replaced by Buyer, the
replaced parts will be tagged with the assembly part number, the
serial number and the warranty claim number and retained for a
period of 60 days following the date of submittal of Buyer's claim,
so as to be made available for Boeing's inspection. Such parts may
be scrapped after such 60-day period.
<PAGE>
PART C
BOEING SERVICE LIFE POLICY
1. Definitions.
1.1 "Airframe Component" means any of the primary structural
elements of the wing, fuselage, or vertical or horizontal
stabilizer set forth in Attachment A hereto and installed in an
Aircraft at the time of delivery.
1.2 "Landing Gear Component" means any of the primary
structural elements of the landing gear set forth in Attachment A
and installed in an Aircraft at the time of delivery.
1.3 "Spare Component" means any component set forth in
Attachment A that was furnished to Buyer pursuant to this Policy or
purchased by Buyer from Boeing as a spare part.
1.4 "Covered Component" means an Airframe Component, a
Landing Gear Component or a Spare Component.
1.5 "Failure" means any breakage or defect in a Covered
Component.
1.6 "Failed Component" means a Covered Component in which a
Failure has occurred.
2. Service Life Policy.
If a Failure occurs in any Covered Component within the
following periods, Boeing will promptly, at a price calculated
pursuant to this Policy, either (i) design and furnish to Buyer
materials required to correct the Failed Component (excluding
industry standard parts) or (ii) furnish to Buyer a replacement
Covered Component:
2.1 As to any Airframe Component or Landing Gear Component,
within 12 years after delivery of the Aircraft in which such
component was initially installed; or
2.2 As to any Spare Component, within 12 years after delivery
of such Spare Component, or within 12 years after delivery by
Boeing of the last new Model 737 aircraft to Buyer, whichever first
expires.
<PAGE>
3. Price.
The price that Buyer will pay for the correction or
replacement of a Failed Component will be calculated pursuant to
the following formula:
P = CT
---
144
where:
P = price to Buyer
C = Boeing spare parts sales price at time of correction or
replacement
T = total age in months of the Failed Component from the date
of delivery to Buyer to the date of Failure.
4. Conditions and Limitations.
Boeing's obligations under this Policy are conditioned upon
the following:
4.1 Buyer must notify Boeing of the Failure within three
months after it becomes apparent to Buyer.
4.2 Buyer must provide reasonable evidence that the claimed
Failure is covered by this Policy and if requested by Boeing, that
such Failure was not the result of (i) the breakage of or a defect
in a component not covered by this Policy, (ii) an extrinsic force,
(iii) an act or omission of Buyer, or (iv) operation or maintenance
contrary to applicable regulations or Boeing's instructions.
4.3 If return of a Failed Component is practicable and
requested by Boeing, Buyer will return such Failed Component to
Boeing at Boeing's expense.
4.4 Buyer's rights and remedies under this Policy are limited
to the receipt of corrective materials or replacement components at
prices calculated in accordance with this Policy.
<PAGE>
5. Disclaimer and Release; Exclusion of Liabilities.
This Part C and the rights and remedies of Buyer and the
obligations of Boeing herein are subject to the Disclaimer and
Release and Exclusion of Consequential and Other Damages provisions
of Article 12 of this Agreement.
<PAGE>
Attachment A to
Part C
COVERED AIRFRAME AND LANDING GEAR COMPONENTS
1. Wing.
(a) Upper and lower skins and stiffeners between the forward
and rear wing spars.
(b) Wing spar webs, chords and stiffeners, including center
section spanwise beams.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section floor beams, lower beams and spanwise
beams, but not the seat tracks attached to floor beams.
(g) Engine strut support fittings attached directly to wing
primary structure.
(h) Wing-to-body structural attachments.
(i) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and for leading
edge devices and trailing edge flaps.
(j) Trailing edge flap tracks and carriages.
(k) Aileron, leading edge device and trailing edge flap
internal, fixed attachment and actuator support structure.
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and frames between
the forward pressure bulkhead and the vertical stabilizer rear spar
bulkhead and structural support and enclosure for the APU but
excluding all system components and related installation and
connecting devices, insulation, lining, and decorative panels and
related installation and connecting devices.
<PAGE>
(b) Window and windshield structure but excluding the windows
and windshields.
(c) Fixed attachment structure of the passenger doors, cargo
doors and emergency exits, excluding door mechanisms and movable
hinge components. Sills and frames around the body openings for
the passenger doors, cargo doors and emergency exits, excluding
scuff plates and pressure seals.
(d) Nose wheel well structure, including the wheel well
walls, pressure deck, bulkheads, and gear support structure.
(e) Main gear wheel well structure including pressure deck
and landing gear beam support structure.
(f) Floor beams and support posts in the control cab and
passenger cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and
the main gear wheel well aft bulkhead including splices.
(i) Wing front and rear spar support bulkheads, and vertical
and horizontal stabilizer front and rear spar support bulkheads
including terminal fittings but excluding all system components and
related installation and connecting devices, insulation, lining,
decorative panels and related installation and connecting devices.
(j) Support structure in the body for the stabilizer pivot
and stabilizer screw.
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
(b) Front, rear and auxiliary spar chords, webs and
stiffeners and attachment fittings.
<PAGE>
(c) Inspar ribs.
(d) Rudder hinges and supporting ribs, excluding bearings.
(e) Support structure in the vertical stabilizer for rudder
hinges, reaction links and actuators.
(f) Rudder internal, fixed attachment and actuator support
structure.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spar chords, webs and stiffeners.
(c) Inspar ribs.
(d) Stabilizer center section including hinge and screw
support structure.
(e) Support structure in the horizontal stabilizer for the
elevator hinges, reaction links and actuators.
(f) Elevator internal, fixed attachment and actuator support
structure.
5. Engine Strut.
(a) Strut external surface skin and doublers and stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to strut
structure and including the engine-mounted support fittings.
<PAGE>
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Upper and lower side struts, including spindles,
universals and reaction links.
(d) Drag strut.
(e) Bell crank.
(f) Orifice support tube.
(g) Trunnion link.
(h) Downlock links including spindles and universals.
(i) Torsion links.
(j) Actuator beam, support link and beam arm.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collars.
(f) Torsion links.
NOTE: The Service Life Policy does not cover any bearings,
bolts, bushings, clamps, brackets, actuating mechanisms or latching
mechanisms used in or on the Covered Components.
<PAGE>
PART D
BOEING INDEMNITY AGAINST PATENT INFRINGEMENT
1. Indemnity.
Subject to the provisions of this Part D, Boeing will
indemnify and hold harmless Buyer from and against all claims,
suits, actions, liabilities, damages and costs arising out of
actual or alleged infringement, by any Aircraft or any system,
accessory, equipment or part (item) installed thereon at the time
of Aircraft delivery, of any patent issued under the laws of any
country in which Buyer lawfully operates the Aircraft (Country).
2. Exceptions.
2.1 This indemnity will not apply unless, from the time of
design of the allegedly infringing Aircraft or item until the
resolution of the infringement claim, the Country and flag country
of the Aircraft: (i) are fully bound by the Chicago Convention on
International Civil Aviation of December 7, 1944, and are fully
entitled to all benefits of Article 27 thereof, or (ii) have been
parties to the International Convention for the Protection of
Industrial Property (Paris Convention).
2.2 This indemnity will not apply to Buyer Furnished
Equipment, Engines, any system, accessory, equipment or part that
was not manufactured to Boeing's detailed design, or to any system,
accessory, equipment or part manufactured to Boeing's detailed
design without Boeing's authorization.
3. Conditions and Limitations.
Buyer's remedy and Boeing's obligations hereunder are subject
to the following:
3.1 Buyer must give Boeing written notice within 10 days
after Buyer receives notice of a suit or action against Buyer
alleging infringement or within 20 days after Buyer receives a
written claim of infringement.
<PAGE>
3.2 Following receipt of such notice Boeing may conduct
negotiations with any party claiming infringement and may intervene
in any suit or action. Whether or not Boeing intervenes, Boeing
will be entitled at any stage of the proceedings to assume or
control the defense.
3.3 Buyer will (i) promptly furnish to Boeing all data,
records and assistance within Buyer's control which are material to
any such claim, suit or action and (ii) (except as to amounts
mandated by a judgment) obtain Boeing's prior approval to pay or
assume any liabilities, damages, royalties or costs.
3.4 Boeing's obligations and Buyer's remedies herein exclude
Buyer's incidental or consequential damages and liabilities, costs,
loss of revenue or loss of profit resulting from loss of use, but
include, at Boeing's option, replacing the infringing item or
otherwise curing any infringement on account of which use of the
Aircraft by Buyer is prevented.
3.5 Boeing's obligations and Buyer's remedies herein are
exclusive and in substitution for, and Buyer hereby waives,
releases and renounces, all other indemnities, obligations and
liabilities of Boeing and any assignee of Boeing, and all other
rights, remedies and claims, including claims for damages, direct,
incidental or consequential, of Buyer against Boeing or any
assignee of Boeing, express or implied, arising by law or
otherwise, with respect to any actual or alleged patent
infringement or the like by any Aircraft or any item installed
therein.
<PAGE>
PART D-1
BOEING INDEMNITY AGAINST COPYRIGHT INFRINGEMENT
1. Indemnity.
Subject to the following, Boeing will indemnify Buyer with
respect to claims, suits, damages and costs arising out of
copyright infringement by any computer software included with the
Aircraft when the Aircraft is first delivered by Boeing (Aircraft
Software).
2. Exceptions, Limitations and Conditions.
2.1 Boeing will have no obligation to indemnify Buyer
relative to Buyer Furnished Equipment, engines, software not
manufactured to Boeing's detailed design, or software manufactured
to Boeing's detailed design without Boeing's written authorization.
2.2 Boeing's obligation to indemnify Buyer is limited to
infringements (a) in countries where Buyer lawfully operates the
Aircraft (Countries) and (b) where, from the time of creation of
the allegedly infringing software until the resolution of the
infringement claim, the Countries and flag country of the Aircraft
are members of The Berne Union and recognize computer software as
a "work" under The Berne Convention.
2.3 Boeing will have no obligation or liability for loss of
use, revenue or profit, or for any other incidental or
consequential damages.
2.4 Boeing may, at its option, replace any infringing or
allegedly infringing Aircraft Software (or item containing Aircraft
Software) with a noninfringing equivalent.
2.5 Buyer must inform Boeing in writing (a) within 10 days
after Buyer receives notice of a suit or other formal action
against Buyer alleging copyright infringement involving Aircraft
Software and (b) within 30 days after Buyer receives any allegation
or claim in the nature of copyright infringement involving Aircraft
Software.
2.6 Boeing may negotiate with any party claiming infringement
and may intervene or assume control of the defense at any stage in
any infringement suit or action.
<PAGE>
2.7 Buyer will promptly furnish to Boeing all data, records
and assistance within Buyer's possession or control which may be
material to any copyright infringement claim, suit or action
relating to Aircraft Software.
2.8 Other than as required by a final judgment entered by a
court of competent jurisdiction, Buyer will not make any payment or
commitment to pay, assume any obligation, or make any material
concession relative to any copyright infringement for which Boeing
may otherwise be obligated.
2.9 The obligations of Boeing and remedies of Buyer set forth
in this Part are exclusive and in substitution for, and Buyer
hereby waives, releases and renounces, all other indemnities,
obligations, and liabilities of Boeing and all other rights, claims
and remedies of Buyer against Boeing, express or implied, arising
by law or otherwise, with respect to any actual or alleged
copyright infringement or the like by any Aircraft or any item
included in any Aircraft.
<PAGE>
PART E
SUPPLIER WARRANTIES AND PATENT INDEMNITIES
1. Supplier Warranties and Supplier Patent Indemnities.
Boeing will use diligent efforts to obtain adequate warranties
and indemnities against patent infringement enforceable by Buyer
from manufacturers (Suppliers) of systems, accessories, equipment
or parts installed on the Aircraft at the time of delivery that
were selected and purchased by Boeing, but not manufactured to
Boeing's detailed design. Boeing will furnish copies of such
warranties and patent indemnities to Buyer prior to delivery of the
first Aircraft.
2. Boeing Assistance in Administration of Supplier Warranties.
Buyer will be responsible for submitting warranty claims
directly to Suppliers; however, if Buyer experiences problems
enforcing any Supplier warranty obtained by Boeing for Buyer,
Boeing will conduct an investigation of such problems and assist
Buyer in the resolution of such claims.
3. Boeing Support in Event of Supplier Default.
3.1 If any Supplier defaults in the performance of a material
obligation under a design, material or workmanship warranty
obtained by Boeing for Buyer, and Buyer provides evidence to Boeing
that such default has occurred, then the equivalent warranty and
related provisions set forth in this Product Assurance Document
will apply to the claimed defect.
3.2 At Boeing's request, Buyer will assign to Boeing, and
Boeing will be subrogated to, Buyer's rights against the
manufacturer providing such Supplier warranty.
<PAGE>
PART F
ENGINE MANUFACTURER'S WARRANTY
AND PRODUCT SUPPORT PLAN
Boeing has obtained from CFM International, Inc. (CFMI) the
right to extend to Buyer the provisions of CFMI's warranty as set
forth below (herein referred to as the "Warranty"); subject,
however, to Buyer's acceptance of the conditions set forth herein.
Accordingly, Boeing hereby extends to Buyer and Buyer hereby
accepts the provisions of CFMI's Warranty as hereinafter set forth,
and such Warranty shall apply to all CFM56-7 type Engines
(including all Modules and Parts thereof) installed in the Aircraft
at the time of delivery or purchased from Boeing by Buyer for
support of the Aircraft except that, if Buyer and CFMI or CFM
International, S.A. have executed, or hereafter execute, a General
Terms Agreement, then the terms of that Agreement shall be
substituted for and supersede the provisions of Paragraphs 1
through 10 below and Paragraphs 1 through 10 below shall be of no
force or effect and neither Boeing nor CFMI shall have any
obligation arising therefrom. In consideration for Boeing's
extension of the CFMI Warranty to Buyer, Buyer hereby releases and
discharges Boeing from any and all claims, obligations and
liabilities whatsoever arising out of the purchase or use of such
CFM56-7 type Engines and Buyer hereby waives, releases and
renounces all its rights in all such claims, obligations and
liabilities. In addition, Buyer hereby releases and discharges
CFMI from any and all claims, obligations and liabilities
whatsoever arising out of the purchase or use of such CFM56-7 type
Engines except as otherwise expressly assumed by CFMI or CFM
International, S.A. in such CFMI Warranty or General Terms
Agreement between Buyer and CFMI or CFM International, S.A. and
Buyer hereby waives, releases and renounces all its rights in all
such claims, obligations and liabilities.
<PAGE>
CFMI INTERNATIONAL INC. WARRANTY
1. Title.
CFM International, Inc. (CFMI) warrants that at the date of
delivery, CFMI has legal title to and good and lawful right to sell
its CFM56-7 type Engine and Products and furthermore warrants that
such title is free and clear of all claims, liens and encumbrances
of any nature whatsoever.
2. Patents.
a. CFMI shall handle all claims and defend any suit or
proceeding brought against Buyer insofar as based on a claim that
any product or part furnished under this Agreement constitutes an
infringement of any patent of the United States, and shall pay all
damages and costs awarded therein against Buyer. This paragraph
shall not apply to any product or any part manufactured to Buyer's
design or to the aircraft manufacturer's design. As to such
product or part, CFMI assumes no liability for patent infringement.
b. CFMI's liability hereunder is conditioned upon Buyer
promptly notifying CFMI in writing and giving CFMI authority,
information and assistance (at CFMI's expense) for the defense of
any suit. In case said equipment or part is held in such suit to
constitute infringement and the use of said equipment or part is
enjoined, CFMI shall expeditiously, at its own expense and at its
option, either (i) procure for Buyer the rights to continue using
said product or part; (ii) replace the same with a satisfactory and
noninfringing product or part; or (iii) modify the same so it
becomes satisfactory and noninfringing. The foregoing shall
constitute the sole remedy of Buyer and the sole liability of CFMI
for patent infringement.
c. The above provisions also apply to products which are the
same as those covered by this Agreement and are delivered to Buyer
as part of the installed equipment on CFM56-7 powered Aircraft.
3. Initial Warranty.
CFMI warrants that CFM56-7 Engine products will conform to
CFMI's applicable specifications and will be free from defects in
material and workmanship prior to Buyer's initial use of such
products.
<PAGE>
4. Warranty Pass-On.
a. If requested by Buyer and agreed to by CFMI in writing,
CFMI will extend warranty support for Engines sold by Buyer to
commercial airline operators, or to other aircraft operators. Such
warranty support will be limited to the New Engine Warranty, New
Parts Warranty, Ultimate Life Warranty and Campaign Change Warranty
and will require such operator(s) to agree in writing to be bound
by and comply with all the terms and conditions, including the
limitations, applicable to such warranties.
b. Any warranties set forth herein shall not be transferable
to a third party, merging company or an acquiring entity of Buyer.
c. In the event Buyer is merged with, or acquired by,
another aircraft operator which has a general terms agreement with
CFMI, the Warranties as set forth herein shall apply to the
Engines, Modules, and Parts.
5. New Engine Warranty.
a. CFMI warrants each new Engine and Module against Failure
for the initial 3000 Flight Hours as follows:
(i) Parts Credit Allowance will be granted for any
Failed Parts.
(ii) Labor Allowance for disassembly, reassembly, test
and Parts repair of any new Engine Part will be granted for
replacement of Failed Parts.
(iii) Such Parts Credit Allowance, test and Labor
Allowance will be: 100% from new to 2500 Flight Hours and
decreasing pro rata from 100% at 2500 Flight Hours to zero percent
at 3000 Flight Hours.
b. As an alternative to the above allowances, CFMI shall,
upon request of Buyer:
(i) Arrange to have the failed Engines and Modules
repaired, as appropriate, at a facility designated by CFMI at no
charge to Buyer for the first 2500 Flight Hours and at a charge to
Buyer increasing pro rata from zero percent of CFMI's repair cost
at 2500 Flight Hours to 100% of such CFMI repair costs at 3000
Flight Hours.
<PAGE>
(ii) Transportation to and from the designated facility
shall be at Buyer's expense.
6. New Parts Warranty.
In addition to the warranty granted for new Engines and new
Modules, CFMI warrants Engine and Module Parts as follows:
a. During the first 1000 Flight Hours for such Parts and
Expendable Parts, CFMI will grant 100% Parts Credit Allowance or
Labor Allowance for repair labor for failed Parts.
b. CFMI will grant a pro rata Parts Credit Allowance for
Scrapped Parts decreasing from 100% at 1000 Flight Hours Part Time
to zero percent at the applicable hours designated in Table 1.
7. Ultimate Life Warranty.
a. CFMI warrants Ultimate Life limits on the following
Parts:
(i) Fan and Compressor Disks/Drums
(ii) Fan and Compressor Shafts
(iii) Compressor Discharge Pressure Seal (CDP)
(iv) Turbine Disks
(v) HPT Forward and Stub Shaft
(vi) LPT Driving Cone
(vii) LPT Shaft and Stub Shaft
b. CFMI will grant a pro rata Parts Credit Allowance
decreasing from 100% when new to zero percent at 25,000 Flight
Hours or 15,000 Flight Cycles, whichever comes earlier. Credit
will be granted only when such Parts are permanently removed from
service by a CFMI or a U.S. and/or French Government imposed
Ultimate Life limitation of less than 25,000 Flight Hours or 15,000
Flight Cycles.
8. Campaign Change Warranty.
a. A campaign change will be declared by CFMI when a new
Part design introduction, Part modification, Part Inspection, or
premature replacement of an Engine or Module is required by a
mandatory time compliance CFMI Service Bulletin or FAA
Airworthiness Directive. Campaign change
<PAGE>
may also be declared for CFMI Service Bulletins requesting new
Part introduction no later than the next Engine or Module shop
visit. CFMI will grant following Parts Credit Allowances:
Engines and Modules
(i) 100% for Parts in inventory or removed from service
when new or with 2500 Flight Hours or less total Part Time.
(ii) 50% for Parts in inventory or removed from service
with over 2500 Flight Hours since new, regardless of warranty
status.
b. Labor Allowance - CFMI will grant 100% Labor Allowance
for disassembly, reassembly, modification, testing, or Inspection
of CFMI supplied Engines, Modules, or Parts therefor when such
action is required to comply with a mandatory time compliance CFMI
Service Bulletin or FAA Airworthiness Directive. A Labor Allowance
will be granted by CFMI for other CFMI issued Service Bulletins if
so specified in such Service Bulletins.
c. Life Controlled Rotating Parts retired by Ultimate Life
limits including FAA and/or DGAC Airworthiness Directive, are
excluded from Campaign Change Warranty.
9. Limitations.
THE PROVISIONS SET FORTH HEREIN ARE EXCLUSIVE AND ARE IN LIEU
OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL OR IMPLIED. THERE
ARE NO IMPLIED WARRANTIES OF FITNESS OR MERCHANTABILITY. SAID
PROVISIONS SET FORTH THE MAXIMUM LIABILITY OF CFMI WITH RESPECT TO
CLAIMS OF ANY KIND, INCLUDING NEGLIGENCE, ARISING OUT OF
MANUFACTURE, SALE, POSSESSION, USE OR HANDLING OF THE PRODUCTS OR
PARTS THEREOF OR THEREFOR, AND IN NO EVENT SHALL CFMI'S LIABILITY
TO BUYER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO
BUYER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.
10. Indemnity and Contribution.
A. IN THE EVENT BUYER ASSERTS A CLAIM AGAINST A THIRD PARTY
FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS,
PARAGRAPH 9. ABOVE, BUYER SHALL INDEMNIFY AND HOLD CFM HARMLESS
FROM AND AGAINST ANY CLAIM BY OR LIABILITY TO SUCH THIRD PARTY FOR
CONTRIBUTION OR INDEMNITY, INCLUDING COSTS AND EXPENSES (INCLUDING
ATTORNEYS' FEES) INCIDENT
<PAGE>
THERETO OR INCIDENT TO ESTABLISHING SUCCESSFULLY THE RIGHT TO
INDEMNIFICATION UNDER THIS PROVISION. THIS INDEMNITY SHALL APPLY
WHETHER OR NOT SUCH DAMAGES WERE OCCASIONED IN WHOLE OR IN PART
BY THE FAULT OR NEGLIGENCE OF CFMI, WHETHER ACTIVE, PASSIVE OR IMPUTED.
B. BUYER SHALL INDEMNIFY AND HOLD CFM HARMLESS FROM ANY
DAMAGE, LOSS, CLAIM, AND LIABILITY OF ANY KIND (INCLUDING EXPENSES
OF LITIGATION AND ATTORNEYS' FEES) FOR PHYSICAL INJURY TO OR DEATH
OF ANY PERSON, OR FOR PROPERTY DAMAGE OF ANY TYPE, ARISING OUT OF
THE ALLEGED DEFECTIVE NATURE OF ANY PRODUCT OR SERVICE FURNISHED
UNDER THIS AGREEMENT, TO THE EXTENT THAT THE PAYMENTS MADE OR
REQUIRED TO BE MADE BY CFMI EXCEED ITS ALLOCATED SHARE OF THE TOTAL
FAULT OR LEGAL RESPONSIBILITY OF ALL PERSONS ALLEGED TO HAVE CAUSED
SUCH DAMAGE, LOSS, CLAIM, OR LIABILITY BECAUSE OF A LIMITATION OF
LIABILITY ASSERTED BY BUYER OR BECAUSE BUYER DID NOT APPEAR IN AN
ACTION BROUGHT AGAINST CFM. BUYER'S OBLIGATION TO INDEMNIFY CFMI
HEREUNDER SHALL BE APPLICABLE AT SUCH TIME AS CFMI IS REQUIRED TO
MAKE PAYMENT PURSUANT TO A FINAL JUDGEMENT IN AN ACTION OR
PROCEEDING IN WHICH CFM WAS A PARTY, PERSONALLY APPEARED, AND HAD
THE OPPORTUNITY TO DEFEND ITSELF. THIS INDEMNITY SHALL APPLY
WHETHER OR NOT BUYER'S LIABILITY IS OTHERWISE LIMITED.
<PAGE>
TABLE 1
737-600/-700/-800
CFM56 WARRANTY PARTS LIST
FLIGHT HOURS
2000 3000 4000 6000 8000 12000
Fan Rotor/Booster
Blades X
Disk, Drum X
Spinner X
Fan Frame
Casing X
Hub & Struts X
Fairings X
Splitter (Mid Ring) X
Vanes X
Engine Mount X
No. 1 & No. 2 Bearing Support
Bearings X
Shaft X
Support (Case) X
Inlet Gearbox & No. 3 Bearing
Bearings X
Gear X
Case X
Compressor Rotor
Blades X
Disk & Drums X
Shaft X
Compressor Stator
Casing X
Shrouds X
Vanes X
Variable Stator
Actuating Rings X
Combustor Diffuser Nozzle (CDN)
Casings X
Combustor Liners X
Fuel Atomizer X
HPT Nozzle X
HPT Nozzle Support X
HPT Shroud X
<PAGE>
TABLE 1
737-600/-700/-800
CFM56 WARRANTY PARTS LIST
(continued)
FLIGHT HOURS
2000 3000 4000 6000 8000 12000
HPT Rotor
Blades X
Disks X
Shafts X
Retaining Ring X
LP Turbine
Casing X
Vane Assemblies X
Interstage Seals X
Shrouds X
Disks X
Shaft X
Bearings X
Blades X
Turbine Frame
Casing & Struts X
Hub X
Sump X
Accessory & Transfer Gearboxes
Case X
Shafts X
Gears X
Bearings X
Air-Oil Seals X
Controls & Accessories
Engine X
Condition Monitoring Equipment X
<PAGE>
PART G
BOEING INTERFACE COMMITMENT
1. Interface Problems.
If Buyer experiences technical problems in the operation of an
Aircraft or its systems, the cause of which is not readily
identifiable by Buyer but which Buyer believes to be attributable
to the design characteristics of the Aircraft or its systems
(Interface Problem), Boeing will, without additional charge to
Buyer, promptly conduct an investigation and analysis to determine
the cause or causes of the Interface Problem and to recommend such
corrective action as may be feasible. Buyer will furnish to Boeing
all data and information in Buyer's possession relevant to the
Interface Problem, and will cooperate with Boeing in the conduct of
investigations and tests. Boeing will promptly advise Buyer at the
conclusion of its investigation of Boeing's opinion as to the
causes of the Interface Problem and Boeing's recommendation as to
corrective action.
2. Boeing Responsibility.
If Boeing determines that the Interface Problem is primarily
attributable to the design of any item manufactured to Boeing's
detailed design, Boeing will correct the design of such item to the
extent of any then-existing obligations of Boeing under the
provisions of the applicable Boeing Warranty or Boeing Service Life
Policy.
3. Manufacturer Responsibility.
If Boeing determines that the Interface Problem is primarily
attributable to the design of an item not manufactured to Boeing's
detailed design, Boeing will assist Buyer in processing a warranty
claim against the manufacturer of such item.
4. Joint Responsibility.
If Boeing determines that the Interface Problem is partially
attributable to the design of an item manufactured to Boeing's
detailed design and partially to the design of an item not
manufactured to Boeing's detailed design, Boeing will seek a
solution to the Interface Problem through the
<PAGE>
cooperative efforts of Boeing and the manufacturer of the other
item and will promptly advise Buyer of resulting corrective actions
and recommendations.
5. General.
Buyer will, if requested by Boeing, assign to Boeing any of
Buyer's rights against any manufacturer as Boeing may require to
fulfill its obligations hereunder.
6. Disclaimer and Release; Exclusion of Liabilities.
This Part G and the rights and remedies of Buyer and the
obligations of Boeing herein are subject to the Disclaimer And
Release and Exclusion of Consequential and Other Damages provisions
of Article 12 of this Agreement.
<PAGE>
PART H
GENERAL
1. Duplicate Product Assurance Remedies.
Boeing will not provide or be requested to provide multiple
remedies for any claim made pursuant to the provisions of this
Product Assurance Document.
2. Notices.
References to "Boeing" in connection with notices or
communications throughout this Product Assurance Document mean
Boeing's Product Assurance Regional Manager at Renton, Washington.
<PAGE>
CATEGORY 1 - NEW CUSTOMER
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit C-1 to Purchase Agreement Number 1830
<PAGE>
CUSTOMER SUPPORT DOCUMENT NO. 1830
Dated June 27, 1995
Relating to
BOEING MODEL 737-600/-700/-800 AIRCRAFT
This Customer Support Document is Exhibit C-1 to and forms a
part of Purchase Agreement No. 1830 between The Boeing Company
(Boeing) and International Lease Finance Corporation (Buyer)
relating to the purchase of Boeing Model 737-600/-700/-800
aircraft. This Customer Support Document consists of the following
parts:
PART A Boeing Maintenance Training Program
PART B Boeing Customer Support Services
PART C Boeing Flight Training Program
PART D Technical Data and Documents
PART E Buyer's Indemnification of Boeing and Insurance
PART F Alleviation or Cessation of Performance
<PAGE>
PART A
BOEING MAINTENANCE TRAINING PROGRAM
1. General.
This Part describes the maintenance training to be provided by
Boeing (Maintenance Training) at Boeing's training facility at or
near Seattle. The Maintenance Training will be provided at no
additional charge to Buyer, except as otherwise provided herein.
If any part of the Maintenance Training is not used by Buyer prior
to delivery of the first Aircraft, Boeing will not be obligated to
provide such Maintenance Training at a later date, unless the
parties have otherwise agreed in writing.
All instruction, examinations and materials shall be prepared and
presented in the English language and in the units of measure used
by Boeing. Buyer will provide interpreters if required for Buyer's
personnel.
Buyer will be responsible for the living expenses of Buyer's
personnel during Maintenance Training. For Maintenance Training
provided at or near Seattle, Boeing will transport Buyer's
personnel between their local lodging and the training facility.
2. Maintenance Training Planning Conference.
No later than 12 months prior to delivery of Buyer's first
Aircraft, Boeing and Buyer will conduct a planning conference in
order to schedule and discuss the Maintenance Training.
3. Maintenance Training Program.
The Maintenance Training Program will (i) consist of classroom
presentations supported by training materials and aids and (ii), if
practicable, include an escorted tour of aircraft production areas
and/or flight lines. The Maintenance Training will include the
following courses:
<PAGE>
3.1 General Familiarization Course.
This course provides general systems information for
Buyer's upper management personnel; it does not address the
maintenance of the Aircraft and its systems in the detail required
by maintenance personnel.
One class; up to 24 students.
3.2 Mechanical/Power Plant Systems Course.
This course provides mechanical instruction on the
maintenance of the Aircraft and its systems, including engine
systems. Electrical instruction, where necessary, will be provided
in order to clarify mechanical system operation.
Two classes; up to 15 students per class.
3.3 Electrical Systems Course.
This course provides electrical instruction on the
maintenance of the Aircraft and its systems, including engine
systems. Mechanical instruction, where necessary, will be provided
in order to clarify electrical system operation.
Two classes; up to 15 students per class.
3.4 Avionics Systems Course.
This course provides instruction on the maintenance of
the Aircraft automatic flight control systems, communications and
navigation systems. It is oriented to those personnel who
specialize in trouble analysis and line maintenance on avionics
systems.
Two classes; up to 15 students per class.
3.5 Corrosion Prevention and Control Course.
This course provides instruction on aircraft corrosion
prevention and control.
One class; up to 10 students.
<PAGE>
3.6 Aircraft Rigging Course.
This course provides instruction on aircraft rigging to
provide Buyer's specialist personnel with the necessary information
to rig all flight control surfaces, landing gear components,
aircraft doors and engines.
One class; up to 6 students at a mutually acceptable alternate
facility. The conditions set forth in paragraph 5 below will be
applicable with respect to Boeing providing such course.
3.7 Advanced Composite Repair Course.
This course provides instruction for Buyer's structural
repair personnel and promotes understanding of the design
philosophy, inspection and repair of advanced composite components.
One class; up to 6 students.
4. Post-Delivery Practical Observation.
If requested by Buyer prior to the conclusion of the
Maintenance Training Planning Conference, Boeing will coordinate
the assignment of up to 8 of Buyer's maintenance personnel to
observe the routine maintenance practices Boeing performs on the
Aircraft during Buyer's flight training in the Seattle area.
5. Training at a Facility Other Than Boeing's.
If requested prior to the conclusion of the Maintenance
Training Planning Conference, Boeing will conduct the classroom
training described above (except for the Advanced Composite Repair
Course) at a mutually acceptable alternate training site, subject
to the following conditions:
5.1 Buyer will be responsible for providing acceptable
classroom space and training equipment required to present the
Boeing courseware.
5.2 Buyer will pay Boeing's then-current per diem charge for
each Boeing instructor for each day, or fraction thereof, such
instructor is away from Seattle, including travel time.
<PAGE>
5.3 Buyer will reimburse Boeing for round-trip transportation
for Boeing's instructors and training materials between Seattle and
such alternate training site.
5.4 Buyer will pay, or reimburse Boeing for, all taxes, fees,
duties, licenses, permits and similar expenses incurred by Boeing
or its employees as a result of Boeing's providing the training at
such alternate site.
5.5 Those portions of the training that require the use of
Boeing's training devices shall be conducted at Boeing-designated
facilities.
6. Supplier Training.
The Maintenance Training includes sufficient information on
the location, operation and servicing of Aircraft equipment,
accessories and parts provided by suppliers to support line
maintenance functions.
If Buyer requires additional maintenance training with respect to
any supplier-provided equipment, accessories or parts, Buyer will
schedule such training directly with the supplier. If Buyer
experiences difficulty in scheduling such training, Boeing will, if
requested, assist Buyer in coordinating and scheduling such
training.
7. Student Training Material.
No revision service will be provided for the material provided
hereunder.
7.1 Manuals.
Boeing will provide at the beginning of each Maintenance
Training course one copy of a training manual or equivalent for
each student attending such course.
7.2 Panel Description/Component Locator/Field Trip Checklist
Manual.
Boeing will provide 1 copy of a Panel
Description/Component Locator/Field Trip Checklist Manual for each
student in the applicable Maintenance Training course.
8. Other Training Material.
Boeing will provide to Buyer 1 set of the following training
materials, as used in the General Familiarization
<PAGE>
and Aircraft systems courses. Revision service will not be provided.
8.1 Visual Aids.
8.1.1 8-1/2 x 11-inch blackline projection
transparencies.
8.1.2 Full-scale instrument panel wall charts in the
form of black and white copies and mylar reproducible copies.
8.1.3 Training slides.
8.2 Reproducible Masters.
8-1/2 x 11-inch prints suitable for black and white
reproduction of all graphics and applicable text.
8.3 Video Programs.
Video programs on 3/4-inch U-matic or 1/2-inch VHS
cassette formats in NTSC, PAL or SECAM standards, as selected by
Buyer.
8.4 Computer-Based Training (CBT) Courseware.
CBT courseware, and instructions for courseware
installation and operation. This courseware will reflect the major
configuration of the first Aircraft as delivered to Buyer.
8.5 Shipment of Materials.
The training materials described above will be shipped to
Buyer 30 days after completion of the first class of each
applicable Maintenance Training course.
8.6 Training Material - Aircraft Configuration.
The visual aids and reproducible masters described above
(except training slides and CBT for 737-600, -700, -800) will, at
the conclusion of the shipments thereof, reflect the configuration
of the first Aircraft as delivered to Buyer.
<PAGE>
9. Course Completion Records.
At the completion of the Maintenance Training, Boeing will
provide Buyer with course completion records consisting of the
following:
9.1 Master copies of all examinations given.
9.2 Attendance and examination records for each student.
9.3 Certificate of Completion for each course each student
successfully completes.
<PAGE>
PART B
BOEING CUSTOMER SUPPORT SERVICES
1. General.
This Part describes the support services to be provided by
Boeing at no additional charge to Buyer, unless otherwise specified
herein. Except with respect to Field Services the services
described in this Part will be provided by Boeing during a period
commencing with delivery of the first Aircraft and continuing so
long as one Aircraft is regularly operated by Buyer in commercial
air transport service.
2. Field Service Engineering.
Boeing will furnish field service representation to advise
Buyer on maintenance and operation of the Aircraft (Field Services)
as follows:
2.1 Field Services will be available to Buyer at or near
Buyer's main maintenance or engineering facility for periods
beginning prior to delivery of each Aircraft and terminating 12
months after delivery of each such Aircraft (Field Service
Periods). If such Field Service Periods overlap, the Field
Services will be provided concurrently.
2.2 Buyer will furnish at no charge to Boeing suitable office
space and equipment that will include desks, chairs, file cabinets
and an electrical power source in, or convenient to, Buyer's
facility where Boeing is providing Field Services. As required,
Buyer will assist each representative providing Field Services with
visas, work permits, customs, mail handling, identification passes,
and local airport authorities.
2.3 In addition to the Field Services referred to above, the
services of any Boeing field service representative will also be
available to Buyer anywhere Buyer may land the Aircraft.
2.4 Boeing may, from time to time, provide additional support
services in the form of Boeing personnel visiting Buyer's
facilities to work with Buyer's personnel in an advisory capacity.
<PAGE>
3. Additional Engineering Support Services.
Boeing will, if requested by Buyer in writing, provide
technical advisory assistance with respect to the Aircraft and
accessories, equipment and parts manufactured to Boeing's detailed
design and installed in the Aircraft at the time of delivery. Such
technical advisory assistance, which will be provided from Seattle,
will include:
3.1 analysis of and comment on any Aircraft service or
operational problem experienced by Buyer, in order to determine the
nature of the problem and its cause and to suggest possible
solutions;
3.2 analysis of and comment on Buyer's engineering releases
relating to structural repairs of the Aircraft not covered by
Boeing's Structural Repair Manual; and
3.3 analysis of and comment on Buyer's engineering proposals
for changes in, or replacement of, parts, accessories or equipment
manufactured to Boeing's detailed design (excluding computer
software embedded or included therein); provided that Boeing will
not analyze or comment on any such change or replacement which
constitutes a major structural change, or on any engineering
release related thereto, unless Buyer's request for such analysis
and comment is accompanied by complete detailed drawings,
substantiating data (including data, if any, required by applicable
government agencies), all stress or other appropriate analysis, and
a specific statement from Buyer of the kind of review and response
desired by Buyer.
4. Special Services.
4.1 Facilities, Ground Equipment and Maintenance Planning
Assistance.
Boeing will, at Buyer's request, send qualified Boeing
engineering representatives to Buyer's main base to evaluate
Buyer's technical facilities, tools and equipment for servicing and
maintaining the Aircraft, to recommend changes where necessary and
to assist in the formulation of Buyer's overall maintenance plan.
4.2 Additional Services.
Boeing may, at Buyer's request, provide additional
special services with respect to the Aircraft after delivery, which
may include such items as Master Changes (Kits and/or Data),
training and maintenance and
<PAGE>
repair of the Aircraft. Providing such additional services will
be subject to (i) mutually acceptable price, schedule and scope of
work and (ii) Boeing's then-current standard contract therefor,
including disclaimer and release, exclusion of consequential and
other damages and indemnification and insurance requirements.
4.3 Post-Delivery Aircraft Services.
If Boeing performs unanticipated work on an Aircraft
after delivery of such Aircraft, but prior to its initial departure
flight, or upon its return to Boeing's facilities prior to
completion of such flight, the following provisions will apply:
4.3.1 Title to and risk of loss of any such Aircraft
will at all times remain with Buyer.
4.3.2 The provisions of the Boeing Warranty set forth
in Exhibit B of this Agreement will apply to such work.
4.3.3 Buyer will reimburse Boeing for such work to
the extent that it is not covered by the Boeing Warranty applicable
to the Aircraft.
4.3.4 The disclaimer and Release and Exclusion of
Consequential and Other Damages provisions set forth in Article 12
of this Agreement and the indemnification and insurance provisions
set forth in this Exhibit C-1 will apply to such Boeing work.
4.3.5 In performing such work, Boeing may rely upon
the commitment authority of Buyer's personnel requesting such work.
5. Additional Informational Services.
Boeing may, from time to time, provide Buyer with additional
services in the form of information about the Aircraft or other
aircraft of the same type, including information concerning design,
manufacture, operation, maintenance, modification, repair and
in-service experience.
<PAGE>
PART C
BOEING FLIGHT TRAINING PROGRAM
1. General.
This Part describes the flight training to be provided by
Boeing (Flight Training) at or near Seattle, or at some other
location to be determined pursuant to this Part. The Flight
Training will be provided at no additional charge to Buyer, unless
otherwise specified herein. If any part of the Flight Training is
not used by Buyer within 6 months after delivery of the first
Aircraft, Boeing will not be obligated to provide such Flight
Training at a later date unless the parties have otherwise agreed
in writing.
All instruction, examinations and materials will be prepared and
presented in the English language and in the units of measure used
by Boeing. Buyer will provide interpreters if required for Buyer's
personnel.
Buyer will be responsible for living expenses of Buyer's personnel
during the Flight Training Program. For Flight Training provided
at or near Seattle, Boeing will transport Buyer's personnel between
their local lodging and the training facility.
2. Flight Training Planning Conference.
No later than 12 months prior to delivery of the first
Aircraft, Boeing and Buyer will conduct a planning conference in
order to schedule and discuss the Flight Training.
3. Flight Training Program.
The Flight Training Program will consist of the following
transition training:
3.1 Flight Crew Training Course.
This FAA-approved course is designed to train flight
crews to operate the Aircraft safely and efficiently under both
normal and nonnormal conditions. The course includes systems and
procedures training, flight simulator training and actual flight
training utilizing an Aircraft delivered to Buyer. The flight crew
training may include
<PAGE>
instructor training of an agreed upon number of Buyer's personnel.
[CUSTOMERS ACQUIRING ONE (1) AIRCRAFT:]
Two classes; up to 3 cockpit crews in each class.
[CUSTOMERS ACQUIRING MORE THAN ONE (1) AIRCRAFT:]
Two classes; up to 4 cockpit crews in each class.
3.2 Flight Dispatcher Training Course.
This course provides familiarization training on the
Aircraft's systems, operation, performance capabilities and a brief
description of the Aircraft's limitations, followed by in-depth
coverage of basic performance, flight analysis, performance for
nonstandard operation and flight planning.
[CUSTOMERS ACQUIRING ONE (1) AIRCRAFT:]
One class; up to 6 students.
[CUSTOMERS ACQUIRING MORE THAN ONE (1) AIRCRAFT:]
Two classes; up to 6 students per class.
3.3 Flight Attendant Training Course.
This course provides familiarization training for airline
passenger service personnel. It includes a description of the
Aircraft and its features. Emphasis is placed on the equipment and
furnishings with which the flight attendant is concerned.
Particular attention is given to the attendant's functions related
to communications, lighting and emergency equipment. When
practicable, a field trip to an aircraft is arranged to observe
operation, location and arrangement of equipment.
[CUSTOMERS ACQUIRING ONE (1) AIRCRAFT:]
One class; up to 12 students.
[CUSTOMERS ACQUIRING MORE THAN ONE (1) AIRCRAFT:]
Two classes; up to 12 students per class.
<PAGE>
3.4 Performance Engineer Training Courses.
Three types of courses are offered. A schedule for the
courses is published and mailed to all Boeing aircraft operators
semiannually and an agreed upon number of Buyer's personnel may
attend.
3.4.1 General Performance Engineer Course.
This course provides detailed aircraft performance
information for personnel involved in route planning, performance
analysis and evaluation and engineering flight testing. The course
includes a review of basic high-speed aerodynamics and engine
performance and operation. Students will make calculations to help
them recognize and understand the variables which influence
turbojet aircraft performance.
3.4.2 Model-Specific Performance Engineer Course.
This course relates to a specific model aircraft.
It covers a brief review of basic aerodynamics and basic jet engine
performance, followed by detailed coverage of specific performance
for the aircraft model type. Detailed flight planning, including
emergency conditions, is covered.
3.4.3 Operational Performance Engineer Course.
This course is directed toward personnel who have
completed the performance engineer general and specific courses and
have several years' related experience. The course includes
expanded coverage of aircraft noise, runway loading, and various
operational, safety and economic considerations.
4. Training at a Facility Other Than Boeing's.
If requested prior to the conclusion of the Flight Training
Planning Conference, Boeing will conduct the Flight Crew, Flight
Dispatcher and Flight Attendant training at a mutually acceptable
alternate training site, subject to the following conditions:
4.1 Buyer will be responsible for providing classroom space
acceptable to Boeing, a flight simulator and training equipment
required to present the Boeing courseware.
<PAGE>
4.2 Buyer will pay Boeing's then-current per diem charge for
each Boeing instructor for each day, or fraction thereof, such
instructor is away from Seattle, including travel time.
4.3 Buyer will reimburse Boeing for round-trip transportation
for Boeing's flight training instructors and materials between
Seattle and such alternate site.
4.4 Buyer will pay, or reimburse Boeing for, all taxes, fees,
duties, licenses, permits and similar expenses incurred by Boeing
and its employees as a result of Boeing's providing the training at
such alternate site.
4.5 Those portions of the training that require the use of
Boeing's training devices will be conducted at Boeing-designated
facilities.
5. Student Training Material.
Student training material, in Boeing's then-standard format,
will be provided to Buyer's personnel (1 set per student) as listed
below. No revision service will be provided for the material
provided hereunder.
5.1 Flight Crew Course.
Operations Manual
Quick Reference Handbook
Student Training Manual
Flight Crew Training Manual
Instrument Training Manual - as required
5.2 Flight Dispatcher Course.
Flight Dispatcher Training Manual
5.3 Flight Attendant Course.
Flight Attendant Training Manual/
5.4 Performance Engineer Courses.
Assorted documents, excerpts and handouts.
6. Other Training Materials.
At the conclusion of the Flight Training, Boeing will provide
one set of the following material, as used in the
<PAGE>
Flight Training Program. Revision service will not be provided for
these materials.
6.1 Computer Based Training (CBT).
Boeing will provide a copy of Boeing developed CBT
materials used in the Flight Training Program. This CBT courseware
will reflect major configuration options delivered on Buyer's first
Aircraft. Buyer will require certain equipment and materials in
order to use the CBT Program. Equipment and materials required to
run the CBT Program will be procured by Buyer at Buyer's expense.
The CBT materials provided include the following:
6.1.1 1 copy of lesson files supplied on CD-ROM disc.
6.1.2 1 paper copy of loading and operation
instructions for installing the lessons on an MS-DOS compatible
Personal computer or File Server.
6.1.3 1 copy of the runtime software required to run
the CBT lessons.
6.2 Full-Scale Color Instrument Panel Wall Charts.
6.3 Flight Crew Training Record.
6.4 Examinations Questions.
6.5 Student Training Manual.
6.6 Video programs on 3/4-inch U-matic or 1/2 inch VHS
cassette format in NTSB, PAL or SECAM standards as selected by
Buyer.
6.7 Flight Attendant Manual (50 copies).
6.8 Flight Attendant Training Course (script, slides and
video tapes on 3/4-inch u-matic or 1/2 inch VHS cassette format in
NTBC, PAL or SECAM standards as selected by Buyer).
7. Ferry Assistance.
7.1 Subject to availability and if requested by Buyer, Boeing
will provide flight crew personnel to ferry, or assist in ferrying,
Buyer's first Aircraft to a Buyer-designated base.
<PAGE>
7.2 If requested by Buyer and subject to availability, Boeing
will provide a Boeing navigator and a navigational aid ferry kit
for the ferry flight of Buyer's first Aircraft, subject to the
following:
7.2.1 timely receipt by Boeing of Buyer's purchase
order to cover the payments referred to herein;
7.2.2 acceptance by Buyer of Boeing's then-standard
agreement related to the provision of the navigational aid ferry
kit;
7.2.3 payment by Buyer of Boeing's then-current per
diem charge for the Boeing navigator for each day, or fraction
thereof, such navigator is away from Seattle, including travel
time;
7.2.4 reimbursement of Boeing by Buyer for the cost
of return-trip transportation for such navigator to Seattle;
7.2.5 payment by Buyer, or reimbursement of Boeing
for, all taxes, fees, duties, licenses, permits and similar
expenses incurred by Boeing and its employees hereunder.
7.2.6 Buyer will also comply with the insurance
requirements set forth in Part E of this Exhibit C-1.
<PAGE>
8. Revenue Service Training.
[CUSTOMERS ACQUIRING ONE (1) AIRCRAFT:]
Boeing will provide revenue service training (Revenue Service
Training) for Buyer's flight crews for up to 60 calendar days of
instructor pilot services at a Buyer-designated base. Such Revenue
Service Training will be conducted by the Boeing instructor
pilot(s) on Buyer's Aircraft during revenue service or with
passengers on board. The training period will commence upon
departure of such instructor pilot(s) from Seattle via the ferry
flight referred to above, or via commercial transportation, and
will terminate upon the return of such instructor pilot(s) to
Seattle. Buyer will reimburse Boeing for round-trip or return-trip
transportation, as applicable, for such instructor pilot(s).
[CUSTOMERS ACQUIRING MORE THAN ONE (1) AIRCRAFT:]
Boeing will provide revenue service training (Revenue Service
Training) for Buyer's flight crews for up to 90 calendar days of
instructor pilot services at a base designated by Buyer. Such
training will be conducted by the Boeing instructor pilot(s) on
Buyer's Aircraft during revenue service or with passengers on
board. The training period will commence upon departure of such
instructor pilot(s) from Seattle via the ferry flight referred to
above, or via commercial transportation, and will terminate upon
the return of such instructor pilot(s) to Seattle. Buyer will
reimburse Boeing for round-trip or return-trip transportation, as
applicable, for such instructor pilot(s).
9. Flight Operations Support.
9.1 Approximately 6 months after completion of the Revenue
Service Training, Boeing will, if requested by Buyer, provide at a
Buyer-designated base the services of 1 instructor pilot for a
period of approximately 2 weeks to review Buyer's flight crew
operations, and/or to assist Buyer's instructor personnel in
conducting proficiency checks. Such review or assistance will be
during flight operations on Buyer's Aircraft by the Boeing
instructor pilot and will be limited to observations of Buyer's
cockpit crew. Buyer will reimburse Boeing for round-trip
transportation for such instructor pilot between Seattle and
Buyer's designated base.
9.2 Subject to availability of instructor personnel, Boeing
will, from time to time, provide at a Buyer-designated base 1
instructor pilot for brief periods for the purpose of providing
information regarding current
<PAGE>
operational procedures and flight observations by such instructor
pilot on Buyer's Aircraft when appropriate.
10. Operations Engineering Support.
If requested by Buyer, Boeing will provide operations
engineering support during the ferry flight referred to above.
Thereafter, for so long as any Aircraft is operated by Buyer in
scheduled revenue service, Boeing will provide, from time to time,
operations engineering support in Seattle or at a Buyer-designated
base, as the parties may agree. Such support will include: (i)
assisting Buyer in analyzing and preparing performance data to be
used in the establishment of operating practices and policies for
Buyer's efficient operation of the Aircraft; (ii) assisting Buyer
in interpreting the minimum equipment list, the definition of the
configuration deviation list and the analysis of individual
Aircraft performance through in-service audits; (iii) assisting
Buyer in solving operational problems associated with delivery and
route-proving flights; and (iv) providing information regarding
significant service items relating to Aircraft performance or
flight operations.
11. General Terms and Conditions and Indemnification.
11.1 Boeing flight instructor personnel will not be required
to work in excess of 5 days per week, nor in excess of 8-hours in
any one 24-hour period, of which not more than 5 hours per 8-hour
workday will be spent in actual flying; provided, however, that the
foregoing restrictions will not apply with respect to ferry
assistance or Revenue Service Training services, which will be in
accordance with FAA rules and regulations, unless otherwise agreed
during the Flight Training Planning Conference.
11.2 Buyer will pay or reimburse Boeing for all taxes, fees,
duties, licenses, permits and similar expenses incurred by Boeing
and its employees as a result of Boeing's providing Revenue Service
Training.
11.3 Boeing will provide normal line maintenance services for
any Aircraft delivered to Buyer while such Aircraft is used for a
Flight Crew Training Course at or near Seattle. Buyer will provide
such services if a Flight Crew Training Course is conducted
elsewhere. Normal line maintenance is defined as that standard of
line maintenance that Boeing might reasonably be expected to
furnish to its flight crew training customers at Boeing Field,
Seattle, and will include ground support and Aircraft storage in
the
<PAGE>
open, but will not include provision of spare parts.
Regardless of the location of such training, Buyer will be
responsible for the acquisition and supply of, and the charges for,
all maintenance items (other than those included in normal line
maintenance) required during such training, including, but not
limited to, fuel, oil, landing fees and spare parts. In addition,
if such training is conducted at or near Seattle, and if the
training Aircraft is damaged during such training, except for Major
Damage (as hereinafter defined) Boeing will make all necessary
repairs to the damaged Aircraft. Such repairs will be performed by
Boeing as promptly as possible. Buyer will pay Boeing's reasonable
charge, including the price of parts and materials, for making such
repairs. At Buyer's request Boeing will also repair Major Damage
to such Aircraft, provided Boeing and Buyer enter into an agreement
for additional services as provided for in this Customer Support
Document. Major Damage is defined as damage for which Boeing's
charge for labor is estimated by Boeing to exceed $25,000.
11.4 During the Flight Training contemplated hereunder,
several airports in the states of Washington, Montana and Oregon,
as well as the services of the fixed base operator at Grant County
Airport at Moses Lake, Washington, may be used. Unless otherwise
agreed during the Flight Training Planning Conference, it will be
Buyer's responsibility to make arrangements for the use of such
airports. If Boeing makes such arrangements on behalf of Buyer,
Buyer will be obligated to indemnify and hold harmless the
authorities responsible for the operations of the airports
identified above, the Grant County Airport fixed base operator, and
their agents and employees (other parties) from and against all
liabilities, damages, losses and judgments which may be suffered
by, accrue against, be charged to or recoverable therefrom by
reason of loss of or damage to property or by reason of injury to
or death of any person arising out of or in connection with
operation of a training Aircraft into or from such airports or the
Grant County Airport. Furthermore, Buyer hereby indemnifies and
holds Boeing harmless to the extent that Boeing holds such other
parties harmless. Buyer also hereby indemnifies Boeing for the
costs and expenses (including attorneys' fees) incident thereto or
incident to successfully establishing the right to such
indemnification.
11.5 If Boeing makes arrangements on behalf of Buyer for the
use of airports for flight training hereunder, Boeing will pay on
Buyer's behalf any landing fee charged to Buyer by any airport used
in conjunction with the Flight
<PAGE>
Training provided in the Seattle area. Not later than 30 days prior
to the start of such Flight Training, Buyer will provide to Boeing
an open purchase order against which Boeing will invoice Buyer for
any such landing fee paid by Boeing on Buyer's behalf. Such invoice
will be submitted to Buyer approximately 60 days after completion of
such Flight Training when all landing fee charges have been received
and verified. Payment by Buyer to Boeing will be made within 30 days
of the date of such invoice.
11.6 If requested by Boeing, Buyer will make available to
Boeing a delivered Aircraft for the purpose of familiarizing Boeing
instructor or ferry flight crew personnel with operating special
equipment or systems installed in such Aircraft. If flight of the
Aircraft is required for any Boeing instructor or ferry flight crew
member to maintain such instructor's or flight crew member's FAA
license for flight proficiency or landing currency for aircraft of
the same model type as the Aircraft, Boeing will be responsible for
the cost of fuel, oil, landing fees and spare parts attributable to
that portion of any flight. Buyer's authorization of the use of
its Aircraft pursuant to this paragraph applies only to Boeing
instructors assigned to conduct Flight Training and a reasonable
number of alternate instructors and to members of any flight crew
(including navigator, if needed) who will participate in the ferry
flight of an Aircraft hereunder.
<PAGE>
PART D
TECHNICAL DATA AND DOCUMENTS
1. General.
Boeing will furnish to Buyer the data and documents set forth
herein at no additional charge to Buyer, unless otherwise specified
herein. Such data and documents will, where applicable, be
prepared essentially in accordance with the provisions of Revision
33 to Air Transport Association of America (ATA) Specification
No. 100, dated June 1, 1956, entitled "Specification for
Manufacturers' Technical Data", with the following specific
exceptions: The Illustrated Parts Catalog, will be prepared
essentially in accordance with the provisions of Revision 28. The
Overhaul and Component Maintenance Manuals will be written to the
ATA Revision level established for the airplane model the component
was originally used on. Such data and documents are only intended
to provide Buyer with pertinent information on components,
equipment and installations designed by Boeing for aircraft of the
same model type as the Aircraft. Such data and documents will be
in English and in the units of measure used by Boeing, except as
otherwise specified herein or as may be required to reflect
Aircraft instrumentation.
Digitally-produced data and documents will, where applicable, be
prepared essentially in accordance with the provisions of
Revision 0 of Air Transport Association of America (ATA)
Specification 2100, dated January 1994, entitled "Digital Data
Standards for Aircraft Support."
2. Treatment of Data and Documents.
2.1 The data and documents provided by Boeing under this
Agreement ("Documents") are licensed to Buyer. They contain
confidential, proprietary and/or trade secret information belonging
to Boeing; and Buyer will treat them in confidence and use and
disclose them only for Buyer's own internal purposes as
specifically authorized herein. If Buyer makes copies of any
Documents, the copies will also belong to Boeing and be treated as
Documents under this Agreement. Buyer will preserve all
restrictive legends and proprietary notices on all Documents and
copies.
2.2 All Documents will only be used: (a) for the purpose of
maintenance, repair, or modification of an
<PAGE>
Aircraft or spare part as permitted in the Spare Parts GTA or Customer
Services GTA between Buyer and Boeing, and then only in connection with
an Aircraft or spare part for which the Document in question is
tabulated or identified by Boeing serial number, and (b) for the
purpose of Buyer's own development and manufacture of training
devices for use by Buyer, in connection with the Aircraft.
2.3 Any Document may be provided to Buyer's contractors for
maintenance, repair, or modification of the Aircraft; and Airplane
Flight Manuals, Operations Manuals, Aircraft Maintenance Manuals,
Wiring Diagram Manuals, System Schematics Manuals, Component
Maintenance/Overhaul Manuals and assembly and installation drawings
may be provided to Buyer's contractors for development and
manufacture of training devices for use by Buyer, but in both
cases, only if Buyer's contractor is, at the time of transfer of
Documents, bound by a Boeing Customer Services GTA, or other
appropriate proprietary information protection agreement with
Boeing, applicable to the Documents.
3. Document Formats and Quantities.
The Documents set forth in the Attachment will be provided by
Boeing to Buyer in the quantities and formats specified therein.
Where available, Buyer may select Boeing standard digital format as
the delivery medium or, alternatively, Buyer may select a
reasonable quantity of printed (one-side or two-side) and 16mm
microfilm (diazo or silver halide) formats. When Boeing standard
digital format is selected, Buyer may also select no more than 5
copies of printed and microfilm format copies, with the exception
of the Illustrated Parts Catalog, which will be provided in one
selected format only. The standard digital format used to deliver
data and documents furnished by Boeing is structured essentially in
accordance with the Digital Data Standards portion of ATA
Specification No. 100, revision 28 or later for text and graphics.
The text is delivered in SGML or print file format. The graphics
are delivered in Computer Graphics Metafile (CGM) vector format and
Tagged Image File Format (TIFF) raster format. The following is a
list of exceptions to these formats. The Illustrated Parts Catalog
(IPC) text is delivered in a fixed field format and graphics are
delivered in TIFF. The Wiring Diagram Manual (WDM) and System
Schematics Manual (SSM) can be delivered in ATA compliant formats
(SGML text and CGM graphics) in accordance to a Boeing Document
Type Definition (DTD). Data will be provided on standard magnetic
tape unless otherwise shown in details of Part D.
<PAGE>
4. Data and Documents - Incremental Increase.
Until one year after delivery of the last Aircraft, Buyer may
annually request in writing a reasonable increase in the quantity
of the technical Documents identified in the Attachment with the
exception of microfilm master copies, digital formats, and all
others for which a specified number of copies are provided. Boeing
will provide the additional quantity at no additional charge to
Buyer beginning with the next normal revision cycle. Buyer may
request a decrease in revision quantities at any time.
5. Advance Representative Copies.
All advance representative copies referred to in the
Attachment will be selected by Boeing from available documents and
will be reasonably representative of the Aircraft. Such advance
copies will be for advance planning purposes only and may reflect
another buyer's aircraft configuration which is similar to Buyer's
Aircraft configuration.
6. Customized Documents.
All customized Documents referred to in the Attachment will
reflect the configuration of the Aircraft as delivered by Boeing to
Buyer and any Boeing standard format, instructions or procedures
applicable thereto.
7. Revisions.
7.1 Revision Service.
Boeing will provide revisions to those Documents so
identified in the Attachment, reflecting changes as developed by
Boeing. Such revisions will be provided in the quantities and
formats set forth in the Attachment, and will be provided for so
long as Buyer operates an Aircraft, unless otherwise specified
therein.
7.2 Revisions Based on Boeing Service Bulletin
Incorporation.
If Boeing receives written notice from Buyer that Buyer
intends to incorporate, or has incorporated, any Boeing service
bulletin in the Aircraft, Boeing will at no charge issue revisions
to the Documents so identified in the Attachment, reflecting the
effects of such incorporation into the Aircraft. Such revisions
will be issued in the same format and quantity as the original
publication to
<PAGE>
which the revisions pertain, for the period specified in the Attachment
and, thereafter, in printed form.
8. COMPUTER SOFTWARE DOCUMENTATION FOR BOEING MANUFACTURED
AIRBORNE COMPONENTS AND EQUIPMENT.
Boeing will provide to Buyer a Computer Software Index
containing a listing of (i) all programmed airborne avionics
components and equipment manufactured by Boeing or a Boeing
subsidiary, designed and developed in accordance with Radio
Technical Commission for Aeronautics Document No. RTCA/DO-178 dated
January 1982, No. RTCA/DO-178A dated March 1985, or later as
available, and installed in the Aircraft by Boeing and (ii)
specific software documents (Software Documentation) available to
Buyer from Boeing for the listed components and equipment.
Two copies (printed both sides) of the Computer Software Index will
be furnished to Buyer with the Aircraft. Revisions to the Computer
Software Index applicable to the Aircraft will be issued to Buyer
as such revisions are developed by Boeing for so long as Buyer
operates the Aircraft.
Software Documentation will be provided to Buyer upon Buyer's
written request therefor after delivery of the Aircraft. The
charge to Buyer for Software Documentation shall be Boeing's price
to reproduce the Software Documentation so requested. Software
Documentation will be prepared essentially in accordance with the
provisions of Air Transport Association of America (ATA)
Specification No. 102, entitled "Specification for Computer
Software Manual," as revised April 20, 1983; but Software
Documentation will not include, and Boeing will not be obligated to
provide, any code (including, but not limited to, original source
code, assembled source code, or object code) on computer sensible
media.
9. Supplier Technical Data.
9.1 For supplier-manufactured programmed airborne avionics
components and equipment classified as Seller Furnished Equipment
(SFE) or Seller Purchased Equipment (SPE) which contain computer
software designed and developed in accordance with Radio Technical
Commission for Aeronautics Document No. RTCA/DO-178 dated January
1982, No. RTCA/DO-178A dated March 1985, or later as available,
Boeing will request that each supplier of such components and
equipment make software documentation for such
<PAGE>
components and equipment available to Buyer in manner similar to
that described in paragraph 8 of this Part.
9.2 The provisions of this paragraph will not be applicable
to items of Buyer Furnished Equipment (BFE).
9.3 Boeing will furnish to Buyer Document "Customer Service
and Product Support Agreements for Supplier Designed Equipment."
This document contains the terms and conditions of the product
support agreements between Boeing and its suppliers, covering
suppliers' responsibilities to support Buyer's requirements for
data and services in support of the Aircraft.
10. Buyer Furnished Equipment Data.
Boeing will incorporate Buyer Furnished Equipment Data into
the customized publications and data addressed herein providing
Buyer makes the data available to Boeing 12 months prior to
delivery of Buyer's first Aircraft.
11. Additional Data and Documents.
If Boeing provides data or documents other than Documents
which are not covered by a Boeing Customer Services GTA or other
proprietary information protection agreement between Boeing and
Buyer, all such data and documents will be considered things
delivered under this Agreement and treated as Documents.
12. Technical Data and Documents Shipping Charges.
Boeing pays the reasonable transportation costs of the
Documents. Buyer is responsible for any customs clearance charges,
duties, and value added tax.
13. Buyer's Shipping Address.
The Documents furnished to Buyer hereunder are to be sent to
the address set forth below. Buyer will promptly notify Boeing of
any change to such address:
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Attention: Vice President - Technical
<PAGE>
Attachment to
Part D of Exhibit C-1 to
Purchase Agreement No. 1830
Item Description Quantity
A. FLIGHT OPERATIONS:
1. Airplane Flight Manual
a. Advance Representative Format: _1_ Printed One Side
Copy Revisions: No
Delivery: 90 days after
signing Purchase
Agreement
b. Customized Manual Format: _1_ Printed One Side
Revisions: Yes
Delivery: On-board each
Aircraft
Format: ___ Printed One Side
Revisions: Yes
Delivery: 30-days after
delivery of first
Aircraft
2. Operations Manual and
Quick Reference Handbook
a. Advance Representative Format: ___ Printed Two Sides
Copy Revisions: No
Delivery: 90 days after
signing Purchase
Agreement
b. Customized Manual Format: ___ Printed Two Sides
Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
3. Weight and Balance Manual
a. Chapter 1 "Control"
1. Advance Format: ___ Printed Two Sides
Representative Revisions: No
Copy Delivery: 90 days after
signing Purchase
Agreement
2. Customized Format: ___ Printed Two Sides
Manual Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
<PAGE>
b. Chapter 2 "Aircraft Format: ___ Printed One Side
Reports" Revisions: No
Delivery: On board each
Aircraft
4. Dispatch Deviation Format: ___ Printed Two Sides
Procedures Guide Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
5. Flight Crew Training Manual Format: ___ Printed Two Sides
Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
6. Fault Reporting Manual (FRM)
a. Advance Representative Format: ___ Printed Two Sides
Copy Revisions: No
Delivery: 90 days after
signing Purchase
Agreement
b. Customized Manual Format: ___ Printed Two Sides
Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
7. Performance Engineer's Format: _2_ Printed Two Sides
Manual Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
8. Jet Transport Performance Format: _2_ Printed Two Sides
Methods Revisions: Yes
(Common to other models, Delivery: 90 days prior to
quantity indicates total delivery of first
requested) Aircraft
9. FMC Supplemental Data Format: _2_ Printed Two Sides
Document Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
<PAGE>
10. Operational Performance
Software (OPS)
a. Inflight and Report Format: _1_ 9 Track Magnetic
(INFLT/REPORT) Software Tape in ASCII
Format
_1_ 3.5 Inch
(1.44 MB) IBM
Compatible
Diskette
_1_ 3.5 Inch (1.4MB)
Macintosh
Diskette
Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
b. Airplane Performance Format: _1_ 9 Track Magnetic
Monitoring (APM/HISTRY) Tape in ASCII
Software Format
_1_ 3.5 Inch
(1.44 MB) IBM
Compatible
Diskette
_1_ 5.25 Inch (1.2MB)
IBM Compatible
Diskette
_1_ 3.5 Inch (1.4MB)
Macintosh
Diskette
Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
c. Takeoff Analysis Format: _1_ 9 Track Magnetic
Software Tape in ASCII
Format
_1_ 3.5 Inch
(1.44 MB) IBM
Compatible
Diskette
_1_ 5.25 Inch (1.2MB)
IBM Compatible
Diskette
_1_ 3.5 Inch (1.4MB)
Macintosh
Diskette
Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
<PAGE>
d. Landing Analysis Format: _1_ 9 Track Magnetic
Software Tape in ASCII
Format
_1_ 3.5 Inch
(1.44 MB) IBM
Compatible
Diskette
_1_ 5.25 Inch (1.2MB)
IBM Compatible
Diskette
_1_ 3.5 Inch (1.4MB)
Macintosh
Diskette
Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
11. ETOPS Guide Vol. III Format: ___ Printed Two Sides
(Operational Guidelines Revisions: No
and Methods) Delivery: 90 days after signing
Purchase Agreement
B. MAINTENANCE
1. Aircraft Maintenance Manual
a. Advance Representative Format: __ Printed
Copy (Check One) __ Microfilm, 16mm
duplicate
__ Digital Format
Revisions: No
Delivery: 90 days after
signing Purchase
Agreement
b. Customized Master
Check if required: __ Format: _1_ Microfilm, 16mm
Master
_1_ Digital Format
Check if required: __ Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
<PAGE>
c. Customized Manual Format: ___ Printed Two Sides
___ Printed One Side
___ Microfilm, 16mm
Duplicate
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
2. Wiring Diagram Manual
a. Advance Representative Format: __ Printed
Copy Revisions: No
Delivery: 90 days after
signing Purchase
Agreement
b. Customized Master
Check if required: __ _1_ 35mm Aperture
Cards of all
Wiring Diagrams
and Charts
Check if required: __ _1_ EDP Portion, 16mm
Microfilm Master
Check if required: __ _1_ Entire Manual,
16mm, Microfilm
Master
Check if required: __ _1_ Digital Format
Revisions: Yes, until 90 days
after delivery of
last Aircraft
Delivery: Concurrent with
delivery of first
Aircraft
c. Customized Manual Format: __ Standard Printed
Copies of Entire
Manual
__ Standard Printed
Copies of all
Sections Except
EDP Portion
__ EDP Portion, 16mm
Microfilm
Duplicate
__ Entire Manual,
16mm Microfilm
Duplicate
Revisions: Yes, until 90 days
after delivery of
last Aircraft
Delivery: Concurrent with
delivery of first
Aircraft
<PAGE>
3. System Schematics Manual
a. Advance Representative Format: __ Printed
Copy Revisions: No
Delivery: 90 days after
signing Purchase
Agreement
b. Customized Master
Check if required: __ _1_ 35mm Aperture
Cards of all
Schematics
Check if required: __ _1_ Digital Format
Revisions: Yes, until 90 days
after delivery of
last Aircraft only
Delivery: Concurrent with
delivery of first
Aircraft
c. Customized Manual Format: __ Printed Two Sides
Revisions: Yes, until 90 days
after delivery of
last Aircraft only
__ Microfilm, 16mm
Duplicate
__ Microfilm, 16mm
Master
Delivery: Concurrent with
delivery of first
Aircraft
4. Connector Part Number Format: __ Printed Two Sides
Options Document Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
5. Structural Repair Manual Format: ___ Printed Two Sides
___ Printed One Side
___ Microfilm, 16mm
Duplicate
Check if required: __ _1_ Microfilm, 16mm
Master
Check if required: __ _1_ Magnetic Tape
___ Text (Print File
Format)
___ Illustrations
(CGM Format)
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
<PAGE>
6. Component Maintenance/ Format: ___ Printed Two Sides
Overhaul Manual ___ Microfilm, 16mm
Duplicate
_1_ Microfilm, 16mm
Master
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
7. Chapter 20 Standard Format: __ Printed Two Sides
Overhaul Practices __ Printed One Side
Manual (Common to other __ Microfilm, 16mm
models, quantity indicates Duplicate
total requested)
Check if required: __ _1_ Microfilm, 16mm
Master
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
8. Chapter 20 Standard Format: __ Printed Two Sides
Wiring Practices __ Microfilm, 16mm
Manual (Common to other Duplicate
models, quantity indicates
total requested)
Check if required: __ _1_ Microfilm, 16mm
Master
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
<PAGE>
9. Nondestructive Test Manual Format: ___ Printed Two Sides
___ Printed One Side
___ Microfilm, 16mm
Duplicate
Check if required: __ _1_ Microfilm, 16mm
Master
Check if required: __ _1_ Magnetic Tape
___ Text (Print File
Format)
___ Illustrations
(CGM Format)
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
10. Service Bulletins Format: __ Printed Two Sides
__ Digital Format
Revisions: Yes
Delivery: As developed by Boeing
11. Service Bulletin Index Format: __ Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
12. Corrosion Prevention Format: ___ Printed Two Sides
Manual ___ Printed One Side
___ Microfilm, 16mm
Duplicate
Check if required: __ _1_ Microfilm, 16mm
Master
Check if required: __ _1_ Magnetic Tape
___ Text (Print File
Format)
___ Illustrations
(CGM Format)
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
<PAGE>
13. Fault Isolation Manual
a. Advance Representative Format: __ Printed Two Sides
Copy __ Digital Format
Revisions: No
Delivery: 90 days after signing
Purchase Agreement
b. Customized Manual Format: __ Printed Two Sides
__ Microfilm, 16mm
Duplicate
__ Digital Format
FIM Procedures Added to
Maintenance Manual
Check if required: __ Format: __ Printed Two Sides
__ Microfilm, 16mm
Duplicate
Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
14. Fuel Measuring Stick Format: __ Printed One Side
Calibration Document Revisions: Yes
Delivery: Concurrent with
delivery of first
Aircraft
Check One:
US Gallons __
Imperial Gallons __
Pounds __
Kilograms __
Liters __
15. Power Plant Buildup Manual Format: ___ Printed Two Sides
___ Printed One Side
___ Microfilm, 16mm
Duplicate
Check if required: __ _1_ Microfilm, 16mm
Master
Check if required: __ _1_ Digital format
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
<PAGE>
16. FMS BITE Manual
a. Advance Representative Format: __ Printed Two Sides
Copy Revisions: No
Delivery: 90 days after signing
Purchase Agreement
b. Customized Manual Format: __ Printed Two Sides
__ Microfilm, 16mm
Duplicate
__ Microfilm, 16mm
Master
Delivery: 90 days prior to
delivery of first
Aircraft
17. In Service Activities Format: __ Printed Two Sides
Report Revisions: No
Delivery: Issued Quarterly
18. All Operator Letter Format: __ Printed One or
Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
19. Service Letters Format: __ Printed One or
Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
20. Structural Item Format: __ Printed One or
Interim Advisory Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
21. Maintenance Tips Format: _2_ Printed One or
Two Sides
Revisions: Yes
Delivery: As developed by
Boeing
22. Production Management Format: __ Digital Format
Database
23. Combined Index Format: __ Printed 2 Sides
__ Digital Format
<PAGE>
C. MAINTENANCE PLANNING
1. Maintenance Planning Format: __ Printed Two Sides
Data (MPD) Documents __ Microfilm, 16mm
Duplicate
Revisions: Yes
Delivery: 90 days after signing
Purchase Agreement
2. Maintenance Planning Data Format: _1_ Digital Format
Tasks Masterfile Revisions: Yes
Delivery: 90 days after signing
Purchase Agreement
3. Maintenance Task Cards
a. Advance Format: __ Printed One Side
Representative Copy Revisions: No
Delivery: 90 days after signing
Purchase Agreement
b. Customized Masters
Check if required: __ Format: _1_ Microfilm, 16mm
Master
Check if required: __ _1_ Digital Format
c. Customized Cards Format: ___ Printed One Side
___ Microfilm, 16mm
Duplicate
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
4. Maintenance Task Card Format: _1_ Printed Two Sides
Index Revisions: First Revision Only
Delivery: 90 days prior to
delivery of first
Aircraft
5. Maintenance Inspection Format: __ Printed Two Sides
Interval Reports Revisions: Yes
(Common with other models Delivery: 90 days prior to
quantity indicates total delivery of first
requested) Aircraft
<PAGE>
D. SPARES
1. Illustrated Parts Catalog Format: ___ Printed Two Sides
(Select one format only) ___ Printed One Side
___ Microfilm, 16mm
Duplicate
Check if required: __ _1_ Microfilm, 16mm
Master
Revisions: Yes, until 90 days
after delivery of
last Aircraft only
Delivery: 90 days prior to
delivery of first
Aircraft
2. Standard Books Format: __ Printed Two Sides
(Unless previously provided __ Microfilm, 16mm
pursuant to other Duplicate
agreements, in which case Revisions: Yes
applicable supplements Delivery: 90 days prior to
will be provided) delivery of first
(Select one format only) Aircraft
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and Equipment Format: __ Printed Two Sides
Planning Documents Revisions: Yes
Delivery: 90 days after signing
Purchase Agreement
2. Special Tool and Ground Format: __ Microfilm, 35mm
Handling Equipment Drawings Duplicate in
Aperture Card
Format
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
3. Special Tool and Ground Format: __ Printed Two Sides
Handling Equipment Revisions: Yes
Drawing Index Delivery: 90 days prior to
delivery of first
Aircraft
<PAGE>
4. Supplementary Tooling Format: __ Printed Two Sides
Documentation (Common Revisions: Yes
to other models, Delivery: 90 days prior to
quantity indicates delivery of first
total requested) Aircraft
5. System Test Equipment Format: __ Printed One Side
Document Revisions: Yes
Delivery: 90 days after signing
Purchase Agreement
6. Illustrated Tool and Format: ___ Printed One Side
Equipment List/Manual ___ Printed Two Sides
___ Microfilm, 16mm
Duplicate
Check if required: _1_ Microfilm, 16mm
Master
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
7. Aircraft Recovery Document Format: __ Printed Two Sides
Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
8. Airplane Characteristics Format: __ Printed Two Sides
for Airport Planning Revisions: Yes
Delivery: 90 days prior to
delivery of first
Aircraft
9. Airplane Rescue and Format: __ Printed Two Sides
Fire Fighting Document Revisions: Yes
(Common to other models, Delivery: 90 days prior to
quantity indicates delivery of first
total required) Aircraft
10. Engine Handling Document Format: __ Printed Two Sides
Revisions: Yes
Delivery: 90 days after
signing Purchase
Agreement
F. CONFIGURATION, MAINTENANCE Format: __ Printed Two Sides
AND PROCEDURES FOR Revisions: Yes
EXTENDED RANGE OPERATION Delivery: 90 days prior to
delivery of first
Aircraft
<PAGE>
G. ETOPS Guide Vol. I Format: __ Printed Two Sides
(Configuration, Maintenance Revisions: No
and Procedures Supplement) Delivery: 90 days after
signing Purchase
Agreement
H. ETOPS Guide Vol. II Format: __ Printed Two Sides
(Maintenance Programs Revisions: No
Guidelines) (Common to Delivery: 90 days after
other models, quantity signing Purchase
indicates total required) Agreement
I. COMPUTER SOFTWARE INDEX Format: __ Printed Two Sides
(Common to other models, Revisions: Yes
quantity indicates Delivery: Concurrent with delivery
total required) of First Aircraft
J. SUPPLIER TECHNICAL DATA
1. Service Bulletins __
2. Ground Support Equipment __
Date
3. Provisioning Information __
4. Component Maintenance/ __
Overhaul Manuals
5. Component Maintenance/ __
Overhaul Manuals Index
(Common to other models,
quantity indicates total
required)
6. Publications Index __
7. Product Support __
Supplier Directory
(Common to other models,
quantity indicates total
required)
<PAGE>
PART E
BUYER'S INDEMNIFICATION OF BOEING AND INSURANCE
1. Buyer's Indemnification Of Boeing.
Buyer hereby indemnifies and holds harmless Boeing from and
against all claims and liabilities, including costs and expenses
(including attorneys' fees) incident thereto or incident to
successfully establishing the right to indemnification, for injury
to or death of any person or persons, including employees of Buyer
but not employees of Boeing, or for loss of or damage to any
property, including Aircraft, arising out of or in any way related
to the performance by Boeing of training, services or other
obligations pursuant to this Exhibit C-1, whether or not arising in
tort or occasioned in whole or in part by the negligence of Boeing,
whether active, passive or imputed.
1.1 With regard to training, services and obligations other
than Revenue Service Training, the foregoing indemnification will
not apply to the legal liability to persons or parties other than
Buyer or Buyer's assignees arising out of an accident caused solely
by a product defect in an Aircraft.
1.2 With regard to Revenue Service Training, the foregoing
indemnification will apply to the legal liability to persons or
parties other than Buyer or Buyer's assignees, even if arising out
of an accident caused solely by a product defect in an Aircraft.
2. Buyer's Insurance.
Evidence of insurance will be required 30 days prior to the
scheduled delivery of the first Aircraft. Accordingly, Buyer will
provide certificates of insurance specifically referencing the
Agreement and paragraph 1 of this Part E. In addition to showing
policy number, limits of liability, and effective dates of
coverage, such certificates will contain but not be limited to the
following provisions:
<PAGE>
2.1 Hull All Risk; Hull War & Allied Perils Insurance.
Insurers and/or reinsurers will hold harmless and waive
all rights of subrogation against Boeing for any damages or claims
arising out of these Exhibit C-1 services.
2.2 Aircraft Liability Insurance.
(a) To name Boeing as an additional insured in
connection with the performance by Boeing of training, services, or
other obligations provided under this Exhibit C-1.
(b) To provide that the insurance arranged herein will
be primary and without right of contribution with respect to any
other insurance which may be available for the protection of
Boeing.
(c) To provide that all provisions of the insurance,
except the limits of liability, will operate to give each insured
or additional insured the same protection as if there were a
separate policy issued covering each insured or additional insured.
(d) To provide that no act, omission, breach of any
warranty or condition, or misrepresentation on the part of the
Insured or any other person or party (other than by Boeing) will
void, exclude, minimize, or adversely change this coverage as it
applies to Boeing.
2.3 For Coverages Specified in 2.1 and 2.2.
(a) Acknowledgment that the insurers and/or reinsurers
are aware of and have seen a copy of the Agreement and accept and
insure the risks and indemnity herein to the extent of the coverage
and endorsements as described in this certificate.
(b) To give 30 day written notice of cancellation,
termination or adverse material alteration of the policies (7 day
written notice in the event of War Risk or such lesser period as
may be in effect with prior notice).
(c) That Boeing will not be responsible for payment, set
off, or assessment of any kind of any premiums in connection with
the policies, endorsements or coverages described herein.
<PAGE>
(d) For the purpose of this Part E, "Boeing" is defined
as The Boeing Company, its divisions, subsidiaries, affiliates, the
assignees of each and their respective directors, officers,
employees and agents.
If more than one Aircraft is to be delivered under the Purchase
Agreement, the insurance certificates must reference all Aircraft
when delivered or separate certificates must be supplied for each
Aircraft. The certificates of insurance will be kept current and
valid.
<PAGE>
PART F
Alleviation or Cessation of Performance
Boeing will not be required to provide any services, training, data
or goods at a facility while:
1. a labor stoppage or dispute in progress involving Buyer
exists;
2. wars or warlike operations, riots or insurrections in the
country where such facility is located exist;
3. conditions at such facility which, in the opinion of
Boeing, are detrimental to the general health, welfare or safety of
its personnel and/or their families exist;
4. the United States Government refuses permission to any
Boeing personnel or their families to enter the country where such
facility is located, or recommends that any Boeing personnel or
their families leave such country; or
5. the United States Government refuses Boeing permission to
deliver goods or services to the country where such facility is
located.
Boeing further reserves the right, upon the occurrence of any of
such events, subsequent to the location of Boeing personnel at
Buyer's facility, to immediately and without prior notice relocate
its personnel and their families to a place of Boeing's choosing.
Any delay resulting therefrom will be deemed a delay by mutual
agreement.
<PAGE>
CATEGORY 2 - MAJOR MODEL DIFFERENCES
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit C-2 to Purchase Agreement Number 1830
<PAGE>
CUSTOMER SUPPORT DOCUMENT NO. 1830
Dated June 27, 1995
Relating to
BOEING MODEL 737-600/-700/-800 AIRCRAFT
_____________________
This Customer Support Document is Exhibit C-2 to and forms a part
of Purchase Agreement No. 1830 between The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer) relating to the purchase of
Boeing Model 737-600/-700/-800 aircraft. This Customer Support Document
consists of the following parts:
PART A Boeing Maintenance Training Program
PART B Boeing Customer Support Services
PART C Boeing Flight Training Program
PART D Technical Data and Documents
PART E Buyer's Indemnification of Boeing and Insurance
PART F Alleviation or Cessation of Performance
<PAGE>
PART A
BOEING MAINTENANCE TRAINING PROGRAM
1. General.
This Part describes the maintenance training to be provided by
Boeing (Maintenance Training) at Boeing's training facility at or
near Seattle. The Maintenance Training will be provided at no
additional charge to Buyer, except as otherwise provided herein.
If any part of the Maintenance Training is not used by Buyer prior
to delivery of the first Aircraft, Boeing will not be obligated to
provide such Maintenance Training at a later date, unless the
parties have otherwise agreed in writing.
All instruction, examinations and materials shall be prepared and
presented in the English language and in the units of measure used
by Boeing. Buyer will provide interpreters if required for Buyer's
personnel.
Buyer will be responsible for the living expenses of Buyer's
personnel during Maintenance Training. For Maintenance Training
provided at or near Seattle, Boeing will transport Buyer's
personnel between their local lodging and the training facility.
2. Maintenance Training Planning Conference.
No later than 12 months prior to delivery of Buyer's first
Aircraft, Boeing and Buyer will conduct a planning conference in
order to schedule and discuss the Maintenance Training.
3. Maintenance Training Program.
The Maintenance Training Program will (i) consist of classroom
presentations supported by training materials and aids and (ii) if
practicable, include an escorted tour of aircraft production areas
and/or flight lines. The Maintenance Training will include the
following courses:
<PAGE>
3.1 Mechanical/Power Plant Systems Course.
This course provides mechanical instruction on the
maintenance of the Aircraft and its systems, including engine
systems. Electrical instruction, where necessary, will be provided
in order to clarify mechanical system operation.
One class; up to 15 students.
3.2 Electrical Systems Course.
This course provides electrical instruction on the
maintenance of the Aircraft and its systems, including engine
systems. Mechanical instruction, where necessary, will be provided
in order to clarify electrical system operation.
One class; up to 15 students.
3.3 Avionics Systems Course.
This course provides instruction on the maintenance of the
Aircraft automatic flight control systems, communications and
navigation systems. It is oriented to those personnel who
specialize in trouble analysis and line maintenance on avionics
systems.
One class; up to 15 students.
3.4 Aircraft Rigging Course.
This course provides instruction on aircraft rigging so
as to provide Buyer's specialist personnel with the necessary
information to rig all flight control surfaces, landing gear
components, aircraft doors and engines. The conditions set forth
in paragraph 4 below will be applicable with respect to Boeing's
providing such course.
One class; up to 6 students at a mutually acceptable alternate
facility.
<PAGE>
3.5 Advanced Composite Repair Course.
This course provides instruction for Buyer's structural
repair personnel and promotes understanding of the design
philosophy, inspection and repair of advanced composite components.
One class; up to 6 students.
4. Training at a Facility Other Than Boeing's.
If requested prior to the conclusion of the Maintenance Training
Planning Conference, Boeing will conduct the classroom training
described above (except for the Advanced Composite Repair Course)
at a mutually acceptable alternate training site, subject to the
following conditions:
4.1 Buyer will be responsible for providing acceptable
classroom space and training equipment required to present the
Boeing courseware.
4.2 Buyer will pay Boeing's then-current per diem charge for
each Boeing instructor for each day, or fraction thereof, such
instructor is away from Seattle, including travel time.
4.3 Buyer will reimburse Boeing for round-trip transportation
for Boeing's instructors and training materials between Seattle and
such alternate training site.
4.4 Buyer will pay, or reimburse Boeing for, all taxes, fees,
duties, licenses, permits and similar expenses incurred by Boeing
and its employees as a result of Boeing's providing the training at
such alternate site.
4.5 Those portions of training that require the use of
Boeing's training devices shall be conducted at Boeing-designated
facilities.
5. Supplier Training.
The Maintenance Training includes sufficient information on the
location, operation and servicing of Aircraft equipment,
accessories and parts provided by suppliers to support line
maintenance functions.
<PAGE>
If Buyer requires additional maintenance training with respect to
any supplier-provided equipment, accessories or parts, Buyer will
schedule such training directly with the supplier. If Buyer
experiences difficulty in scheduling such training, Boeing will, if
requested, assist Buyer in coordinating and scheduling such
training.
6. Student Training Material.
No revision service will be provided for the material provided
hereunder.
6.1 Manuals.
Boeing will provide at the beginning of each Maintenance
Training course 1 copy of a training manual or equivalent for each
student attending such course.
6.2 Panel Description/Component Locator Guide/Field Trip
Checklist Manual.
Boeing will provide 1 copy of a Panel
Description/Component Locator Guide/Field Trip Checklist Manual for
each student in each applicable Maintenance Training course.
7. Other Training Material.
At the conclusion of the Maintenance Training Program, Boeing
will provide to Buyer 1 set of the following training materials, as
used in the full Aircraft systems courses. Revision service will
not be provided for these materials.
7.1 Visual Aids.
7.1.1 Blackline 8-1/2 x 11-inch projection
transparencies.
7.1.2 Full-scale instrument panel wall charts in the form
of black and white copies and mylar reproducible copies.
7.1.3 Training slides.
7.2 Reproducible Masters.
8-1/2 x 11-inch prints suitable for black and white
reproduction of all graphics and applicable text.
<PAGE>
7.3 Video Programs.
Video programs on 3/4-inch U-matic or 1/2-inch VHS
cassette formats in NTSC, PAL or SECAM standards, as selected by
Buyer.
7.4 Computer-Based Training (CBT) Courseware.
CBT courseware, and instructions for courseware
installation and operation.
7.5 Shipment of Materials.
The training materials described above will be shipped to
Buyer 30 days after completion of the first class of each
applicable Maintenance Training course.
7.6 Training Material - Aircraft Configuration.
The visual aids and reproducible masters (except training
slides and CBT) described above will, at the conclusion of the
shipments thereof, reflect the configuration of the first Aircraft
as delivered to Buyer. CBT Courseware will reflect the major
configuration of the first Aircraft delivered to Buyer.
8. Course Completion Records.
At the completion of the Maintenance Training, Boeing will
provide Buyer with course completion records consisting of the
following:
8.1 Master copies of all examinations given.
8.2 Attendance and examination records for each student.
8.3 Certificate of completion for each course each student
successfully completes.
<PAGE>
PART B
BOEING CUSTOMER SUPPORT SERVICES
1. General.
This Part describes the support services to be provided by Boeing
at no additional charge to Buyer, unless otherwise specified
herein. Except with respect to Field Services, the services
described in this Part will be provided by Boeing during a period
commencing with delivery of the first Aircraft and continuing so
long as one Aircraft is regularly operated by Buyer in commercial
air transport service.
2. Field Service Engineering.
Boeing will furnish field service representation to advise Buyer
on maintenance and operation of the Aircraft (Field Services) as
follows:
2.1 Field Services will be available to Buyer at or near
Buyer's main maintenance or engineering facility for periods
beginning prior to delivery of each Aircraft and terminating 12
months after delivery of each such Aircraft (Field Service
Periods). If such Field Service Periods overlap, the Field
Services will be provided concurrently.
2.2 Buyer will furnish at no charge to Boeing suitable office
space and equipment that will include desks, chairs, file cabinets
and an electrical power source in, or convenient to, Buyer's
facility where each/any Boeing representative is providing Field
Services. As required, Buyer will assist each representative
providing Field Services with visas, work permits, customs, mail
handling, identification passes, and local airport authorities.
2.3 In addition to the Field Services referred to above, the
services of any Boeing field service representative will also be
available to Buyer anywhere Buyer may land the Aircraft.
2.4 Boeing may, from time to time, provide additional support
services in the form of Boeing personnel visiting Buyer's
facilities to work with Buyer's personnel in an advisory capacity.
<PAGE>
3. Additional Engineering Support Services.
Boeing will, if requested by Buyer in writing, provide technical
advisory assistance with respect to the Aircraft and accessories,
equipment and parts manufactured to Boeing's detailed design and
installed in the Aircraft at the time of delivery. Such technical
advisory assistance, which will be provided from Seattle, will
include:
3.1 analysis of and comment on any Aircraft service or
operational problem experienced by Buyer in order to determine the
nature of the problem and its cause and to suggest possible
solutions;
3.2 analysis of and comment on Buyer's engineering releases
relating to structural repairs of the Aircraft not covered by
Boeing's Structural Repair Manual; and
3.3 analysis of and comment on Buyer's engineering proposals
for changes in, or replacement of, parts, accessories or equipment
manufactured to Boeing's detailed design (excluding computer
software embedded or included therein); provided that Boeing will
not analyze or comment on any such change or replacement which
constitutes a major structural change, nor on any engineering
release related thereto, unless Buyer's request for such analysis
and comment is accompanied by complete detailed drawings,
substantiating data (including data, if any, required by applicable
government agencies), all stress or other appropriate analysis, and
a specific statement from Buyer of the kind of review and response
desired by Buyer.
4. Special Services.
4.1 Facilities, Ground Equipment and Maintenance Planning
Assistance.
Boeing will, at Buyer's request, send qualified Boeing
engineering representatives to Buyer's main base to evaluate
Buyer's technical facilities, tools and equipment for servicing and
maintaining the Aircraft, to recommend changes where necessary and
to assist in the formulation of Buyer's overall maintenance plan.
<PAGE>
4.2 Additional Services.
Boeing may, at Buyer's request, provide additional special
services with respect to the Aircraft after delivery, which
services may include such items as Master Changes (Kits and/or
Data), training, and maintenance and repair of the Aircraft. The
provision of such additional services will be subject to (i) a
mutually acceptable price, schedule and scope of work and (ii)
Boeing's then-current standard contract therefor, including
disclaimer and release, exclusion of consequential and other
damages, and indemnification and insurance requirements.
4.3 Post-Delivery Aircraft Services.
If Boeing performs unanticipated work on an Aircraft after
delivery of such Aircraft, but prior to its initial departure
flight, or upon its return to Boeing's facilities prior to
completion of such flight, the following provisions will apply:
4.3.1 Title to and risk of loss of any such Aircraft will
at all times remain with Buyer.
4.3.2 The provisions of the Boeing Warranty set forth in
Exhibit B of this Agreement will apply to such work.
4.3.3 Buyer will reimburse Boeing for such work to the
extent not covered by the Boeing Warranty applicable to the
Aircraft.
4.3.4 The disclaimer and release and Exclusion of
Consequential and Other Damages provisions set forth in Article 12
of this Agreement and the indemnification and insurance provisions
set forth in this Exhibit C will apply to such Boeing work.
4.3.5 In performing such work, Boeing may rely upon the
commitment authority of Buyer's personnel requesting such work.
5. Additional Informational Services.
Boeing may, from time to time, provide Buyer with additional
services in the form of information about the Aircraft or other
aircraft of the same type, including information concerning design,
manufacture, operation, maintenance, modification, repair and
in-service experience.
<PAGE>
PART C
BOEING FLIGHT TRAINING PROGRAM
1. General.
This Part describes the flight training to be provided by Boeing
(Flight Training) at or near Seattle, or at some other location to
be determined pursuant to this Part. The Flight Training will be
provided at no additional charge to Buyer, except as otherwise
provided herein.
All instruction, examinations and materials will be prepared and
presented in the English language and in the units of measure used
by Boeing. Buyer will provide interpreters if required for Buyer's
personnel.
Buyer will be responsible for the living expenses of Buyer's
personnel during the Flight Training Program. For Flight Training
provided at or near Seattle, Boeing will transport Buyer's
personnel between their local lodging and the training facility.
2. Flight Training Differences Program.
In conjunction with earlier sales to Buyer of aircraft of the
same model type as the Aircraft, Boeing has provided to Buyer
comprehensive flight training for such aircraft. If requested by
Buyer at least 12 months prior to delivery of the first Aircraft,
Boeing agrees to provide, if required, 1 classroom training class
to acquaint up to 4 cockpit crews of Buyer's personnel with any
operational, systems and performance differences significant to the
operation of the Aircraft, between the first Aircraft scheduled for
delivery pursuant to this Agreement and the last aircraft of the
same model type as the aircraft previously delivered by Boeing to
Buyer. Such course will be scheduled by mutual agreement of
Boeing's and Buyer's flight training organizations.
<PAGE>
3. Student Training Material.
Student training material, in Boeing's then-standard format, will
be provided to Buyer's personnel (1 set per student) as listed
below. No revision service will be provided for the material
provided hereunder.
Operations Manual
Quick Reference Handbook
4. Other Training Material.
At the conclusion of the Differences Flight Training, Boeing will
provide 1 set of the following materials, as used in the Flight
Training Program. Revision service will not be provided for these
materials.
4.1 Computer Based Training (CBT).
Boeing will provide a copy of Boeing developed CBT
materials used in the Flight Training Program. The CBT Courseware
will reflect the major configuration of Buyer's first Aircraft.
Buyer will require certain equipment and materials in order to use
the CBT Program. Equipment and materials required to run the CBT
Program will be procured by Buyer at Buyer's expense. The CBT
materials provided include the following:
4.1.1 1 copy of lesson files supplied on CD-ROM disc.
4.1.2 1 paper copy of loading and operation instructions
for installing the lessons on an MS-DOS compatible Personal
Computer or File Server.
4.1.3 1 copy of the runtime software required to run the
CBT lessons.
4.2 Full-Scale Color Instrument Panel Wall Charts.
5. Training at a Facility Other Than Boeing's.
If seasonably requested, Boeing will conduct the Flight Training
at a mutually acceptable alternate training site, subject to the
following conditions:
5.1 Buyer will be responsible for providing classroom space
acceptable to Boeing, a flight simulator and training equipment
required to present the Boeing courseware.
<PAGE>
5.2 Buyer will pay Boeing's then-current per diem charge for
each Boeing instructor for each day, or fraction thereof, such
instructor is away from Seattle, including travel time.
5.3 Buyer will reimburse Boeing for round-trip transportation
for Boeing's flight training instructors and materials between
Seattle and such alternate site.
5.4 Buyer will pay, or reimburse Boeing for, all taxes, fees,
duties, licenses, permits and similar expenses incurred by Boeing
and its employees as a result of Boeing's providing the training at
such alternate site.
5.5 Those portions of the training that require the use of
Boeing's training devices, if any, will be conducted at Boeing-
designated facilities.
<PAGE>
PART D
TECHNICAL DATA AND DOCUMENTS
1. General.
Boeing will furnish to Buyer the data and documents set forth
herein at no additional charge to Buyer, unless otherwise specified
herein. Such data and documents will, where applicable, be
prepared essentially in accordance with the provisions of Revision
33 to Air Transport Association of America (ATA) Specification
No. 100, dated June 1, 1956, entitled "Specification for
Manufacturers' Technical Data," with the following specific
exceptions: The Illustrated Parts Catalog will be prepared
essentially in accordance with the provisions of Revision 28; the
Overhaul and Component Maintenance Manuals will be written to the
ATA Revision level established for the airplane model the component
was originally used on. Such data and documents are only intended
to provide Buyer with pertinent information on components,
equipment and installations designed by Boeing for aircraft of the
same model type as the Aircraft. Such data and documents will be
in English and in the units of measure used by Boeing, except as
otherwise specified herein or as may be required to reflect
Aircraft instrumentation.
Digitally-produced data and documents will, where applicable, be
prepared essentially in accordance with the provisions of
Revision 0 of Air Transport Association of America (ATA)
Specification 2100, dated January 1994, entitled "Digital Data
Standards for Aircraft Support."
2. Treatment of Data and Documents.
2.1 The data and documents provided by Boeing under this
Agreement ("Documents") are licensed to Buyer. They contain
confidential, proprietary and/or trade secret information belonging
to Boeing; and Buyer will treat them in confidence and use and
disclose them only for Buyer's own internal purposes as
specifically authorized herein. If Buyer makes copies of any
Documents, the copies will also belong to Boeing and be treated as
Documents under this Agreement. Buyer will preserve all
restrictive legends and proprietary notices on all Documents and
copies.
2.2 All Documents will only be used: (a) for the purpose of
maintenance, repair, or modification of an
<PAGE>
Aircraft or spare part as permitted in the Spare Parts GTA or
Customer Services GTA between Buyer and Boeing, and then only in
connection with an Aircraft or spare part for which the Document
in question is tabulated or identified by Boeing serial number,
and (b) for the purpose of Buyer's own development and manufacture
of training devices for use by Buyer, in connection with the Aircraft.
2.3 Any Document may be provided to Buyer's contractors for
maintenance, repair, or modification of the Aircraft; and Airplane
Flight Manuals, Operations Manuals, Aircraft Maintenance Manuals,
Wiring Diagram Manuals, System Schematics Manuals, Component
Maintenance/Overhaul Manuals and assembly and installation drawings
may be provided to Buyer's contractors for development and
manufacture of training devices for use by Buyer, but in both
cases, only if Buyer's contractor is, at the time of transfer of
Documents, bound by a Boeing Customer Services GTA, or other
appropriate proprietary information protection agreement with
Boeing, applicable to the Documents.
3. Document Formats and Quantities.
The Attachment is provided to record the quantities and formats
of Documents provided to Buyer which are applicable to aircraft
previously delivered by Boeing of the same model type as the
Aircraft. Revisions to such Documents will be provided as
necessary to reflect the configuration, at time of delivery, of the
Aircraft to which this Part D applies. Space is provided in the
Attachment for Buyer and Boeing to indicate changes, mutually
agreed upon concurrently with signing this Agreement, in the
quantities and formats of such Documents to be hereinafter
provided.
In the event Boeing determines that revisions would not be
appropriate for any of the Documents described in the Attachment,
Boeing reserves the right to furnish to Buyer, in lieu of such
revisions, a separate publication of such Document for the Aircraft
in the same format and quantity as indicated in the Attachment.
Revision service for such publication will be the same as for the
document it replaces.
4. Revision Service.
Further revisions to any such Documents will be provided with
respect to such Aircraft in accordance with the provisions
applicable to such Documents, as set forth in the purchase
agreement or purchase agreement supplement
<PAGE>
under which Boeing originally agreed to provide such Documents, as
such provisions may have been amended by the parties.
5. Supplier Technical Data.
Boeing will continue to maintain the supplier data program
referred to in the purchase agreement or purchase agreement
supplement under which data and documents for Buyer's aircraft of
the same model type as the Aircraft were originally provided to
Buyer. As indicated in such prior purchase agreement or
supplement, the provisions of such supplier data program are not
applicable to items of Buyer Furnished Equipment
6. Additional Data and Documents.
If Boeing provides data or documents other than Documents
which are not covered by a Boeing Customer Services GTA or other
proprietary information protection agreement between Boeing and
Buyer, all such data and documents will be considered things
delivered under this Agreement and treated as Documents.
7. Buyer's Shipping Address.
Boeing will ship the Documents furnished hereunder to Buyer's
shipping address for data and documents previously provided to
Boeing. Buyer shall promptly notify Boeing of any change to such
address.
<PAGE>
Attachment to
Part D of Exhibit C-2 to
Purchase Agreement No. 1830
WORKSHEET
<TABLE>
<S> <S> <S> <S> <S>
ORIGINAL REVISED
ITEM NAME QUANTITY QUANTITY FORMAT
A. FLIGHT OPERATIONS:
1. Airplane Flight Manual ________ ________ Printed 1 Side
NOTE: An additional copy is
placed aboard each
airplane at delivery
as required by FAR's.
2. Operations Manual and Quick ________ ________ Printed 2 Sides
Reference Handbook
3. Weight and Balance Control ________ ________ Reproduced
and Loading Manual
4. Dispatch Deviation ________ ________ Printed 2 Sides
Procedures Guide
5. Flight Crew Training Manual ________ ________ Printed 2 Sides
6. Performance Engineer's Manual ________ ________ Printed 2 Sides
7. Fault Reporting Manual ________ ________ Printed 2 Sides
B. MAINTENANCE
1. Aircraft Maintenance Manual _______ _______ Printed 2 Sides
_______ _______ Printed 1 Side
_______ _______ Microfilm, 16mm,
Duplicate
_______ _______ Microfilm, 16mm,
Master
_______ _______ Digital Format
2. Wiring Diagram Manual ___1___ ___1___ Full-Size Mylar
Reproducible of any
Wiring Diagram or
Chart on specific
request therefor
___1___ ___1___ One set of 35mm
Aperture Cards of
all Wiring
Diagrams and Charts
<PAGE>
_______ ______ Standard Printed
Copies of Entire
Manual
_______ ______ Standard Printed
Copies of all
sections except
EDP portion
______ ______ EDP portion in
Microfilm, 16mm,
Duplicate
______ ______ EDP portion in
Microfilm, 16mm,
Master
________ ________ Entire Manual,
Microfilm,
16mm, Duplicate
________ ________ Entire Manual,
Microfilm, 16mm,
Master
________ ________ Digital Format
3. System Schematics Manual ________ ________ Printed 2 Sides
________ ________ Full-Size Mylar
Reproducibles of any
page, upon specific
request therefor
________ _______ 35mm Aperture Cards
________ ________ Schematics,
Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
________ ________ Digital Format
4. Electrical Connectors ________ ________ Printed
Options Document
<PAGE>
5. Fault Isolation Manual ________ ________ Printed 2
(if separate) Sides or
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
________ ________ Digital Format
6. Structural Repair Manual ________ ________ Printed 2 Sides
________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
________ ________ Digital Format
7. Component Maintenance/ ________ ________ Printed 2 Sides
Overhaul Manuals
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
8. Chapter 20 Standard ________ ________ Printed 2 Sides
Overhaul Practices Manual
(total quantity - all models) ________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
9. Chapter 20 Standard Wiring ________ ________ Printed 2 Sides
Practices Manual
(total quantity - all models) ________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
________ ________ Digital Format
<PAGE>
10. Nondestructive Test ________ ________ Printed 2 Sides
Manual
________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
11. Service Bulletins ________ ________ Printed 2 Sides
12. Service Bulletin Index ________ ________ Printed 2 Sides
13. Corrosion Prevention Manual ________ ________ Printed 2 Sides
________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
14. Fuel Measuring Stick ________ ________ Reproduced
Calibration
Document
15. Power Plant Buildup Manual ________ ________ Printed 2 Sides
________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
________ ________ Digital Format
16. In-Service Activity Report ________ ________ Printed
17. Significant Service Item ________ ________ Printed
Summary
18. All Operators Letters ________ ________ Printed
19. Service Letters ________ ________ Printed
20. Maintenance Tips ________ ________ Printed
<PAGE>
21. FMS BITE Manual ________ ________ Printed 2 Sides
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
22. Production Management Data Base ________ ________ Digital Format
(PMDB)
23. Combined Index ________ ________ Printed 2 Sides
________ ________ Digital Format
C. MAINTENANCE PLANNING
1. Maintenance Planning ________ ________ Printed
Data Documents
2. Maintenance Task Cards ________ ________ Printed 1 Side
3. Maintenance Inspection ________ ________ Printed
Intervals Report
(total quantity - all models)
D. SPARES
1. Illustrated Parts Catalog ________ ________ Printed 2 Sides
(select one format only)
________ ________ Printed 1 Side
________ ________ Microfilm (16mm)
________ ________ Microfilm (Silver
Halide)
2. Standards Books
a. Index ________ ________ Printed 2 Sides
________ ________ Microfilm
b. Parts Standards ________ ________ Printed 2 Sides
________ ________ Microfilm
c. Parts Specifications ________ ________ Printed 2 Sides
________ ________ Microfilm
<PAGE>
d. Standards for Repair ________ ________ Printed 2 Sides
________ ________ Microfilm
e. Obsolete Standards ________ ________ Printed 2 Sides
________ ________ Microfilm
f. Commercial Markers ________ ________ Printed 2 Sides
________ ________ Microfilm
g. Commercial Markers 737 ________ ________ Printed 2 Sides
________ ________ Microfilm
h. Passenger Cabin Symbology ________ ________ Printed 2 Sides
(Commercial Placards)
________ ________ Microfilm
i. Process Standards ________ ________ Printed 2 Sides
________ ________ Microfilm
j. Material Standards ________ ________ Printed 2 Sides
________ ________ Microfilm
k. Drafting Standards Practices ________ ________ Printed 2 Sides
________ ________ Microfilm
l. Specification Support ________ ________ Printed 2 Sides
Standards
________ ________ Microfilm
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and Equipment ________ ________ Printed 2 Sides
Planning Document
2. Special Tool and Ground ________ ________ Sets Aperture
Handling Equipment Drawings Cards
________ ________ Sets Reproducible
________ ________ Sets Black & White
Copies
<PAGE>
3. Special Tool and Ground ________ ________ Printed 2 Sides
Handling Equipment Drawings
Index
4. Supplementary Tooling ________ ________ Printed 2 Sides
Documentation
(Total quantity - all models)
5. System Test Equipment ________ ________ Printed 1 Side
Document
6. Illustrated Tool and ________ ________ Printed 2 Sides
Equipment Manual
________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
7. Airplane Recovery Document ________ ________ Printed 2 Sides
8. Aircraft Rescue and ________ ________ Printed
Firefighting Document
9. Engine Handling Document ________ ________ Printed 2 Sides
F. EROPS
Configuration, Maintenance ________ ________ Printed 2 Sides
and Procedures for Extended
Range Operations Document
G. COMPUTER SOFTWARE DOCUMENTATION FOR AIRBORNE COMPONENTS
Computer Software Index ________ ________ Printed 2 Sides
H. SUPPLIER TECHNICAL DATA
Product Support Supplier ________ ________ Printed
Directory (total quantity -
all models)
</TABLE>
<PAGE>
PART E
BUYER'S INDEMNIFICATION OF BOEING AND INSURANCE
1. Buyer's Indemnification Of Boeing.
Buyer hereby indemnifies and holds harmless Boeing from and
against all claims and liabilities, including costs and expenses
(including attorneys' fees) incident thereto or incident to
successfully establishing the right to indemnification, for injury
to or death of any person or persons, including employees of Buyer
but not employees of Boeing, or for loss of or damage to any
property, including Aircraft, arising out of or in any way related
to the performance by Boeing of training, services or other
obligations pursuant to this Exhibit C-2, whether or not arising in
tort or occasioned in whole or in part by the negligence of Boeing,
whether active, passive or imputed.
1.1 With regard to training, services and obligations other
than Revenue Service Training, the foregoing indemnification will
not apply to the legal liability to persons or parties other than
Buyer or Buyer's assignees arising out of an accident caused solely
by a product defect in an Aircraft.
1.2 With regard to Revenue Service Training, the foregoing
indemnification will apply to the legal liability to persons or
parties other than Buyer or Buyer's assignees, even if arising out
of an accident caused solely by a product defect in an Aircraft.
2. Buyer's Insurance.
Evidence of insurance will be required 30 days prior to the
scheduled delivery of the first Aircraft. Accordingly, Buyer will
provide certificates of insurance specifically referencing the
Agreement and paragraph 1 of this Part E. In addition to showing
policy number, limits of liability, and effective dates of
coverage, such certificates will contain but not be limited to the
following provisions:
<PAGE>
2.1 Hull All Risk; Hull War & Allied Perils Insurance.
Insurers and/or reinsurers will hold harmless and waive
all rights of subrogation against Boeing for any damages or claims
arising out of these Exhibit C-2 services.
2.2 Aircraft Liability Insurance.
(a) To name Boeing as an additional insured in
connection with the performance by Boeing of training, services, or
other obligations provided under this Exhibit C-2.
(b) To provide that the insurance arranged herein will
be primary and without right of contribution with respect to any
other insurance which may be available for the protection of
Boeing.
(c) To provide that all provisions of the insurance,
except the limits of liability, will operate to give each insured
or additional insured the same protection as if there were a
separate policy issued covering each insured or additional insured.
(d) To provide that no act, omission, breach of any
warranty or condition, or misrepresentation on the part of the
Insured or any other person or party (other than by Boeing) will
void, exclude, minimize, or adversely change this coverage as it
applies to Boeing.
2.3 For Coverages Specified in 2.1 and 2.2.
(a) Acknowledgment that the insurers and/or reinsurers
are aware of and have seen a copy of the Agreement and accept and
insure the risks and indemnity herein to the extent of the coverage
and endorsements as described in this certificate.
(b) To give 30 day written notice of cancellation,
termination or adverse material alteration of the policies (7 day
written notice in the event of War Risk or such lesser period as
may be in effect with prior notice).
(c) That Boeing will not be responsible for payment,
set off, or assessment of any kind of any premiums in connection
with the policies, endorsements or coverages described herein.
<PAGE>
(d) For the purpose of this Part E, "Boeing" is defined
as The Boeing Company, its divisions, subsidiaries, affiliates, the
assignees of each and their respective directors, officers,
employees and agents.
If more than one Aircraft is to be delivered under the Purchase
Agreement, the insurance certificates must reference all Aircraft
when delivered or separate certificates must be supplied for each
Aircraft. The certificates of insurance will be kept current and
valid.
<PAGE>
PART F
Alleviation or Cessation of Performance
Boeing will not be required to provide any services, training, data
or goods at a facility while:
1. a labor stoppage or dispute in progress involving Buyer
exists;
2. wars or warlike operations, riots or insurrections in the
country where such facility is located exist;
3. conditions at such facility which, in the opinion of
Boeing, are detrimental to the general health, welfare or safety of
its personnel and/or their families exist;
4. the United States Government refuses permission to any
Boeing personnel or their families to enter the country where such
facility is located, or recommends that any Boeing personnel or
their families leave such country; or
5. the United States Government refuses Boeing permission to
deliver goods or services to the country where such facility is
located.
Boeing further reserves the right, upon the occurrence of any of
such events, subsequent to the location of Boeing personnel at
Buyer's facility, to immediately and without prior notice relocate
its personnel and their families to a place of Boeing's choosing.
Any delay resulting therefrom will be deemed a delay by mutual
agreement.
<PAGE>
CATEGORY 3 - MINOR MODEL DIFFERENCES
CUSTOMER SUPPORT DOCUMENT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit C-3 to Purchase Agreement Number 1830
<PAGE>
CUSTOMER SUPPORT DOCUMENT NO. 1830
Dated June 27, 1995
Relating to
BOEING MODEL 737-600/-700/-800 AIRCRAFT
____________________
This Customer Support Document is Exhibit C-3 to and forms a part
of Purchase Agreement No. 1830 between The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer) relating to the
purchase of Boeing Model 737-600/-700/-800 aircraft. This Customer
Support Document consists of the following parts:
PART A Boeing Maintenance Training Program
PART B Boeing Customer Support Services
PART C Boeing Flight Training Program
PART D Technical Data and Documents
PART E Buyer's Indemnification of Boeing and Insurance
PART F Alleviation or Cessation of Performance
<PAGE>
PART A
BOEING MAINTENANCE TRAINING PROGRAM
1. General.
This Part describes the maintenance training to be provided by
Boeing (Maintenance Training) at Boeing's training facility at or
near Seattle. The Maintenance Training will be provided at no
additional charge to Buyer, except as otherwise provided herein.
All instruction, examinations and materials shall be prepared and
presented in the English language and in the units of measure used
by Boeing. Buyer will provide interpreters if required for Buyer's
personnel.
Buyer will be responsible for the living expenses of Buyer's
personnel during Maintenance Training. For Maintenance Training
provided at or near Seattle, Boeing will transport Buyer's
personnel between their local lodging and the training facility.
2. Maintenance Training Program.
In conjunction with earlier sales to Buyer of the same model type
aircraft as the Aircraft, Boeing has provided to Buyer
comprehensive maintenance training and/or materials for such
aircraft. If requested by Buyer at least 12 months prior to
delivery of the first Aircraft, Boeing agrees to provide 1
Maintenance Training course consisting of classroom training to
acquaint up to 15 of Buyer's personnel with any operational,
structural or systems differences between the first Aircraft
scheduled for delivery pursuant to this Agreement and the last
aircraft of the same model type for which maintenance training
and/or materials were delivered by Boeing to Buyer that are
significant to the maintenance of the Aircraft. Such course will
be scheduled by mutual agreement of Boeing's and Buyer's
maintenance training organizations.
3. Training Materials.
Boeing will provide Buyer with a narrative description defining
the expected time to teach the various differences between the
first Aircraft scheduled for delivery pursuant to this agreement
and the last aircraft of
<PAGE>
the same model type for which maintenance training and/or materials
were delivered by Boeing to Buyer.
If Buyer chooses to have Boeing provide a differences Maintenance
Training course, Boeing will provide at the beginning of the
course, 1 copy of a training manual for the differences training
course to each student attending such course. Boeing will also
provide to the Buyer 1 set of visual aid projection transparencies
and 1 set of black and white reproducible masters of the training
manual graphics and text utilized in the Maintenance Training
class. No revision service will be provided for such training
manuals and materials.
If Buyer chooses not to have Boeing provide a differences
Maintenance Training course, Boeing will provide to Buyer at
Buyer's direction, 1 set of visual aid projection transparencies
and 1 set of black and white reproducible masters of the training
manual graphics and text that would have been utilized in a
differences Maintenance Training class. Delivery of requested
materials will satisfy difference training entitlements as defined
herein. No revision service will be provided for such training
manuals and materials.
4. Training at a Facility Other Than Boeing's.
If seasonably requested, Boeing will conduct the classroom
training described above at a mutually acceptable alternate
training site, subject to the following conditions:
4.1 Buyer will be responsible for providing acceptable
classroom space and training equipment required to present the
Boeing courseware.
4.2 Buyer will pay Boeing's then-current per diem charge for
each Boeing instructor for each day, or fraction thereof, such
instructor is away from Seattle, including travel time.
4.3 Buyer will reimburse Boeing for round-trip transportation
for Boeing's instructors and training materials between Seattle and
such alternate training site.
4.4 Buyer will pay, or reimburse Boeing for, all taxes, fees,
duties, licenses, permits and similar expenses incurred by Boeing
and its employees as a result of Boeing's providing the training at
such alternate site.
<PAGE>
4.5 Those portions of training that require the use of
Boeing's training devices, if any, will be conducted at Boeing-
designated facilities.
<PAGE>
PART B
BOEING CUSTOMER SUPPORT SERVICES
1. General.
This Part describes the support services to be provided by Boeing
at no additional charge to Buyer, unless otherwise specified
herein. Except with respect to Field Services, the services
described in this Part will be provided by Boeing during a period
commencing with delivery of the first Aircraft and continuing so
long as one Aircraft is regularly operated by Buyer in commercial
air transport service.
2. Field Service Engineering.
Boeing will furnish field service representation to advise Buyer
on maintenance and operation of the Aircraft (Field Services) as
follows:
2.1 Field Services will be available to Buyer at or near
Buyer's main maintenance or engineering facility for periods
beginning prior to delivery of each Aircraft and terminating 12
months after delivery of each such Aircraft (Field Service
Periods). If such Field Service Periods overlap, the Field
Services will be provided concurrently.
2.2 Buyer will furnish at no charge to Boeing suitable office
space and equipment that will include desks, chairs, file cabinets
and an electrical power source in, or convenient to, Buyer's
facility where each/any Boeing representative is providing Field
Services. As required, Buyer will assist each representative
providing Field Services with visas, work permits, customs, mail
handling, identification passes, and local airport authorities.
2.3 In addition to the Field Services referred to above, the
services of any Boeing field service representative will also be
available to Buyer anywhere Buyer may land the Aircraft.
2.4 Boeing may, from time to time, provide additional support
services in the form of Boeing personnel visiting Buyer's
facilities to work with Buyer's personnel in an advisory capacity.
<PAGE>
3. Additional Engineering Support Services.
Boeing will, if requested by Buyer in writing, provide technical
advisory assistance with respect to the Aircraft and accessories,
equipment and parts manufactured to Boeing's detailed design and
installed in the Aircraft at the time of delivery. Such technical
advisory assistance, which will be provided from Seattle, will
include:
3.1 analysis of and comment on any Aircraft service or
operational problem experienced by Buyer in order to determine the
nature of the problem and its cause and to suggest possible
solutions;
3.2 analysis of and comment on Buyer's engineering releases
relating to structural repairs of the Aircraft not covered by
Boeing's Structural Repair Manual; and
3.3 analysis of and comment on Buyer's engineering proposals
for changes in, or replacement of, parts, accessories or equipment
manufactured to Boeing's detailed design (excluding computer
software embedded or included therein); provided that Boeing will
not analyze or comment on any such change or replacement which
constitutes a major structural change, nor on any engineering
release related thereto, unless Buyer's request for such analysis
and comment is accompanied by complete detailed drawings,
substantiating data (including data, if any, required by applicable
government agencies), all stress or other appropriate analysis, and
a specific statement from Buyer of the kind of review and response
desired by Buyer.
4. Special Services.
4.1 Facilities, Ground Equipment and Maintenance Planning
Assistance.
Boeing will, at Buyer's request, send qualified Boeing
engineering representatives to Buyer's main base to evaluate
Buyer's technical facilities, tools and equipment for servicing and
maintaining the Aircraft, to recommend changes where necessary and
to assist in the formulation of Buyer's overall maintenance plan.
4.2 Additional Services.
Boeing may, at Buyer's request, provide additional special
services with respect to the Aircraft after delivery, which may
include such items as Master Changes (Kits and/or Data), training
and maintenance and
<PAGE>
repair of the Aircraft. Providing such additional services will be
subject to (i) mutually acceptable price, schedule and scope of work
and (ii) Boeing's then-current standard contract therefor including
disclaimer and release, exclusion of consequential and other damages
and indemnification and insurance requirements.
4.3 Post-Delivery Aircraft Services.
If Boeing performs unanticipated work on an Aircraft after
delivery of such Aircraft, but prior to its initial departure
flight, or upon its return to Boeing's facilities prior to
completion of such flight, the following provisions will apply:
4.3.1 Title to and risk of loss of any such Aircraft will
at all times remain with Buyer.
4.3.2 The provisions of the Boeing Warranty set forth in
Exhibit B of this Agreement will apply to such work.
4.3.3 Buyer will reimburse Boeing for such work to the
extent not covered by the Boeing Warranty applicable to the
Aircraft.
4.3.4 The Disclaimer and Release and Exclusion of
Consequential and Other Damages provisions set forth in Article 12
of this Agreement and the indemnification and insurance provisions
set forth in this Exhibit C will apply to such Boeing work.
4.3.5 In performing such work, Boeing may rely upon the
commitment authority of Buyer's personnel requesting such work.
5. Additional Informational Services.
Boeing may, from time to time, provide Buyer with additional
services in the form of information about the Aircraft or other
aircraft of the same type, including information concerning design,
manufacture, operation, maintenance, modification, repair and
in-service experience.
<PAGE>
PART C
BOEING FLIGHT TRAINING PROGRAM
1. General.
This Part describes the flight training to be provided by Boeing
(Flight Training) at or near Seattle, or at some other location to
be determined pursuant to this Part. The Flight Training will be
provided at no additional charge to Buyer, except as otherwise
provided herein.
All instruction, examinations and materials will be prepared and
presented in the English language and in the units of measure used
by Boeing. Buyer will provide interpreters if required for Buyer's
personnel.
Buyer will be responsible for the living expenses of Buyer's
personnel during the Flight Training Program. For Flight Training
provided at or near Seattle, Boeing will transport Buyer's
personnel between their local lodging and the training facility.
2. Flight Training Program.
In conjunction with earlier sales to Buyer of aircraft of the
same model type as the Aircraft, Boeing has provided to Buyer
comprehensive flight training for such aircraft. If requested by
Buyer at least 12 months prior to delivery of the first Aircraft,
Boeing agrees to provide, if required, 1 classroom training class
to acquaint up to 15 of Buyer's personnel with any operational,
systems and performance differences significant to the operation of
the Aircraft, between the first Aircraft scheduled for delivery
pursuant to this Agreement and the last aircraft of the same model
type as the aircraft previously delivered by Boeing to Buyer. Such
course will be scheduled by mutual agreement of Boeing's and
Buyer's flight training organizations.
3. Training Materials.
Any training materials, if required, that are used in Flight
Training shall be provided to Buyer at the conclusion of such
class. No revision service shall be provided for such training
materials.
<PAGE>
4. Training at a Facility Other Than Boeing's.
If seasonably requested, Boeing will conduct the Flight Training
at a mutually acceptable alternate training site, subject to the
following conditions:
4.1 Buyer will be responsible for providing classroom space
acceptable to Boeing, a flight simulator and training equipment
required to present the Boeing courseware.
4.2 Buyer will pay Boeing's then-current per diem charge for
each Boeing instructor for each day, or fraction thereof, such
instructor is away from Seattle, including travel time.
4.3 Buyer will reimburse Boeing for round-trip transportation
for Boeing's flight training instructors and materials between
Seattle and such alternate site.
4.4 Buyer will pay, or reimburse Boeing for, all taxes, fees,
duties, licenses, permits and similar expenses incurred by Boeing
and its employees as a result of Boeing's providing the training at
such alternate site.
4.5 Those portions of the training that require the use of
Boeing's training devices, if any, will be conducted at Boeing-
designated facilities.
<PAGE>
PART D
TECHNICAL DATA AND DOCUMENTS
1. General.
Boeing will furnish to Buyer the data and documents set forth
herein at no additional charge to Buyer, unless otherwise specified
herein. Such data and documents will, where applicable, be
prepared essentially in accordance with the provisions of Revision
33 to Air Transport Association of America Specification No. 100,
dated June 1, 1956, entitled "Specification for Manufacturers'
Technical Data," with the following specific exceptions: The
Illustrated Parts Catalog, will be prepared essentially in
accordance with the provisions of Revision 28. The Overhaul and
Component Maintenance Manuals will be written to the ATA Revision
level established for the airplane model the component was
originally used on. Such data and documents are only intended to
provide Buyer with pertinent information on components, equipment
and installations designed by Boeing for aircraft of the same model
type as the Aircraft. Such data and documents will be in English
and in the units of measure used by Boeing, except as otherwise
specified herein or as may be required to reflect Aircraft
instrumentation.
Digitally-produced data and documents will, where applicable, be
prepared essentially in accordance with the provisions of
Revision 0 of Air Transport Association of America (ATA)
Specification 2100, dated January 1994, entitled "Digital Data
Standards for Aircraft Support."
2. Treatment of Data and Documents.
2.1 The data and documents provided by Boeing under this
Agreement ("Documents") are licensed to Buyer. They contain
confidential, proprietary and/or trade secret information belonging
to Boeing; and Buyer will treat them in confidence and use and
disclose them only for Buyer's own internal purposes as
specifically authorized herein. If Buyer makes copies of any
Documents, the copies will also belong to Boeing and be treated as
Documents under this Agreement. Buyer will preserve all
restrictive legends and proprietary notices on all Documents and
copies.
2.2 All Documents will only be used: (a) for the purpose of
maintenance, repair, or modification of an
<PAGE>
Aircraft or spare part as permitted in the Spare Parts GTA or
Customer Services GTA between Buyer and Boeing, and then only in
connection with an Aircraft or spare part for which the Document
in question is tabulated or identified by Boeing serial number, and
(b) for the purpose of Buyer's own development and manufacture of training
devices for use by Buyer, in connection with the Aircraft.
2.3 Any Document may be provided to Buyer's contractors for
maintenance, repair, or modification of the Aircraft; and Airplane
Flight Manuals, Operations Manuals, Aircraft Maintenance Manuals,
Wiring Diagram Manuals, System Schematics Manuals, Component
Maintenance/Overhaul Manuals and assembly and installation drawings
may be provided to Buyer's contractors for development and
manufacture of training devices for use by Buyer, but in both
cases, only if Buyer's contractor is, at the time of transfer of
Documents, bound by a Boeing Customer Services GTA, or other
appropriate proprietary information protection agreement with
Boeing, applicable to the Documents.
3. Document Formats and Quantities.
The Attachment is provided to record the quantities and formats
of Documents provided to Buyer which are applicable to aircraft
previously delivered by Boeing of the same model type as the
Aircraft. Revisions to such Documents will be provided as
necessary to reflect the configuration, at time of delivery, of the
Aircraft to which this Part applies. Space is provided in the
Attachment for Buyer and Boeing to indicate changes, mutually
agreed upon concurrently with signing this Agreement, in the
quantities and formats of such Documents to be hereinafter
provided.
In the event Boeing determines that revisions would not be
appropriate for any of the Documents described in the Attachment,
Boeing reserves the right to furnish to Buyer, in lieu of such
revisions, a separate publication of such Document for the Aircraft
in the same format and quantity as indicated in the Attachment.
Revision service for such publication shall be the same as for the
Document it replaces.
4. Revision Service.
Further revisions to any such Documents will be provided with
respect to such Aircraft in accordance with the provisions
applicable to such Documents, as set forth in the purchase
agreement or purchase agreement supplement under which Boeing
originally agreed to provide such
<PAGE>
Documents, as such provisions may have been amended by the parties.
5. Supplier Technical Data.
Boeing will continue to maintain the supplier data program
referred to in the purchase agreement or purchase agreement
supplement under which data and documents for Buyer's aircraft of
the same model type as the Aircraft were originally provided to
Buyer. As indicated in such prior purchase agreement or
supplement, the provisions of such supplier data program are not
applicable to items of Buyer Furnished Equipment.
6. Additional Data and Documents.
If Boeing provides data or documents other than Documents which
are not covered by a Boeing Customer Services GTA or other
proprietary information protection agreement between Boeing and
Buyer, all such data and documents will be considered things
delivered under this Agreement and treated as Documents.
7. Buyer's Shipping Address.
Boeing will ship the Documents furnished hereunder to Buyer's
shipping address for data and documents previously provided to
Boeing. Buyer shall promptly notify Boeing of any change to such
address.
<PAGE>
Attachment to
Part D of Exhibit C-3 to
Purchase Agreement No. 1830
WORKSHEET
<TABLE>
<S> <C> <C> <C> <C>
ORIGINAL REVISED
ITEM NAME QUANTITY QUANTITY FORMAT
A. FLIGHT OPERATIONS:
1. Airplane Flight Manual ________ ________ Printed 1 Side
NOTE: An additional copy is
placed aboard each
airplane at delivery
as required by FAR's.
2. Operations Manual and Quick ________ ________ Printed 2 Sides
Reference Handbook
3. Weight and Balance Control ________ ________ Reproduced
and Loading Manual
4. Dispatch Deviation ________ ________ Printed 2 sides
Procedures Guide
5. Flight Crew Training Manual ________ ________ Printed 2 Sides
6. Performance Engineer's Manual ________ ________ Printed 2 Sides
7. Fault Reporting Manual ________ ________ Printed 2 Sides/
8. Jet Transport Performance ________ ________ Printed 2 Sides
Methods
(total quantity - all models)
10. FMC Supplemental Data ________ ________ Printed 2 Sides
11. Operational Performance
Software (OPS)
a. Inflight and Report Programs ________ ________ Digital Magnetic
Tape Diskette, IBM
Compatible:
________ ________ 3.5 Inch (720KB or
1.44MB)
________ ________ 5.25Inch (360KB or
1.2MB)
________ ________ Diskette, Macintosh
3.5 Inch (800KB or
1.4MB)
<PAGE>
b. Airplane Performance ________ ________ Digital Magnetic
Monitoring (APM/HISTRY) Tape Diskette, IBM
Compatible:
________ ________ 3.5 Inch (720KB or
1.44MB)
________ ________ 5.25Inch (360KB or
1.2MB)
________ ________ Diskette, Macintosh
3.5 Inch (800KB or
1.4MB)
B. MAINTENANCE
1. Aircraft Maintenance Manual ________ ________ Printed 2 Sides
________ ________ Printed 1 Side
________ ________ Microfilm, 16mm
Duplicate
________ ________ Microfilm, 16mm
Master
________ ________ Digital Format
2. Wiring Diagram Manual ____1___ ____1___ Full-Size Mylar
Reproducible of any
Wiring Diagram or
Chart on specific
request therefor
____1___ ____1___ Sets of 35mm
Aperture Cards of all Wiring
Diagrams and Charts
________ ________ Standard Printed
Copies of Entire
Manual
________ ________ Standard Printed
Copies of all sections
except EDP portion
________ ________ EDP portion in
Microfilm, 16mm,
Duplicate
<PAGE>
________ ________ EDP portion in
Microfilm, 16mm,
Master
________ ________ Entire Manual,
Microfilm, 16mm,
Duplicate
________ ________ Entire Manual,
Microfilm, 16mm,
Master
________ ________ Digital Format
3. System Schematics Manual ________ ________ Printed 2 Sides
________ ________ Full-Size Mylar
Reproducibles of any
page, upon specific
request therefor
________ ________ 35mm Aperture Cards
________ ________ Schematics, Microfilm,
16mm, Duplicate
________ ________ Microfilm, 16mm,
Master
________ ________ Digital Format
4. Electrical Connectors ________ ________ Printed
Options Document
5. BITE Manual ________ ________ Printed 2 Sides
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
6. FMS BITE Manual ________ ________ Printed 2 Sides
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm,
Master
<PAGE>
7. Fault Isolation Manual ________ ________ Printed 2 Sides or
(if separate)
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm, Master
________ ________ Digital Format
8. Structural Repair Manual ________ ________ Printed 2 Sides
________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm, Master
________ ________ Magnetic Tape
Text (Print File Format)
Illustrations (CGM Format)
9. Component Maintenance/ ________ ________ Printed 2 Sides
Overhaul Manuals
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm, Master
________ ________ Magnetic Tape
Text (Print File Format)
Illustrations (CGM Format)
10. Chapter 20 Standard ________ ________ Printed 2 Sides
Overhaul Practices Manual
(total quantity - all models) ________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm, Master
<PAGE>
11. Chapter 20 Standard Wiring ________ ________ Printed 2 Sides
Practices Manual
(total quantity - all models) ________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm, Master
________ ________ Digital Format
12. Nondestructive Test ________ ________ Printed 2 Sides
Manual
________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm, Master
________ ________ Magnetic Tape
Text (Print File Format)
Illustrations (CGM Format)
13. Service Bulletins ________ ________ Printed 2 Sides
14. Service Bulletins Index ________ ________ Printed 2 Sides
15. Major Assembly and ___1____ ___1____ Set Aperture
Installation Drawings Cards
(one set only at no charge)
16. Corrosion Prevention Manual ________ ________ Printed 2 Sides
________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm, Master
________ ________ Magnetic Tape
Text (Print File Format)
Illustrations (CGM Format)
<PAGE>
17. Power Plant Buildup Manual ________ ________ Printed 2 Sides
________ ________ Microfilm (16mm)
________ ________ Microfilm (Silver
Halide)
18. In-Service Activity Report ________ ________ Printed
19. Significant Service Item ________ ________ Printed
Summary
20. All Operators Letters ________ ________ Printed
21. Service Letters ________ ________ Printed
22. Structural Item Interim ________ ________ Printed
Advisories
23. Maintenance Tips ________ ________ Printed
24. Combined Index ________ ________ Printed
________ ________ Digital Format
25. Production Management Data ________ ________ Digital Format
Base (PMDB)
C. MAINTENANCE PLANNING
1. Maintenance Planning ________ ________ Printed
Data Documents
2. Maintenance Task Cards ________ ________ Printed 1 Side
3. Maintenance Inspection ________ ________ Printed
Intervals Report
(total quantity - all models)
D. SPARES
1. Illustrated Parts Catalog ________ ________ Printed 2 Sides
(select one format only)
________ ________ Printed 1 Side
________ ________ Microfilm (16mm)
________ ________ Microfilm (Silver
Halide)
<PAGE>
2. Standards Books
a. Index ________ ________ Printed 2 Sides
________ ________ Microfilm
b. Parts Standards ________ ________ Printed 2 Sides
________ ________ Microfilm
c. Parts Specifications ________ ________ Printed 2 Sides
________ ________ Microfilm
d. Standards for Repair ________ ________ Printed 2 Sides
________ ________ Microfilm
e. Obsolete Standards ________ ________ Printed 2 Sides
________ ________ Microfilm
f. Commercial Markers ________ ________ Printed 2 Sides
________ ________ Microfilm
g. Commercial Markers 737 ________ ________ Printed 2 Sides
________ ________ Microfilm
h. Passenger Cabin Symbology ________ ________ Printed 2 Sides
(Commercial Placards)
________ ________ Microfilm
i. Process Standards ________ ________ Printed 2 Sides
________ ________ Microfilm
j. Material Standards ________ ________ Printed 2 Sides
________ ________ Microfilm
k. Drafting Standards ________ ________ Printed 2 Sides
Practices
________ ________ Microfilm
l. Specification Support ________ ________ Printed 2 Sides
Standards
________ ________ Microfilm
E. FACILITIES AND EQUIPMENT PLANNING
1. Facilities and Equipment ________ ________ Printed 2 Sides
Planning Document
<PAGE>
2. Special Tool and Ground ________ ________ Sets Aperture
Handling Equipment Drawings Cards
________ ________ Sets Reproducible
________ ________ Sets Black & White
Copies
3. Special Tool and Ground ________ ________ Printed 2 Sides
Handling Equipment Drawings
Index
4. Supplementary Tooling ________ ________ Printed 2 Sides
Documentation
(total quantity - all models)
5. System Test Equipment ________ ________ Printed 1 Side
Document
6. Illustrated Tool and ________ ________ Printed 2 Sides
Equipment List/Manual
________ ________ Printed 1 Side
________ ________ Microfilm, 16mm,
Duplicate
________ ________ Microfilm, 16mm, Master
________ ________ Magnetic Tape
Text (Print File Format)
Illustrations (CGM Format)
7. Airplane Recovery Document ________ ________ Printed 2 Sides
8. Airplane Characteristics for ________ ________ Printed
Airport Planning
9. Crash, Fire and Rescue ________ ________ Printed
Document
10. Engine Handling Document ________ ________ Printed 2 Sides
F. EROPS
Configuration, Maintenance ________ ________ Printed 2 Sides
and Procedures for Extended
Range Operations Document
<PAGE>
G. COMPUTER SOFTWARE DOCUMENTATION FOR AIRBORNE COMPONENTS
Computer Software Index ________ ________ Printed 2 Sides
H. Supplier Technical Data
Product Support Supplier ________ ________ Printed
Directory (total quantity -
all models)
</TABLE>
<PAGE>
PART E
BUYER'S INDEMNIFICATION OF BOEING AND INSURANCE
1. Buyer's Indemnification Of Boeing.
Buyer hereby indemnifies and holds harmless Boeing from and
against all claims and liabilities, including costs and expenses
(including attorneys' fees) incident thereto or incident to
successfully establishing the right to indemnification, for injury
to or death of any person or persons, including employees of Buyer
but not employees of Boeing, or for loss of or damage to any
property, including Aircraft, arising out of or in any way related
to the performance by Boeing of training, services or other
obligations pursuant to this Exhibit C-3, whether or not arising in
tort or occasioned in whole or in part by the negligence of Boeing,
whether active, passive or imputed.
1.1 With regard to training, services and obligations other
than Revenue Service Training, the foregoing indemnification will
not apply to the legal liability to persons or parties other than
Buyer or Buyer's assignees arising out of an accident caused solely
by a product defect in an Aircraft.
1.2 With regard to Revenue Service Training, the foregoing
indemnification will apply to the legal liability to persons or
parties other than Buyer or Buyer's assignees, even if arising out
of an accident caused solely by a product defect in an Aircraft.
2. Buyer's Insurance.
Evidence of insurance will be required 30 days prior to the
scheduled delivery of the first Aircraft. Accordingly, Buyer will
provide certificates of insurance specifically referencing the
Agreement and paragraph 1 of this Part E. In addition to showing
policy number, limits of liability, and effective dates of
coverage, such certificates will contain but not be limited to the
following provisions:
<PAGE>
2.1 Hull All Risk; Hull War & Allied Perils Insurance.
Insurers and/or reinsurers will hold harmless and waive
all rights of subrogation against Boeing for any damages or claims
arising out of these Exhibit C-3 services.
2.2 Aircraft Liability Insurance.
(a) To name Boeing as an additional insured in
connection with the performance by Boeing of training, services, or
other obligations provided under this Exhibit C-3.
(b) To provide that the insurance arranged herein will
be primary and without right of contribution with respect to any
other insurance which may be available for the protection of
Boeing.
(c) To provide that all provisions of the insurance,
except the limits of liability, will operate to give each insured
or additional insured the same protection as if there were a
separate policy issued covering each insured or additional insured.
(d) To provide that no act, omission, breach of any
warranty or condition, or misrepresentation on the part of the
Insured or any other person or party (other than by Boeing) will
void, exclude, minimize, or adversely change this coverage as it
applies to Boeing.
2.3 For Coverages Specified in 2.1 and 2.2.
(a) Acknowledgment that the insurers and/or reinsurers
are aware of and have seen a copy of the Agreement and accept and
insure the risks and indemnity herein to the extent of the coverage
and endorsements as described in this certificate.
(b) To give 30 day written notice of cancellation,
termination or adverse material alteration of the policies (7 day
written notice in the event of War Risk or such lesser period as
may be in effect with prior notice).
(c) That Boeing will not be responsible for payment,
set off, or assessment of any kind of any premiums in connection
with the policies, endorsements or coverages described herein.
<PAGE>
(d) For the purpose of this Part E, "Boeing" is defined
as The Boeing Company, its divisions, subsidiaries, affiliates, the
assignees of each and their respective directors, officers,
employees and agents.
If more than one Aircraft is to be delivered under the Purchase
Agreement, the insurance certificates must reference all Aircraft
when delivered or separate certificates must be supplied for each
Aircraft. The certificates of insurance will be kept current and
valid.
<PAGE>
PART F
Alleviation or Cessation of Performance
Boeing will not be required to provide any services, training, data
or goods at a facility while:
1. a labor stoppage or dispute in progress involving Buyer
exists;
2. wars or warlike operations, riots or insurrections in the
country where such facility is located exist;
3. conditions at such facility which, in the opinion of
Boeing, are detrimental to the general health, welfare or safety of
its personnel and/or their families exist;
4. the United States Government refuses permission to any
Boeing personnel or their families to enter the country where such
facility is located, or recommends that any Boeing personnel or
their families leave such country; or
5. the United States Government refuses Boeing permission to
deliver goods or services to the country where such facility is
located.
Boeing further reserves the right, upon the occurrence of any of
such events, subsequent to the location of Boeing personnel at
Buyer's facility, to immediately and without prior notice relocate
its personnel and their families to a place of Boeing's choosing.
Any delay resulting therefrom will be deemed a delay by mutual
agreement.
<PAGE>
AIRCRAFT PRICE ADJUSTMENT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit D to Purchase Agreement Number 1830
737-600/-700/-800 Aircraft
<PAGE>
PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRCRAFT PRICE ADJUSTMENT
(1994 Base Price)
1. Formula.
The Aircraft Price Adjustment will be determined at the time
of Aircraft delivery in accordance with the following formula:
Pa = (P) (L + M - 1)
Where:
Pa = Aircraft Price Adjustment.
L = .65 x ECI
-----
125.9
M = .35 x ICI
-----
118.5
P = Aircraft Basic Price (as set forth in
Article 3.2 of this Agreement).
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.
<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 125.9 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 118.5 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>
2. If at the time of delivery of an Aircraft Boeing is
unable to determine the Aircraft 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 Aircraft 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 Aircraft 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 Aircraft 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
Aircraft 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 Aircraft Price Adjustment, such values will be used
to determine any increase or decrease in the Aircraft Price
Adjustment from that determined at the time of delivery of such
Aircraft.
<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, 1994, which is consistent with the applicable provisions
of paragraph 1 of this Exhibit D.
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
Aircraft Price Adjustment.
Note: Any rounding of a number, as required under this
Exhibit D with respect to escalation of the Aircraft
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>
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit E to Purchase Agreement Number 1830
<PAGE>
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
Dated June 27, 1995
Relating to
BOEING MODEL 737-600/-700/-800 AIRCRAFT
___________________
This Buyer Furnished Equipment Provisions Document is
Exhibit E to and forms a part of Purchase Agreement No. 1830,
between The Boeing Company (Boeing) and International Lease Finance
Corporation (Buyer) relating to the purchase of Boeing Model 737-
600/-700/-800 aircraft.
<PAGE>
BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT
1. General.
Certain equipment to be installed in the Aircraft is furnished
to Boeing by Buyer at Buyer's expense. This equipment is
designated "Buyer Furnished Equipment" (BFE) and is listed in the
Detail Specification. On or before March 7, 1997, Boeing will
provide to Buyer a BFE Requirements On-Dock/Inventory Document (BFE
Document) or an electronically transmitted BFE Report which may be
periodically revised, setting forth the items, quantities, on-dock
dates and shipping instructions relating to the in sequence
installation of BFE. 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
following BFE items by the following dates:
Galley System *
Seats (passenger) *
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 and cause the supplier to comply with the
provisions of the BFE Document or BFE Report;
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3.1.1 deliver technical data (in English) to Boeing
as required to support installation and FAA certification in
accordance with the schedule provided by Boeing or as mutually
agreed upon during the BFE meeting referred to above;
3.1.2 deliver BFE including production and/or flight
training spares to Boeing in accordance with the quantities and
schedule provided therein; and
3.1.3 deliver appropriate quality assurance
documentation to Boeing as required with each BFE part (D6-56586,
"BFE Product Acceptance Requirements");
3.2 authorize Boeing to discuss all details of the BFE
directly with the BFE suppliers;
3.3 authorize Boeing to conduct or delegate to the supplier
quality source inspection and supplier hardware acceptance of BFE
at the supplier location;
3.3.1 require supplier's reasonable contractual
compliance to Boeing defined source inspection and supplier
delegation programs, including the allowance of access on a non-
interference basis for Boeing resident personnel; and
3.3.2 assure that Boeing identified supplier's
quality systems be approved to Boeing document D1-9000;
3.4 provide necessary field service representation at
Boeing's facilities to support Boeing on all issues related to the
installation and certification of BFE;
3.5 deal directly with all BFE suppliers to obtain overhaul
data, provisioning data, related product support documentation and
any warranty provisions applicable to the BFE;
3.6 work closely with Boeing and the BFE suppliers to resolve
any difficulties, including defective equipment, that arise;
3.7 be responsible for modifying, adjusting and/or
calibrating BFE as required for FAA approval and for all related
expenses;
3.8 warrant that the BFE will meet the requirements of the
Detail Specification; and
<PAGE>
3.9 be responsible for providing equipment which is FAA
certifiable at time of Aircraft delivery, or for obtaining waivers
from the applicable regulatory agency for non-FAA certifiable
equipment.
4. Boeing's Obligations.
Other than as set forth below, Boeing will provide for the
installation of and install the BFE and obtain certification of the
Aircraft with the BFE installed.
5. Nonperformance by Buyer.
If Buyer's nonperformance of obligations in this Exhibit or in
the BFE Document causes a delay in the delivery of the Aircraft or
causes Boeing to perform out-of-sequence or additional work, Buyer
will reimburse Boeing for all resulting expenses and be deemed to
have agreed to any such delay in Aircraft delivery. In addition
Boeing will have the right to:
5.1 provide and install specified equipment or suitable
alternate equipment and increase the price of the Aircraft
accordingly; and/or
5.2 deliver the Aircraft to Buyer without the BFE installed.
6. Return of Equipment.
BFE not installed in the Aircraft will be returned to Buyer in
accordance with Buyer's instructions and at Buyer's expense.
7. Title and Risk of Loss.
Title to and risk of loss of BFE will at all times remain with
Buyer or other owner. Boeing will have only such liability for BFE
as a bailee for mutual benefit would have, but will not be liable
for loss of use.
<PAGE>
8. Indemnification of Boeing.
Except to the extent Boeing indemnifies Buyer in Article
9.6 of the Agreement, Buyer hereby indemnifies and holds harmless
Boeing from and against all claims and liabilities, including costs
and expenses (including attorneys' fees) incident thereto or
incident to successfully establishing the right to indemnification,
for injury to or death of any person or persons, including
employees of Buyer but not employees of Boeing, or for loss of or
damage to any property, including any Aircraft, arising out of or
in any way connected with any nonconformance or defect in any BFE
and whether or not arising in tort or occasioned in whole or in
part by the active, passive or imputed negligence of Boeing. This
indemnity will not apply with respect to any nonconformance or
defect caused solely by Boeing's installation of the BFE.
9. Patent Indemnity.
Buyer hereby indemnifies and holds harmless Boeing from and
against all claims, suits, actions, liabilities, damages and costs
arising out of any actual or alleged infringement of any patent or
other intellectual property rights by BFE or arising out of the
installation, sale or use of BFE by Boeing.
10. Definitions.
For the purposes of the above indemnities, the term "Boeing"
includes The Boeing Company, its divisions, subsidiaries and
affiliates, the assignees of each, and their directors, officers,
employees and agents.
<PAGE>
Attachment A to
Exhibit E
BOEING MODEL 737-600/-700/-800 AIRCRAFT
Item Preliminary On-Dock Dates
November 1997 April 1998 March 1999
737-700 737-800 737-600
Aircraft Aircraft Aircraft
Seats * * *
Galleys * * *
Electronics * * *
Furnishings * * *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
DEFINED TERMS DOCUMENT
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit F to Purchase Agreement Number 1830
<PAGE>
DEFINED TERMS DOCUMENT
Dated June 27, 1995
Relating to
BOEING MODEL 737-600/-700/-800 AIRCRAFT
______________________
This Document is Exhibit F to and forms a part of Purchase
Agreement No. 1830 (Agreement) between The Boeing Company (Boeing)
and International Lease Finance Corporation (Buyer) relating to the
purchase of Boeing Model 737-600/-700/-800 aircraft.
The following is a list of those terms and their definitions
as used and not otherwise defined in this Agreement. Such terms
are identified in the Agreement by the use of an initial capital
letter.
<PAGE>
DEFINED TERMS DOCUMENT
EXHIBIT F TO AGREEMENT NO. 1830
<TABLE>
<S> <C> <C>
TERM DEFINITION FIRST REFERENCE
Advance Payment Base Price Boeing's estimate of the Article 3
Aircraft Price is set
forth in Article 3
Agreement Purchase Agreement Opening paragraph
No. 1830, including of the Agreement
all Exhibits, the detail
Specification,
attachments, letter
agreements and other
written modifications and
amendments thereto.
Aircraft (includes The aircraft described in Article 1, Para. 1
"the", "all", Article 1, Para. 1.1.
"first", "last"
"such", etc.)
Aircraft Basic Price The amount set forth in Article 3, Para.
Article 3, Para. 3.1.4. 3.1.4
Aircraft Price The total amount Buyer is Articles 3, Para.
to pay for an Aircraft 3.1.5
which is described in
Article 3, Para. 3.1.5.
Aircraft Software The computer software Exhibit B, Part D-1
included with the Aircraft Para 1
when the Aircraft is
delivered by Boeing,
described in Exhibit B,
Part D-1, Para. 1.
Airframe Component A component described in Exhibit B Part C
Exhibit B, Part C, Para. Para. 1.1
1.1
Article An Article of the Article 6, Para. 6
Agreement.
Boeing The Seller of the Aircraft Opening paragraph of
identified in the opening the Agreement
paragraph of the Agreement.
<PAGE>
Boeing Warranty Part A of Exhibit B to the Exhibit B, Part A,
Agreement. Para. 1
Buyer The purchaser of the Opening paragraph of
Aircraft identified in the the Agreement
opening paragraph of the
Agreement.
Buyer Furnished Equipment provided by Article 4.2
Equipment or BFE Buyer pursuant to Exhibit
E for installation by
Boeing on the Aircraft.
Buyer Furnished Document provided by Article 13, Para.
Equipment Document Boeing to Buyer defining 13.1
requirements for BFE.
Exhibit E, Para. 1.
Certificate of The certificate issued by Article 8, Para.
Airworthiness the FAA pursuant to Part 8.1.1
21 of the Federal Aviation
Regulations for the type
of Aircraft purchased
under this Agreement as
described in Article 8.
Change Order A change to the Detail Article 7, Para. 7.
Specification, as
described in Article 7,
Para. 7.2.
Covered Component An Airframe Component as Exhibit B Part C
described in Exhibit B, Para. 1.4
Part C, Para. 1.4.
Customer Support Exhibit C to the Article 12, Para.
Document Agreement. 12.5
Customer Support The Boeing services, Article 12, Para.
Services training and other 12.5
obligations described in
Exhibit C to the
Agreement.
Deposit The money paid by Buyer to Article 5, Para. 5.
Boeing as part of the
acceptance of the Aircraft
proposal.
<PAGE>
Detail Specification The Boeing document that Article 1, Para. 1.
describes the
specifications of the
Aircraft modified from
time to time to include
development and Buyer
requested changes.
Development Changes to the basic Article 7, Para. 7.
Change(s) specification that do not
affect price, delivery,
guaranteed weight,
performance or
interchangeability as
described in Article 7,
Para. 7.1.
Disclaimer and The disclaimer and Release Article 12,
Release set forth in Article 12, Para. 12.2
Para. 12.2.
Documents The data and documents Exhibit C, Part D
provided by Boeing under Para. 2
the Agreement.
Economic Price Article 3, Para. 3.1.4. Article 3,
Adjustment Para. 3.1.4
Excusable Delay A delay resulting from any Article 6, Para. 6
of the causes described in
Article 6, Para. 6.1.
Export Certificate A certificate issued by Article 8, Para.
of Airworthiness the FAA as described in 8.1.1
Article 8, Para. 8.1.1.
<PAGE>
FAA The Federal Aviation Article 8, Para.
Administration of the 8.1.1
Department of
Transportation of the
United States, including
the Administrator of the
Federal Aviation
Administration, the
National Transportation
Safety Board and any other
authority or agency of the
Federal Government of the
United States having like
jurisdiction.
Failed Component A component as described Exhibit B Part C
in Exhibit B, Part C, Para. 1.6
Para. 1.6.
Failure Any breakage or defect as Exhibit B Part C
described in Exhibit B, Para. 1.5
Part C, Para. 5.
Federal Aviation The United States Federal Article 8, Para.
Regulations Aviation Regulations and, 8.1.1
if they are redesignated
or discontinued, any
comparable regulations or
parts thereof issued by
the FAA.
Field Service(s) Boeing-provided services Exhibit C, Part B,
as described in Exhibit C, Para. 2
Part B, Para. 2.
Field Service Period The length of time Boeing Exhibit C, Part B,
provides Field Service to Para. 2.1
Buyer as described in
Exhibit C, Part B, Para.
2.1.
Flight Training A planning conference as Exhibit C, Part C,
Planning Conference described in Exhibit C Para. 2
Part C, Para. 2.
<PAGE>
Flight Training The program of flight Exhibit C, Part C,
Program training described in Para. 3
Exhibit C, Part C, Para.
3.
Interface Problem A technical problem Exhibit B, Part G,
attributed to the design Para. 1
characteristics of the
Aircraft or its systems,
as described in Exhibit B,
Part G, Para. 1.
Landing Gear A component as described Exhibit B, Part C
Component in Exhibit B, Part C, Para. 1.2
Para. 1.2.
Maintenance Training A planning conference as Exhibit C, Part A
Planning Conference described in Exhibit C, Para. 2
Part 2, Para. 2.
Maintenance Training The program of training Exhibit C, Part A,
Program described in Exhibit C, Para. 3
Part A, Para. 3.
Major Damage Damage described in Exhibit C, Part C
Exhibit C, Part C, Para. Para. 11.3
11.3.
Manufacturer A change to the Aircraft Article 8, Para.
Change(s) or performance required of 8.2.1
Boeing as described in
Article 8, Para. 8.2.1.
Operator Change(s) A change to the Aircraft Article 8, Para.
described in Article 8, 8.3.1
Para. 8.3.1.
Performance The written guarantees Article 1, Para. 1.
Guarantees regarding the operational
performance of the
Aircraft set forth in the
Agreement or the Detail
Specification.
Policy (Boeing Exhibit B, Part C, Para. Exhibit B, Part C,
Service Life Policy) 2. Para. 2.
<PAGE>
Product Assurance Exhibit B of the Article 12, Para.
Document Agreement. 12.1
Revenue Service Flight Training conducted Exhibit C, Part C,
Training on the Aircraft during Para. 8
revenue service with cargo
and/or passengers on
board, as described in
Exhibit C, Part C,
Para. 8.
Software A listing of components Exhibit C, Part D,
Documentation and equipment referred to Para. 3.3.6
in Exhibit C, Part D,
Para. 3.3.6.
Spare Component A component as described Exhibit B, Part C
in Exhibit B, Part C, Para. 1.3
Para. 1.3.
Special Features Article 3, Para. 3.1.1 Article 3,
Para. 3.1.1
Standard A certificate issued by Article 8, Para.
Airworthiness the FAA, pursuant to Part 8.1.1
Certificate 21 of the Federal Aviation
Regulations as described
in Article 8, Para. 8.1.1.
Target Delivery Date A non binding estimated Article 2, Para. 2
delivery date provided for
Buyer's planning purposes,
described in Article 2.
Taxes The term "Taxes" defined Article 2, Para. 2
in Article 4, Para. 4.1.
Type Certificate A certificate issued by Article 8,
the FAA pursuant to Part Para. 8.1.1
21 of the Federal Aviation
Regulations described in
Article 8, Para. 8.1.1.
Warranty Labor Rate The hourly labor rate Exhibit B, Part B,
defined in Exhibit B, Part Para. 5.3
B, Para. 5.3.
</TABLE>
<PAGE>
1830-1
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 1830-1 to
Purchase Agreement No. 1830 -
Disclosure of Confidential Information
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and International Lease Finance Corporation (Buyer)
relating to Model 737-600/-700/-800 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. Buyer understands that certain commercial and financial
information contained in the documents listed below (Confidential
Documents) is considered by Boeing as confidential.
2. Buyer agrees that it will treat the Confidential Documents and
the information contained therein as confidential and will not,
without the prior written consent of Boeing, disclose such
Confidential Documents or any information contained therein to any
other person or entity except (i) as may be required by applicable
law or governmental regulations, (ii) for financing the Aircraft in
accordance with the provisions of Article 10 of the Agreement or
(iii) for periodic review by Buyer's or Buyer's parent company's
auditors.
3. In connection with any such disclosure or filing of the
Confidential Documents, or the information contained therein
pursuant to any such applicable law or governmental regulation,
Buyer will request and use its best reasonable efforts to obtain
confidential treatment of such Confidential Documents and the
information contained therein. Boeing agrees to cooperate with
Buyer in making and supporting its request for confidential
treatment.
<PAGE>
Schedule of Confidential Documents
1. Letter Agreement No. 6-1162-KRG-1050.
2. Letter Agreement No. 6-1162-KRG-1442.
3. Letter Agreement No. 6-1162-KRG-1443.
4. Letter Agreement No. 6-1162-KRG-1444.
5. Letter Agreement No. 6-1162-KRG-1445.
6. Letter Agreement No. 6-1162-KRG-1446.
7. Letter Agreement No. 6-1162-KRG-1447.
8. Letter Agreement No. 6-1162-KRG-1448.
9. Letter Agreement No. 6-1162-KRG-1449.
10. Letter Agreement No. 6-1162-KRG-1450.
11. Letter Agreement No. 6-1162-KRG-1451.
12. Letter Agreement No. 6-1162-KRG-1452.
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO as of this
date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Attorney-In-Fact__
<PAGE>
1830-2
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 1830-2 to
Purchase Agreement No. 1830 -
Waiver of Aircraft Demonstration Flights
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and International Lease Finance Corporation (Buyer)
relating to Model 737-600/-700/-800 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein,
will have the same meaning as in the Agreement.
Notwithstanding the provisions of paragraph 9.3 of Article 9 of the
Agreement requiring that the Aircraft be test flown prior to
delivery for the purpose of demonstrating to Buyer the functioning
of such Aircraft and its equipment, the parties agree that Buyer
will make best reasonable effort to provide written notice to
Boeing no later than 90 days prior to the scheduled date of
delivery of the Aircraft, that Buyer may waive such flight. With
respect to each Aircraft for which Buyer waives the demonstration
flight, the following provisions will apply:
1. Additional Fuel.
Boeing provides 1,000 gallons of jet fuel to Buyer, at no
charge, at the time of delivery of the Aircraft. In consideration
of the above waiver of the demonstration flight, Boeing further
agrees that promptly after delivery of the Aircraft, Boeing will
provide an amount of jet fuel which, together with the 1,000
gallons of fuel provided above, equals the full capacity for such
Aircraft.
<PAGE>
2. Reimbursement for Correction of Flight Discrepancies.
2.1 Ferry Flight. Except for Aircraft to be used promptly
after delivery for Boeing flight crew training provided to Buyer at
or near Seattle, Washington, Boeing will reimburse Buyer for
Buyer's direct labor costs (as defined below) and the cost of any
material (Correction Costs) required to correct any flight
discrepancy detected by Buyer while the Aircraft is being ferried
from Seattle, Washington, to Buyer's main base. Within 90 days
after the date of such ferry flight Buyer will submit to Boeing's
Director, Warranties, at Renton, Washington, a written itemized
statement describing any such flight discrepancy and indicating the
Correction Costs incurred by Buyer for the correction of such
flight discrepancy.
2.2 Training Flights. If the Aircraft will be used promptly
after its delivery for Boeing flight crew training provided to
Buyer at or near Seattle, Washington, Boeing will, at no charge to
Buyer, correct any flight discrepancy which may be detected by
Buyer during the first two (2) flights flown in support of such
flight crew training.
2.3 Definitions. For purposes of any reimbursement under
this paragraph 2; (i) Buyer's direct labor costs will be determined
using the Warranty Labor Rate in effect between the parties as of
the date such labor is expended, and (ii) flight discrepancies mean
any failure or malfunction of such Aircraft, or the accessories,
equipment, systems and parts installed therein which results from
a defect in such Aircraft, accessories, equipment, systems and
parts or a nonconformance to the Detail Specification for such
Aircraft which was present at the time of delivery of the Aircraft
to Buyer and which, if detected during a Boeing predelivery
demonstration flight, would have been reported in the pilot's
flight discrepancy report and would have been corrected by Boeing
prior to the delivery of such Aircraft to Buyer.
<PAGE>
3. Return of Aircraft.
Any flight discrepancy, as defined in paragraph 2, detected by
Buyer during the ferry flight of any Aircraft, which requires the
return of such Aircraft to Boeing's facilities at Seattle,
Washington, will be corrected by Boeing at no charge to Buyer.
Boeing further agrees, at no charge to Buyer, to re-fuel such
Aircraft back to the amount of fuel provided per the provisions of
paragraph 1. Boeing and Buyer agree that title to and risk of loss
of such Aircraft will at all times remain with Buyer and that
Boeing will have such responsibility for such Aircraft while it is
on the ground at Boeing's Seattle, Washington, facilities as is
chargeable by law to a bailee for mutual benefit, but Boeing will
not be chargeable for loss of use.
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO as of this
date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
<PAGE>
1830-3
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 1830-3 to
Purchase Agreement No. 1830 -
Seller Purchased Equipment
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and International Lease Finance Corporation (Buyer)
relating to Model 737-600/-700/-800 aircraft (the Aircraft).
For purposes of this Letter Agreement the following definitions
apply:
Seller Purchased Equipment (SPE) is Buyer Furnished Equipment (BFE)
that Boeing purchases for Buyer.
Developmental Buyer Furnished Equipment (DBFE) is all BFE not
previously certified for installation on the same model aircraft.
Developmental Seller Purchased Equipment (DSPE) is DBFE which is
converted to SPE. This Letter Agreement does not include avionics
DBFE.
All other terms used herein and in the Agreement, and not defined
above, will have the same meaning as in the Agreement.
Buyer has requested that Boeing purchase as SPE the BFE which have
been changed to SPE by Change Request. Such changes to SPE from
BFE do not include galleys and seats. In accordance with Buyer's
request, Boeing will purchase the SPE, subject to the following
terms and conditions:
<PAGE>
1. Price.
Advance Payments. An estimated SPE price will be included in
the Aircraft Advance Payment Base Price for the purpose of
establishing the advance payments for each Aircraft.
Aircraft Price. The Aircraft Price will be adjusted to
reflect (i) the actual costs charged Boeing by the SPE suppliers,
(ii) a handling fee of 10% of such costs and (iii) transportation
charges. If all DBFE, other than avionics, is converted to SPE,
Boeing will waive the handling fee for all SPE.
2. Responsibilities.
2.1 Buyer is responsible for:
(i) selecting SPE suppliers in a timely manner;
(ii) selecting a FAA certifiable part;
(iii) providing to Boeing the SPE part
specification/Buyer requirements.
2.2. Boeing is responsible for:
(i) placing and managing the purchase order with the
supplier;
(ii) coordinating with the suppliers on technical
issues;
(iii) ensuring that the delivered SPE complies with the
part specification/Buyer requirements;
(iv) obtaining certification of the Aircraft with the
SPE installed, and
(v) obtaining for Buyer the supplier's standard
warranty for the SPE. SPE is deemed to be BFE for purposes of
Exhibit B, the Product Assurance Document, of the Agreement.
<PAGE>
3. Changes.
After this Letter Agreement is signed, changes to SPE can only
be made by and between Boeing and the suppliers. Buyer's contacts
with SPE suppliers relating to design (including selection of
materials and colors), weights, prices or schedules are for
informational purposes only. If Buyer wants changes made to any of
the above, requests should be made directly to Boeing for
processing with the supplier.
4. Proprietary Rights.
Boeing's obligation to purchase SPE will not impose upon
Boeing any obligation to compensate Buyer or any supplier for any
proprietary rights Buyer may have in the design of the SPE.
5. Remedies.
If Buyer does not comply with the obligations above, but not
before Boeing gives 14 days written notice to Buyer of such
noncompliance Boeing may:
(i) delay delivery of the Aircraft;
(ii) increase the Aircraft Price by the amount of Boeing's
additional costs attributable to such noncompliance;
(iii) deliver the Aircraft without installing the SPE,
(iv) substitute a comparable part and invoice Buyer for the
cost.
6. Buyer's Indemnification of Boeing.
Buyer will indemnify and hold harmless Boeing from and against
all claims and liabilities, including costs and expenses (including
attorneys' fees) incident thereto or incident to successfully
establishing the right to indemnification, for injury to or death
of any person or persons, including employees of Buyer but not
employees of Boeing, or for loss of or damage to any property,
including any Aircraft, arising out of or in any way connected with
any nonconformance or defect in any SPE and whether or not arising
in tort or occasioned in whole or in part by the negligence of
Boeing, whether active, passive or imputed. This
<PAGE>
indemnity will not apply with respect to any nonconformance or defect
caused solely by Boeing's installation of the SPE.
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO as of this
Date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
<PAGE>
1830-4
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 1830-4 to
Purchase Agreement No. 1830 -
Spare Parts Support for Flight Training
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and International Lease Finance Corporation (Buyer)
relating to Model 737-600/-700/-800 aircraft (the Aircraft).
The following spare parts support for flight training is fully
assignable by Buyer.
All terms used herein and in the Agreement, and not defined herein,
will have the same meaning as in the Agreement.
For purposes of this Letter Agreement the following definitions
apply:
Flight Crew Training is flight training under Exhibit C of the
Agreement using Boeing facilities occurring immediately after
delivery.
Removed Parts are parts removed from an Aircraft during Flight Crew
Training.
Replacement Parts are parts taken from Boeing inventory and
installed in an Aircraft because no Standby Spare Parts are
available.
Standby Spare Parts are spare parts which are owned by Buyer and
located at Buyer's designated storage area at Boeing to support
Flight Crew Training.
Training Aircraft are the aircraft used for Flight Crew Training.
If parts fail during Flight Crew Training, Boeing will require
spare parts. In support of this requirement, Buyer will provide to
Boeing certain Standby Spare
<PAGE>
Parts in accordance with the following terms and conditions.
1. Provision of Spare Parts.
1.1 Boeing will provide normal line maintenance for any
Aircraft used for Flight Crew Training. As part of such normal
line maintenance Boeing will, at no charge, provide expendable
spare parts required for the normal maintenance of any Training
Aircraft. Such spare parts will include low cost Boeing
proprietary items, nonrepairable items, low cost vendor items and
standards.
1.2 Buyer will provide the Standby Spare Parts listed in the
Boeing BFE Requirements On-Dock/Inventory Document. The attachment
to this Letter Agreement sets forth a general listing of the types
and approximate numbers of the Standby Spare Parts required. This
list including part numbers, exact quantities and on-dock dates
will be established during the provisioning meeting described in
the GTA Supplement.
1.3 In order to prevent extended downtime on the Training
Aircraft, if parts other than those discussed above fail, Boeing
will attempt to provide Replacement Parts for any such failed
parts. If Boeing is unable to provide Replacement Parts, Buyer
will be responsible for providing replacement parts. Delivery to
Buyer of Replacement Parts will occur when the Replacement Parts
are installed on the Aircraft. All terms and conditions of the
GTA, including those related to price and payment which are not
inconsistent with the provisions of this Letter Agreement, will
apply to Boeing's sale of any Replacement Part to Buyer.
2. Disposition of Parts.
2.1 With respect to Removed Parts, Boeing may:
(i) repair such Removed Parts, at no charge to Buyer,
and either retain such Removed Parts as Standby Spare Parts or
return such Removed Parts to Buyer, at Buyer's expense; or
(ii) return the Removed Parts to Buyer at Buyer's
expense; or
<PAGE>
(iii) return the Removed Parts to the manufacturer
thereof for repair or replacement under such manufacturer's
warranty. (Upon Boeing's receipt of the repaired Removed Parts or
the replacements therefor, Boeing may retain such Removed Parts or
their replacements as Standby Spare Parts or return such Removed
Parts or their replacements to Buyer, at Buyer's expense).
2.2 Any return to Buyer of Removed Parts, or replacements
therefor, will be accomplished in accordance with any written
instructions from Buyer received by Boeing prior to such return.
3. Redelivery of Standby Spare Parts.
Standby Spare Parts not installed in an Aircraft during Flight
Crew Training will be redelivered to Buyer on board the last
Aircraft delivered to Buyer under the Agreement or, upon mutual
agreement, at an earlier time. All Standby Spare Parts furnished
by Buyer and not incorporated in an Aircraft shall be returned to
Buyer in as good condition as when received by Boeing as Standby
Spare Parts, reasonable wear and tear excepted.
4. Non-performance by Buyer.
If Buyer's nonperformance of obligations in this Letter
Agreement causes a delay in the Flight Crew Training, Buyer will
reimburse Boeing for any reasonable resulting expenses and be
deemed to have agreed to any such delay in Flight Crew Training.
In addition Boeing, with timely notice, will have the right to:
(i) purchase Standby Spare Parts and invoice Buyer for the
price of such Parts and for any necessary adjustment and
calibration of such Parts;
(ii) cancel or reschedule the Flight Crew Training.
5. Buyer Warranty.
Buyer warrants that the Standby Spare Parts will meet the
requirements of the Detail Specification and be in a condition to
pass Boeing's receival inspection and functional test and if not in
a new condition, will
<PAGE>
have a Serviceable Parts Tag from the appropriate regulatory agency
attached thereto.
6. Title and Risk of Loss.
Title to and risk of loss of any Standby Spare Parts or
Removed Parts will remain with Buyer. Boeing will have only such
liability for Standby Spare Parts and Removed Parts as a bailee for
mutual benefit would have, but will not be liable for loss of use.
For Replacement Parts, title will transfer to Buyer at the time
such part is installed in the Aircraft.
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO this
date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
Attachment
<PAGE>
Attachment to
Letter Agreement No. 1830-4
STANDBY SPARE PARTS
The following notations, used in the list of Standby Spare Parts
set forth in this Attachment, will have the meanings indicated
below:
(1) Training Spare Parts, in the indicated amounts, are required
only if Flight Crew Training will be provided at Boeing's
facilities at or near Seattle, Washington.
(2) Part numbers and/or dash numbers may vary with configuration
of the Aircraft and/or Buyer's choice of vendor.
(3) Quantity of wheels, tires and brakes required as Training
Spare Parts may vary with configuration of the Aircraft and/or
Buyer's choice of vendors.
(4) Optional Electronics: Parts to be included in the event
Buyer's aircraft are so equipped.
SP Same Part: The Production Spare Part will be retained by
Boeing and used as a Training Spare Part.
AR As Required: The number required will depend upon the amount
of training involved.
<PAGE>
Standby Spare Parts
Quantity Required
Part Number (2) Nomenclature Production Training(1) Total
Electronics
Flight Management Computer 0 1 1
Fuel Summation Unit 0 1 1
DADC 0 1 1
HSI/EHSI 0 1 1
ADI/EADI 0 1 1
DME Interrogator Unit 1 SP 1
VHF Comm Transceivers 1 SP 1
VHF Nav Unit 1 SP 1
ATC Transponder 1 SP 1
VHF Comm Cont. Panel 1 0 1
VHF Nav. Cont. Panel 1 0 1
ATC Control Panel 1 0 1
Radio Alt. R/T Unit 1 0 1
Radio Alt. Indicator 1 0 1
Weather Radar R/T Unit 1 0 1
Weather Radar Indicator 1 0 1
Flight Recorder 1 0 1
Interphone Cont. Panel 3 0 3
Pass. Add. Tape Reproducer 1 0 1
Optional Electronics(4)
HF Comm Transceiver 1 0 1
HF Comm Control Panel 1 0 1
INS Nav Unit 1 0 1
INS Mode Select Panel 1 0 1
INS Control/Display Unit 1 0 1
Systems
Indicator Pressure Ratio 0 1 1
TAT Indicator 0 1 1
Tach N2 Indicator 0 1 1
Indicator Tach No. 1 0 1 1
E.G.T. Indicator 0 1 1
Wheels, Tires and Brakes(3)
Main Wheel 0 AR AR
Nose Wheel 0 AR AR
Brakes 0 AR AR
Nose Tires 0 AR AR
Main Tires 0 AR AR
Engines
Ignition Exciter 0 1 1
Igniter Plug 0 2 2
<PAGE>
1830-5
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 1830-5 to
Purchase Agreement No. 1830 -
Promotional Support
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 dated as
of even date herewith (the Agreement) between The Boeing Company
(Boeing) and International Lease Finance Corporation (Buyer)
relating to Model 737-600/-700/-800 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. Planning Meeting.
Boeing will assist Buyer in the introduction of the Aircraft
by providing to Buyer certain promotional support. At a mutually
agreed time and location, Boeing Airline Promotion will meet with
Buyer's designated representatives to discuss the extent, selection
and scheduling of the promotional support to be provided.
2. Support Level.
Boeing will make available to Buyer *
per Aircraft for Buyer's promotional programs including
marketing research; tourism development consultation;
corporate/promotion identity consultation; support for video tape,
film or still photography requirements; planning, design,
production and management of promotion programs based on Buyer's
marketing requirements and for advertising campaigns relating to
Buyer's introduction and operation of the Aircraft.
Boeing's obligation to provide the support will commence at the
time the purchase of the Aircraft becomes firm (not subject to
cancellation by either party) and will terminate upon delivery of
the last
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Aircraft to Buyer. There will be no cash payments or
other promotional support in lieu thereof.
3. Additional Support.
Additional promotional support may be provided by Boeing
subject to the parties reaching mutual agreement as to the type of
services, timing and price.
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO this
Date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
<PAGE>
1830-6
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Letter Agreement No. 1830-6 to
Purchase Agreement No. 1830 - Configuration Decision
Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 aircraft (the Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Agreements.
Certain of the Change Requests (CR) contained in Documents D6-
38956, D6-38957 and D6-38958 and listed in Attachment A, B and C,
respectively, to this Letter Agreement are in an "Open" category
(Open CR) and are available for acceptance by Buyer until *
for Attachment A (737-600), * for
Attachment B (737-700) and * for Attachment C (737-
800). These dates are subject to change if Buyer and Boeing agree
to substitute or add an aircraft of a certain model earlier than
originally contracted by the Agreement. Boeing will promptly
provide Buyer with revised acceptance dates resulting from such an
event.
The Open CR's are in an "Open" category because additional time is
required for Buyer to make a decision to accept or reject. Buyer's
acceptance shall be by written notice given to Boeing on or before
the dates shown. Boeing's offer with regard to any Open CR not so
accepted by such date shall be deemed cancelled and withdrawn
unless on an individual CR basis a new acceptance date is agreed to
by Buyer and Boeing.
At time of acceptance of the Open CR's the Agreement will be
revised to incorporate the effects of such accepted change requests
on, but not limited to, the Basic Aircraft Price and the Advance
Payment Base Price.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Very truly yours,
THE BOEING COMPANY
By: __/s/ Kenneth R. Geisen__
Its: __Attorney-In-Fact__
ACCEPTED AND AGREED TO this
Date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By: __/s/ Steven R. Adams__
Its: __Vice President__
<PAGE>
Attachment A to
Letter Agreement No. 1830-6
MODEL 737-600 AIRCRAFT
*
CR / TITLE PRICE
------------------------------------------------------------------
0220CH3310 *
JOINT AVIATION AUTHORITIES VALIDATION
REQUIREMENTS - MODEL 737 AIRPLANE
0221CG3017 *
CATEGORY IIIA (50 FOOT DECISION HEIGHT)
AUTOMATIC APPROACH AND LANDING - FAA
0310CH3400 *
WEIGHT COLLECTOR: MAXIMUM TAXI WEIGHT OF
144,000 POUNDS, MAXIMUM LANDING WEIGHT OF
120,500 POUNDS, AND MAXIMUM ZERO FUEL
WEIGHT OF 113,500 POUNDS
2311CH3366 *
HF COMMUNICATIONS - BFE ROCKWELL
INTERNATIONAL CORP - ARINC 716 SINGLE
SYSTEM WITH COMPLETE PROVISIONS FOR SECOND
SYSTEM - 737-600
2334CG3213 *
AUDIO ENTERTAINMENT SYSTEM - INSTALLATION -
BFE MATSUSHITA
2334CH3241 *
AUDIO ENTERTAINMENT SYSTEM - BFE SONY TRANS
COM FOUR DECK COMPACT DISK REPRODUCER - P/N
980-9900-001
2433CG3137 *
STANDBY POWER - 60-MINUTE CAPABILITY
2433CH3148 *
STANDBY POWER - 60-MINUTE CAPABILITY -
PARTIAL PROVISIONS
2520CH3653 *
INTERIOR ARRANGEMENT - 737-600 - 132
PASSENGER TOURIST CLASS
2910CG3093 *
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - ABEX 10-62167-2
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3040CG3040 *
FLIGHT COMPARTMENT HEATING - NO. 3 WINDOWS
3162CG3018 *
ENHANCED MACH AIRSPEED DISPLAY
3421CH3061 *
INERTIAL REFERENCE SYSTEM (IRS) - MODE
SELECT UNIT INSTALLATION - BOEING
COMMERCIAL AIRPLANES P/N 69-73713-17
3458CH3097 *
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - PARTIAL PROVISIONS FOR
737-600
3458CH3100 *
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - HONEYWELL - (SUPPLEMENTAL
NAVIGATION CERTIFICATION) FOR 737-600
3461CH3503 *
FLIGHT MANAGEMENT SYSTEM - DUAL FLIGHT
MANAGEMENT COMPUTER OPERATION - DEACTIVATED
5260CH3051 *
FORWARD AIRSTAIRS - PARTIAL PROVISIONS
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Attachment B to
Letter Agreement No. 1830-6
MODEL 737-700 AIRCRAFT
*
CR / TITLE PRICE
------------------------------------------------------------------
0220CH3310 *
JOINT AVIATION AUTHORITIES VALIDATION
REQUIREMENTS - MODEL 737 AIRPLANE
0221CG3017 *
CATEGORY IIIA (50 FOOT DECISION HEIGHT)
AUTOMATIC APPROACH AND LANDING - FAA
0310CH3399 *
WEIGHT COLLECTOR: MAXIMUM TAXI WEIGHT OF
144,000 POUNDS, MAXIMUM LANDING WEIGHT OF
120,500 POUNDS, AND MAXIMUM ZERO FUEL
WEIGHT OF 128,000 POUNDS
2311CH3367 *
HF COMMUNICATIONS - BFE ROCKWELL
INTERNATIONAL CORP - ARINC 716 SINGLE
SYSTEM WITH COMPLETE PROVISIONS FOR SECOND
SYSTEM - 737-700
2334CG3214 *
AUDIO ENTERTAINMENT SYSTEM - INSTALLATION -
BFE MATSUSHITA
2334CH3241 *
AUDIO ENTERTAINMENT SYSTEM - BFE SONY TRANS
COM FOUR DECK COMPACT DISK REPRODUCER - P/N
980-9900-001
2433CG3137 *
STANDBY POWER - 60-MINUTE CAPABILITY
2433CH3148 *
STANDBY POWER - 60-MINUTE CAPABILITY -
PARTIAL PROVISIONS
2520CH3651 *
INTERIOR ARRANGEMENT - 737-700 - 148
PASSENGER TOURIST CLASS
2910CG3093 *
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - ABEX 10-62167-2
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3040CG3040 *
FLIGHT COMPARTMENT HEATING - NO. 3 WINDOWS
3162CG3018 *
ENHANCED MACH AIRSPEED DISPLAY
3421CH3061 *
INERTIAL REFERENCE SYSTEM (IRS) - MODE
SELECT UNIT INSTALLATION - BOEING
COMMERCIAL AIRPLANES P/N 69-73713-17
3458CH3098 *
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - PARTIAL PROVISIONS FOR
737-700
3458CH3101 *
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - HONEYWELL - (SUPPLEMENTAL
NAVIGATION CERTIFICATION) FOR 737-700
3461CH3503 *
FLIGHT MANAGEMENT SYSTEM - DUAL FLIGHT
MANAGEMENT COMPUTER OPERATION - DEACTIVATED
5260CH3051 *
FORWARD AIRSTAIRS - PARTIAL PROVISIONS
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Attachment C to
Letter Agreement No. 1830-6
MODEL 737-800 AIRCRAFT
*
CR / TITLE PRICE
------------------------------------------------------------------
0220CH3310 *
JOINT AVIATION AUTHORITIES VALIDATION
REQUIREMENTS - MODEL 737 AIRPLANE
0221CG3017 *
CATEGORY IIIA (50 FOOT DECISION HEIGHT)
AUTOMATIC APPROACH AND LANDING - FAA
0310CH3398 *
WEIGHT COLLECTOR: MAXIMUM TAXI WEIGHT OF
173,000 POUNDS, MAXIMUM LANDING WEIGHT OF
144,000 POUNDS, AND MAXIMUM ZERO FUEL
WEIGHT OF 136,000 POUNDS
2311CH3368 *
HF COMMUNICATIONS - BFE ROCKWELL
INTERNATIONAL CORP - ARINC 716 SINGLE
SYSTEM WITH COMPLETE PROVISIONS FOR SECOND
SYSTEM - 737-800
2334CG3215 *
AUDIO ENTERTAINMENT SYSTEM - INSTALLATION -
BFE MATSUSHITA
2334CH3241 *
AUDIO ENTERTAINMENT SYSTEM - BFE SONY TRANS
COM FOUR DECK COMPACT DISK REPRODUCER - P/N
980-9900-001
2433CG3137 *
STANDBY POWER - 60-MINUTE CAPABILITY
2433CH3148 *
STANDBY POWER - 60-MINUTE CAPABILITY -
PARTIAL PROVISIONS
2520CH3652 *
INTERIOR ARRANGEMENT - 737-800 - 186
PASSENGER TOURIST CLASS
2910CG3093 *
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - ABEX 10-62167-2
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3040CG3040 *
FLIGHT COMPARTMENT HEATING - NO. 3 WINDOWS
3162CG3018 *
ENHANCED MACH AIRSPEED DISPLAY
3421CH3061 *
INERTIAL REFERENCE SYSTEM (IRS) - MODE
SELECT UNIT INSTALLATION - BOEING
COMMERCIAL AIRPLANES P/N 69-73713-17
3458CH3099 *
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - PARTIAL PROVISIONS FOR
737-800
3458CH3102 *
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - HONEYWELL - (SUPPLEMENTAL
NAVIGATION CERTIFICATION) FOR 737-800
3461CH3503 *
FLIGHT MANAGEMENT SYSTEM - DUAL FLIGHT
MANAGEMENT COMPUTER OPERATION - DEACTIVATED
5260CH3051 *
FORWARD AIRSTAIRS - PARTIAL PROVISIONS
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
6-1162-KRG-1050
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90007
Subject: Letter Agreement No. 6-1162-KRG-1050 to
Purchase Agreement No. 1830 -
Aircraft Performance Guarantees
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 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
Attachments A, B, and C. Such guarantees are exclusive and will
expire upon delivery of the Aircraft to Buyer.
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, disclose
this Letter Agreement or any information contained herein to any
other person or entity except as provided in Letter Agreement
1830-1.
<PAGE>
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO as of this
date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
Attachments
<PAGE>
Attachment A to Letter
No. 6-1162-KGR-1050
MODEL 737-600 PERFORMANCE GUARANTEES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
<PAGE>
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the
"Performance Guarantees") are applicable to the
737-600 Aircraft equipped with Boeing furnished
CFM56-7 Series engines.
2 FLIGHT PERFORMANCE
2.1 Cruise Specific Air Range
The cruise specific air range at a gross weight of
* pounds on a standard day, at an altitude
of * feet, at * Mach number and using not
more than maximum cruise thrust, shall not be less
than the following guarantee value:
NOMINAL: * NAM/Pound
TOLERANCE: * NAM/Pound
GUARANTEE: * NAM/Pound
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed
not to exceed *.
4 AIRCRAFT CONFIGURATION
4.1 The guarantees contained in this Attachment are based
on the Aircraft configuration as defined in the
original release of Detail Specification
D6-38808-19 (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, and/or weight and
balance of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of
compliance with the guarantees.
4.2 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.
(2) The difference between the component weight
allowances given in Appendix IV of the Detail
Specification and the actual weights.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the
ICAO International Standard Atmosphere (ISA) and
specified variations therefrom; altitudes are
pressure altitudes.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
5.2 The FAA Regulations (FAR) referred to in this
Attachment are, unless otherwise specified, defined
to be the 737-500 Certification Basis regulations
specified in the Type Certificate Data Sheet A16WE,
Revision 16, dated February 12, 1990 except where
superseded by the NPRM 93-8 proposal, dated July 8,
1993.
5.3 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 5.2, 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.
5.4 The cruise specific air range guarantee includes 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 50
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 8.35 pounds per square inch at higher
altitudes, with a nominal Aircraft cabin ventilation rate of
1,900 cubic feet per minute including passenger cabin
recirculation (nominal recirculation is 40 percent). The
APU is turned off unless otherwise specified.
5.5 The cruise specific air range guarantee is based on H43.5" x 16"-21"
tires, an Aircraft center of gravity location, as determined by
Boeing, not to be aft of 27 percent of the mean aerodynamic chord,
and on a fuel Lower Heating Value (LHV) of 18,580 BTU per pound.
<PAGE>
6 GUARANTEE COMPLIANCE
6.1 Compliance with the guarantees of Sections 2 and 3 shall be based on
the conditions specified in those sections, the Aircraft
configuration of Section 4 and the guarantee conditions of
Section 5.
6.2 Compliance with the cruise specific air range 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.
6.3 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.
6.4 Compliance with the Manufacturer's Empty Weight guarantee shall be
based on information in the "Weight and Balance Control and
Loading Manual - Aircraft Report."
6.5 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.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those
set forth in this Attachment.
<PAGE>
Attachment B to Letter Agreement
No. 6-1162-KRG-1050
MODEL 737-700 PERFORMANCE GUARANTEES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
<PAGE>
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the
"Performance Guarantees") are applicable to the
737-700 Aircraft equipped with Boeing furnished
CFM56-7 Series engines.
2 FLIGHT PERFORMANCE
2.1 Cruise Specific Air Range
The cruise specific air range at a gross weight of
* pounds on a standard day, at an altitude
of * feet, at * Mach number and using not
more than maximum cruise thrust, shall not be less
than the following guarantee value:
NOMINAL: * NAM/Pound
TOLERANCE: * NAM/Pound
GUARANTEE: * NAM/Pound
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed
not to exceed *.
4 AIRCRAFT CONFIGURATION
4.1 The guarantees contained in this Attachment are based
on the Aircraft configuration as defined in the
original release of Detail Specification D6-38808-4
(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, and/or weight and balance of the Aircraft.
Such adjustment shall be accounted for by Boeing in its evidence of
compliance with the guarantees.
4.2 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.
(2) The difference between the component weight
allowances given in Appendix IV of the Detail
Specification and the actual weights.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and specified variations therefrom;
altitudes are pressure altitudes.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
5.2 The FAA Regulations (FAR) referred to in this Attachment are,
unless otherwise specified, defined to be the 737-500
Certification Basis regulations specified in the Type
Certificate Data Sheet A16WE, Revision 16, dated February
12, 1990 except where superseded by the NPRM 93-8 proposal,
dated July 8, 1993.
5.3 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 5.2, 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.
5.4 The cruise specific air range guarantee includes 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 50
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 8.35 pounds per square inch at higher
altitudes, with a nominal Aircraft cabin ventilation rate of
2,200 cubic feet per minute including passenger cabin
recirculation (nominal recirculation is 33 percent). The
APU is turned off unless otherwise specified.
5.5 The cruise specific air range guarantee is based on H43.5" x 16"-21"
tires, an Aircraft center of gravity location, as determined by
Boeing, not to be aft of 24 percent of the mean aerodynamic chord,
and on a fuel Lower Heating Value (LHV) of 18,580 BTU per pound.
<PAGE>
6 GUARANTEE COMPLIANCE
6.1 Compliance with the guarantees of Sections 2 and 3 shall be based on
the conditions specified in those sections, the Aircraft
configuration of Section 4 and the guarantee conditions of
Section 5.
6.2 Compliance with the cruise specific air range 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.
6.3 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.
6.4 Compliance with the Manufacturer's Empty Weight guarantee shall be
based on information in the "Weight and Balance Control and
Loading Manual - Aircraft Report."
6.5 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.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those
set forth in this Attachment.
<PAGE>
Attachment C to Letter
No. 6-1162-KRG-1050
MODEL 737-800 PERFORMANCE GUARANTEES
SECTION CONTENTS
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
<PAGE>
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the
"Performance Guarantees") are applicable to the
737-800 Aircraft equipped with Boeing furnished
CFM56-7 Series engines.
2 FLIGHT PERFORMANCE
2.1 Cruise Specific Air Range
The cruise specific air range at a gross weight of
* pounds on a standard day, at an altitude
of * feet, at * Mach number and using not
more than maximum cruise thrust, shall not be less
than the following guarantee value:
NOMINAL: * NAM/Pound
TOLERANCE: * NAM/Pound
GUARANTEE: * NAM/Pound
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3 MANUFACTURER'S EMPTY WEIGHT
The Manufacturer's Empty Weight (MEW) is guaranteed not to exceed
*.
4 AIRCRAFT CONFIGURATION
4.1 The guarantees contained in this Attachment are based
on the Aircraft configuration as defined in the
original release of Detail Specification
D6-38808-18 (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, and/or weight and
balance of the Aircraft. Such adjustment shall be
accounted for by Boeing in its evidence of
compliance with the guarantees.
4.2 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.
(2) The difference between the component weight
allowances given in Appendix IV of the Detail
Specification and the actual weights.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the ICAO International
Standard Atmosphere (ISA) and specified variations therefrom;
altitudes are pressure altitudes.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
5.2 The FAA Regulations (FAR) referred to in this Attachment are, unless
otherwise specified, defined to be the 737-500 Certification Basis
regulations specified in the Type Certificate Data Sheet A16WE,
Revision 16, dated February 12, 1990 except where superseded by
the NPRM 93-8 proposal, dated July 8, 1993.
5.3 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 5.2, 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.
5.4 The cruise specific air range guarantee includes 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 50
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 8.35 pounds per square inch at higher
altitudes, with a nominal Aircraft cabin ventilation rate of
3,300 cubic feet per minute including passenger cabin
recirculation (nominal recirculation is 47 percent). The
APU is turned off unless otherwise specified.
5.6 The cruise specific air range guarantee is based on H44.5" x
16.5"-21" tires, an Aircraft center of gravity location, as
determined by Boeing, not to be aft of 28 percent of the mean
aerodynamic chord, and on a fuel Lower Heating Value (LHV) of
18,580 BTU per pound.
<PAGE>
6 GUARANTEE COMPLIANCE
6.1 Compliance with the guarantees of Sections 2 and 3 shall be based
on the conditions specified in those sections, the Aircraft
configuration of Section 4 and the guarantee conditions of
Section 5.
6.2 Compliance with the cruise specific air range 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.
6.3 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.
6.4 Compliance with the Manufacturer's Empty Weight guarantee shall be
based on information in the "Weight and Balance Control and
Loading Manual - Aircraft Report."
6.5 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.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are those
set forth in this Attachment.
<PAGE>
6-1162-KRG-1442
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90007
Subject: Letter Agreement No. 6-1162-KRG-1442 to
Purchase Agreement No. 1830 -
Certain Contractual Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 aircraft (the Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Agreement.
1. Simultaneous Execution of Purchase Agreements.
Considerations provided to Buyer by Boeing for the Aircraft
are conditioned upon simultaneous execution of the Agreement and
Purchase Agreement No. 1829, as amended. Purchase Agreement No.
1829 between Buyer and Boeing relates to certain 737-300/-400/-500
aircraft.
2. Credit Memoranda.
2.1 Aircraft Credit - Aircraft. In consideration of the
purchase of the Aircraft, Boeing will issue a credit memorandum for
each Aircraft at the time of delivery in an amount determined by
*
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
2.2 *
2.3 Application of Credit Memoranda. Such credit memoranda
may be utilized by Buyer for the purchase of * or applied
against the balance of the purchase price of the Aircraft for which
such credit is issued, * but may not be used
for the purchase of other aircraft or application against advance
payments for any Aircraft.
2.4 Engine Thrust Changes. If Buyer elects to increase or
decrease the engine thrust of any of the Aircraft prior to delivery
*
2.5 *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
*
3. Cooperative Marketing Agreement.
It is recognized by Boeing and Buyer that Buyer may, from time
to time, require assistance from Boeing in product-related areas
such as sales presentations, route analysis and similar activities
in order to successfully market the Aircraft. Boeing agrees to
cooperate with Buyer in the above-mentioned activities for the
period commencing on the date of execution of the Purchase
Agreement and ending on the later of December 31, 2004, or at
delivery of the last Aircraft, unless earlier termination is
mutually agreed. Boeing further agrees to meet with Buyer from
time to time during such period to review sales campaigns of mutual
interest.
The above cooperative marketing agreement is subject to the
following conditions:
(i) All financial transactions and any lease-related
incentives to be provided by Buyer to its lessees shall be the sole
responsibility of Buyer and Boeing's financial commitments in
support of any transaction involving any Aircraft shall be limited
to the business arrangements between Boeing and Buyer set forth in
the Purchase Agreement for any such Aircraft unless otherwise
specifically agreed to by Boeing and Buyer and included in the
Purchase Agreement by written amendment; and
(ii) Nothing contemplated in this paragraph 3 shall in any
way restrict either party from pursuing those independent sales
activities which either
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
considers in its own best interests without concern for the effects of
any such action on the other party; and
(iii) The cooperation contemplated hereunder shall in no way
require either party to disclose to the other any data or interests
of any customer or potential customer provided to either party in
confidence by that customer or potential customer or which is
proprietary to either party.
Nothing in this paragraph 3 or elsewhere in this Purchase Agreement
shall be deemed to create a joint venture, agency or other mutual
legal relationship between the parties and the sole relationship of
Boeing and Buyer is one of seller and purchaser of the Aircraft.
*
4. * Tooling Allowance.
In consideration of the purchase of the Aircraft, Boeing will
issue a credit memorandum for each Aircraft at the time of delivery
in the amount of * . Such
tooling allowance may be utilized by Buyer for the purchase of
* or applied against the balance of the purchase
price of the Aircraft for which such credit is issued, *
but may not be used for the purchase of other aircraft or
application against advance payments for any 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>
5. Credit Memorandum *
*
6. * Credit Considerations.
In consideration of the purchase of the Aircraft, Boeing
agrees to *
6.1 *
(a) *
(b) *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
6.2 *
6.3 *
6.4 *
7. *
*
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
*
8. *
Boeing has announced an escalation sharing program for all
customers (defined under Letter Agreement No. 6-1162-KRG-1451 dated
as even date herewith) for the calendar years 1997 and 1998.
Boeing is not in a position currently to address an escalation
sharing program for the calendar year 1999. Buyer has requested an
escalation sharing program for the calendar year 1999. Boeing
agrees to continue to review its ability to expand such program to
1999.
*
9. *
In consideration of the purchase 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>
*
10. Improvement of *
In consideration of the purchase of the Aircraft, the exercise
of Buyer's option to purchase * aircraft per the
provisions of Purchase Agreement No. * and the exercise of
Buyer's option to purchase * aircraft per the
provisions of Purchase Agreement No. *, Boeing will *
Appropriate amendments to the above affected purchase agreements
will be executed by Buyer and Boeing simultaneously with the
Agreement.
11. Application to * Aircraft.
The terms of this Agreement, * are
applicable to *
12. Confidentiality.
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
Agreements 1830-1 dated even date herewith.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO this __27th__
day of __June__, 1995
INTERNATIONAL LEASE FINANCE
CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
<PAGE>
6-1162-KRG-1443
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90007
Subject: Letter Agreement No. 6-1162-KRG-1443 to
Purchase Agreement No. 1830 -
Advance Payment Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 aircraft (the Aircraft).
All terms used and not defined herein, shall have the same meaning
as in the Agreement.
*
1. *
1.1 *
1.2 *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
*
1.3 *
2. Application of * Deposits.
Boeing agrees to apply * currently held as
* to the advance payment amount due Boeing from
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Buyer at time of execution of the Agreement. *
3. Advance Payment Base Price *
(a) *
(b) * , Boeing agrees to reschedule the delivery
of * scheduled to deliver in * per the
provisions of Purchase Agreement No. * to deliver
in * . Appropriate amendments to the above
affected purchase agreement will be executed by Buyer and Boeing
simultaneously with the Agreement.
4. Payment by Check.
In the event that Buyer elects to pay Boeing any advance
payment due under the Purchase Agreement (either in accordance with
the schedule determined in accordance with Article 5.1 of the
Purchase Agreement or the alternate schedule set forth in this
Letter Agreement) by means of a check, Boeing shall charge interest
on any amounts for which Boeing does not have immediate use of such
funds. The period of calculation for such interest shall commence
on the date any payment was due and continue to and include the day
immediately preceding the day on which Boeing obtains use of the
funds. The rate of interest on any such payments shall be the rate
set forth in subparagraph 1.2 herein.
5. *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
*
6. Confidentiality.
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
Agreements 1830-1 dated even date herewith.
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO this __27th__
day of __June__, 1995
INTERNATIONAL LEASE FINANCE
CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
Attachment
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Attachment A to
Letter Agreement No. 6-1162-KRG-1443
*
* *
----------- ----------
* *
* *
* *
* *
* *
* *
* *
_____
* *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
6-1162-KRG-1444
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90007
Subject: Letter Agreement No. 6-1162-KRG-1444 to
Purchase Agreement No. 1830 -
Aircraft Configuration Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 aircraft (the Aircraft).
All terms used and not defined herein, shall have the same meaning
as in the Agreement.
1. Right of Substitution - Model 737-600/-700/-800.
Commencing with Aircraft scheduled for delivery in
* , Buyer shall have the right to substitute
in lieu of any or all of the Aircraft a Boeing Model 737-600, Model
737-700 or Model 737-800 Aircraft, as the case may be, (the
Substitute Aircraft), on a one for one basis, subject to the
following terms and conditions:
1.1 Buyer shall provide Boeing with its written or
telegraphic notice of its election to substitute aircraft for the
Substitute Aircraft no later than *
1.2 The delivery of the Substitute Aircraft shall occur
during the same general time period as the Aircraft for which
substitution is being made, unless otherwise agreed by the parties,
and shall be subject to the availability of delivery positions for
the Substitute Aircraft in the time period in question.
1.3 Promptly after receipt of notice from Buyer of its
election to substitute, Boeing shall prepare and submit to Buyer
appropriate documents amending the Purchase Agreement to reflect
the
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
manufacture and sale of such Substitute Aircraft to Buyer.
1.4 The Basic Price of the Substitute Aircraft is subject to
adjustment if the CFMI Model CFM56-7 engines selected by Buyer for
the Substitute Aircraft are a different engine model or thrust
level than that selected for the Aircraft which substitution is
made. If the CFMI engine selected by the Buyer for the Substitute
Aircraft is a different engine model or the same engine model with
a different thrust rating than that selected for the Aircraft, the
engine price will be adjusted by the then-current price and
escalation difference.
1.5 If Boeing discontinues production of the Model 737-600,
737-700 or 737-800 aircraft at any time which would affect Boeing's
ability to manufacture and deliver any 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 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 Aircraft and Boeing shall refund to Buyer, without
interest, any advance payments received by Boeing from Buyer with
respect to any Aircraft so terminated.
2. Right of Substitution - 737-300/-400/-500.
Commencing with Aircraft scheduled for delivery in
* , Buyer shall have the right to substitute in
lieu of any or all of the Aircraft a Boeing Model 737-300, Model
737-400 or Model 737-500 Aircraft, as the case may be, (the
Substitute Aircraft), on a one for one basis, subject to the
following terms and conditions:
2.1 Buyer shall provide Boeing with its written or
telegraphic notice of its election to substitute aircraft for the
Substitute Aircraft no later than *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
2.2 The delivery of the Substitute Aircraft shall occur
during the same general time period as the Aircraft for which
substitution is being made, unless otherwise agreed by the parties,
but shall in any event be subject to Boeing's determination of the
availability of delivery positions for the Substitute Aircraft in
the time period in question. Buyer may substitute, on a one-for-
one basis, a maximum quantity of * model 737-300/-400/-
500 aircraft for an equal number of the Aircraft.
2.3 Promptly after receipt of notice from Buyer of its
election to substitute, Boeing shall prepare and submit to Buyer
appropriate documents amending (i) the Agreement to delete such
Aircraft and (ii) Purchase Agreement No. 1829 to add the
manufacture and sale of such Substitute Aircraft to Buyer.
2.4 Purchase Agreement No. 1829 will be revised to reflect
the then-current price and escalation provisions applicable to such
Substitute Aircraft and to include such Substitute Aircraft in the
business arrangement for the existing 737-300/-400/-500 aircraft.
3. Joint Aviation Authorities *
*
Buyer agrees to cooperate with and assist Boeing in Boeing's
negotiation with the JAA airworthiness authorities relating to the
establishment and meeting of Aircraft airworthiness requirements.
If delivery of the Aircraft is delayed by incorporation of any
required JAA change to the Aircraft, or is delayed by the lack of
additional validation, such delay will be
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
deemed to be an Excusable Delay under the provisions of the Agreement.
4. *
5. Additional *
*
6. Manufacturer's Empty Weight Growth Protection.
Boeing has provided Manufacturer's Empty Weight (MEW)
guarantees for the basic model of each Aircraft as set forth in
Letter Agreement No. 6-1162-KRG-1050, dated as of even date
herewith. The Aircraft MEW is guaranteed to be *.
In consideration of the early stage of Boeing's design
of the Aircraft and Buyer's desire to retain the full
operational capability of the Aircraft at the completion of such
design, Boeing agrees to monitor the baseline MEW during this
period and provide to Buyer a written summary of any changes to
such MEW sixty (60) days prior to delivery of the first Aircraft
of each model type.
If the baseline MEW grows above the MEW set forth in the
Detail Specification by an amount *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
* Such determination
will be made at the sole discretion of Boeing.
* the terms of Letter Agreement 6-1162-KRG-1050, dated
as of even date herewith, will apply.
7. Later Assessment of Buyer's BFE Obligations.
In consideration of Buyer's concern related to differences in
the provisions set forth in paragraph 3 of Exhibit E of the
Agreement related to Buyer's obligations compared to previously
executed agreements, Boeing agrees to meet with Buyer no later than
12 months after delivery of the first Aircraft to discuss what, if
any, impact such revised provisions have had on Buyer.
8. Limitation of New Customer Introductions.
Boeing shall have the right to limit the number of new
customer introductions in any calendar year based on resources
available to accomplish required configuration changes,
certification activity and/or to provide customer services to
support such new customer introductions. If a requested new
customer introduction cannot be accomplished in the scheduled month
of delivery for a particular Aircraft, Boeing shall so notify
Buyer, and shall advise Buyer as to the next available delivery
month in which such new customer introduction can be accomplished.
Such limitation will not apply to any Aircraft either for which
such notification has not been issued by Boeing to Buyer or for
which a lessee has been officially identified to Boeing by Buyer no
less than * prior to scheduled delivery of such
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>
9. Purchase Agreement and Detail Specification Revision.
In the event of a substitution, rescheduling or cancellation
of an Aircraft as contemplated in this Agreement, Boeing and Buyer
agree that within thirty (30) days after receipt by Boeing or
Buyer's notice thereof, or within such other time as the parties
may mutually agree, the parties will execute appropriate documents
reflecting the effects of such substitution, rescheduling or
cancellation on the Purchase Agreement terms, including but not
limited to the effects on the Aircraft Basic Price, Aircraft Price,
Advance Payment Base Price and applicable escalation provisions.
10. Confidentiality.
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
Agreements 1830-1 dated even date herewith.
Very truly yours,
THE BOEING COMPANY
By: __/s/ Kenneth R. Geisen__
Its: __Attorney-In-Fact__
ACCEPTED AND AGREED TO this __27th__
day of __June__, 1995
INTERNATIONAL LEASE FINANCE
CORPORATION
By: __/s/ Steven R. Adams__
Its: __Vice President__
<PAGE>
6-1162-KRG-1445
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90007
Subject: Letter Agreement No. 6-1162-KRG-1445 to
Purchase Agreement No. 1830 -
Lessee Matters
Gentlemen:
Reference is made to Purchase Agreement No. 1830 dated as of even
date herewith (the Agreement) between The Boeing Company (Boeing)
and International Lease Finance Corporation (Buyer) relating to
Model 737-600/-700/-800 aircraft (the Aircraft).
All terms and not defined herein, shall have the same meaning as in
the Agreement.
It is understood that Buyer intends to lease the Aircraft to
third party operators. This Letter Agreement relates to certain
services that Boeing will provide to such third party operators.
1. Identification of Lessee and Country of Registry.
Buyer agrees to give Boeing written notice as soon as
reasonably practicable, but in no case less than *
prior to the month during which an Aircraft is scheduled for
delivery, of the name and address of the applicable lessee, the
month(s) of Aircraft delivery and the term of the lease.
Promptly after notification, Boeing will advise Buyer as to whether
such Aircraft can be delivered no later than its contract delivery
month and in a configuration such that an Export Certificate of
Airworthiness (if required) can be obtained for the country of
registry requested. In the event Boeing determines that obtaining
such requested Export Certificate of Airworthiness would result in
delivery of the Aircraft later than its contract delivery month,
the Aircraft will be certified with a Standard Airworthiness
Certificate and Buyer will, upon tender of delivery of the Aircraft
in accordance with the Agreement, accept delivery of such Aircraft
with such Certificate or if
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
mutually agreed establish a later delivery month which supports
Buyer's requirement. In the event of such later delivery month,
the Agreement shall be amended by written agreement which shall
include but not be limited to changes in contract delivery month,
price, storage charges and related matters arising from such rescheduling.
2. Late Identification of Lessees.
Buyer recognizes that Boeing's ability to schedule and provide
the training, services and data as set forth in Exhibits C-1, C-2
and C-3, as well as its ability to incorporate lessee-peculiar
changes in an Aircraft, may be subject to severe curtailment in the
event of late notification by Buyer of the identity of lessees as
provided in paragraph 2 herein. If Buyer does not provide timely
notification to Boeing of lessee identification, Boeing's
obligation to Buyer and such lessee with respect to providing the
requisite training, services and data shall be subject to the
availability of appropriate Boeing training facilities and
personnel in the time period in question and is further subject to
Buyer's agreement to pay Boeing those reasonable extraordinary
costs, if any, which are incurred by Boeing in connection with the
provision of training, services and data, as a result of late
identification of a lessee.
3. Customer Support Categories for Lessees.
Category 1 services are provided on a one time basis for each
major aircraft model. If at the time training is to be provided,
a lessee which has been identified to receive Category 1 services
pursuant to this Letter Agreement has received Category 1 services
from Boeing for any previous lease or purchase of a Model 737
aircraft, Boeing will provide the adjusted level of services to
which the lessee is entitled.
It is recognized by Boeing that the lessees to be identified under
paragraph 1. above may have different requirements with regard to
maintenance and flight crew training and technical documents
applicable to the Aircraft. For the purpose of this Letter
Agreement, and in order to determine the applicability of either
Exhibit C-1, C-2 or C-3 and Parts thereof to each of Buyer's
lessees, the following categories shall apply;
<PAGE>
Category 1 Lessee is not operating Boeing Model 737-200,
Model 737-300, Model 737-400, Model 737-500, Model 737-600, Model
737-700 or Model 737-800 aircraft. (Exhibit C-1 provides new Model
training and Documents)
Category 2 Lessee is operating Boeing Model 737-300, 737-400
or 737-500 aircraft or will accept delivery of such an aircraft
prior to delivery of Buyer's Aircraft (Exhibit C-2 provides major
Model differences training and documents)
Category 3 Lessee is operating Boeing Model 737-600, Model
737-700 or Model 737-800 aircraft or is scheduled to accept
delivery of a Model 737-600, Model 737-700 or Model 737-800
aircraft prior to delivery of Buyer's Aircraft. (Exhibit C-3
provides minor Model differences training and documents)
The determination of applicability of Exhibit C-1, C-2, or C-3 will
be made at time of lessee identification, unless otherwise agreed
by Boeing and Buyer.
4. Training and Technical Documents.
4.1 Boeing will provide the training, services and technical
documents set forth in Exhibit C-1, C-2 or C-3 to the Agreement and
under the terms, conditions and provisions thereof to lessees in
Category 1, 2 or 3, respectively; provided that such lessees are
the initial operators of the Aircraft, and the initial lease term
of each Aircraft is for a term of not less than * .
The level of training, services and technical documents, if any,
that Boeing will provide to lessees of Buyer who are the initial
operators of the Aircraft but lease the Aircraft for an initial
lease term of less than * will, if requested by Buyer,
be determined by Boeing and given to Buyer. Such support level
will be based on the particular circumstances of the lease and the
lessee involved.
4.2 At the time of execution of the Agreement, the training
schedules, quantities and formats of the technical data and
documents to be provided under the applicable Exhibit had not been
defined. Boeing and Buyer agree to define such items not later
than * prior to delivery of the first Aircraft to
lessee.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
4.3 At such time as Buyer identifies to Boeing the lessee of
an Aircraft, Boeing will give written notice to Buyer as to the
Category of such lessee and advise which Exhibit C is applicable or
pursuant to paragraph 4.2 above the level of support Boeing will
provide in the event the Aircraft is leased for a term of less than
*.
5. Assignment of Rights and Obligations.
5.1 Partial Assignment. Promptly after identification of the
Aircraft lessee, Buyer, the lessee and Boeing will enter into an
assignment of certain rights and obligations under the Agreement
with respect to training activities, and of Buyer's Spare Parts
General Terms Agreement or, when executed, Customer Services
General Terms Agreement (GTA) for those Lessees who do not have a
GTA with Boeing, containing terms and conditions substantially as
set forth in Attachment A to this Letter Agreement. The GTA
payment provisions will apply for Spare Parts ordered by the lessee
for the Aircraft; provided, however, the "net 30 days" payment
provisions are subject to approval of the lessee's credit by
Boeing.
5.2 Full Assignment. At the time of delivery by Buyer of any
Aircraft to an initial lessee, Buyer, the lessee, and Boeing will
enter into an assignment of additional rights and obligations under
the Agreement containing terms and conditions substantially as set
forth in Attachment B to this Letter Agreement.
6. Confidentiality.
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
Agreements 1830-1 dated even date herewith.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO this __27th__
day of __June__, 1995
INTERNATIONAL LEASE FINANCE
CORPORATION
By _/s/ Steven R. Adams__
Its __Vice President__
Attachments
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington 98124-2207
Attention: Vice President - Contracts
Mail Stop 75-38
Subject: Partial Assignment of Rights - International Lease
Finance Corporation as Lessor and @ as Lessee of
Model 737 Aircraft
Gentlemen:
In connection with International Lease Finance Corporation's lease
to @ (Lessee) of a Boeing aircraft (more fully described below),
reference is made to the following documents:
(1) Purchase Agreement No. 1830 dated as of + ,
between The Boeing Company (Boeing) and International Lease
Finance (ILFC), as amended and supplemented, (the Purchase
Agreement) under which ILFC purchased Boeing Model 737
aircraft, including certain aircraft which have been
designated for lease to Lessee (the Aircraft).
(2) Spare Parts General Terms Agreement No. Q8 dated as of May 20,
1977, as amended and supplemented, or, when executed, Customer
Services General Terms Agreement No. Q8, between Boeing and
ILFC, referenced in Article 13 of the Purchase Agreement (the
ILFC GTA).
/(3) Spare Parts General Terms Agreement or Customer Services
General Terms Agreement No. + dated as of
+ , as amended and supplemented, between
Boeing and Lessee (Lessee GTA)./
/(3)/(4)/ /Letter of Intent/ /Memorandum of Understanding/
/Aircraft Lease Agreement/ (the /LOI/ /MOU/ /Lease/)
dated as of + between ILFC and Lessee.
/(4)/(5)/ /Letter of Intent/ /Memorandum of Understanding/
/Aircraft Lease Agreement/ (the /LOI/ /MOU/ /Lease/)
dated as of
<PAGE>
+ between ILFC and Lessee,
relating to the lease of ______ (___) Boeing Model _____-
_____ aircraft bearing manufacturer's serial number/s/
_________________ (the Interim Aircraft./
Pursuant to the /LOI/ /MOU/ /Lease/, ILFC has agreed to lease the
Aircraft to Lessee. Included in such /LOI/ /MOU/ /Lease/ is the
transfer to Lessee of (a) training entitlements, support and
services, and other things related to the Aircraft (the
Entitlements) under the provisions of Exhibit C (the Customer
Support Document) to the Purchase Agreement, and (b) rights to
purchase from Boeing Spare Parts related to the Aircraft /and the
Interim Aircraft/. In order to accomplish such transfer of the
Entitlements and rights, as authorized by the provisions of Article
/10/ /11/ of the Purchase Agreement /[OPTION A: USE WHEN LESSEE HAS
NO GTA:]; and Article /23/ of the ILFC GTA/, the parties agree as
follows:
1. Lessee's Agreement and Indemnification of Boeing.
In consideration of Boeing's consent and agreement to this
assignment, Lessee, its successors and assigns, hereby agree to be
bound by and comply with all applicable terms, conditions, and
limitations of the Purchase Agreement including, without
limitation, the exclusion of liability, disclaimer, indemnity and
insurance provisions of the Product Assurance and Customer Support
Documents (Exhibits B and C, respectively, to the Purchase
Agreement). /Lessee, its successors and assigns further agree that
such applicable terms, conditions and limitations shall apply to
any Entitlements provided by Boeing in support of the Interim
Aircraft./
2. Lessee's Insurance.
Boeing's obligation to provide those portions of the
Entitlements involving aircraft-related training, support or
services to Lessee is conditioned on the receipt by Boeing of
evidence of compliance by Lessee with the insurance requirements
set forth in paragraph 2 of Part E of Exhibit C or in such other
form as may be satisfactory to Boeing, prior to the provision of
such Entitlements.
<PAGE>
3. Spare Parts General Terms.
/[OPTION A (LESSEE WITHOUT GTA):]
3.1 Lessee, who is not presently a party to a Spare Parts
General Terms Agreement with Boeing, agrees, together with any
successors and assignees, to be bound by all applicable terms,
conditions, and limitations of the ILFC GTA, including, without
limitation, Articles /15.10/ and /17/ of the ILFC GTA /and
paragraphs /9.8/ and /11/ of Exhibit A to the ILFC GTA,/ with
respect to any Spare Parts or Leased Parts ordered for the Aircraft
/or the Interim Aircraft/; and
3.2 Lessee hereby agrees that the payment provisions of
Article 12 of the ILFC GTA will be applicable to Spare Parts
ordered by Lessee for the Aircraft /or the Interim Aircraft/,
provided however, the "net 30 days" payment provisions are subject
to approval of Lessee's credit by Boeing and, in addition, Boeing
may establish a credit limit on Lessee's account./
/[OPTION B (LESSEE WITH GTA):]
Lessee, who is presently a party to the Lessee GTA agrees,
together with any successors and assignees, to be bound by all
applicable terms, conditions, and limitations of such agreement
with respect to any Spare Parts or Leased Parts ordered for the
Aircraft /or the Interim Aircraft/; it further being agreed,
however, that in connection with this assignment, no transfer of
rights to Lessee is being made with respect to the ILFC GTA.
4. Continuing Lessor Rights and Obligations.
ILFC reserves to itself all rights, claims and interests it
may have under the Purchase Agreement not expressly assigned to
Assignee hereunder. ILFC agrees to remain responsible for any
payments due Boeing (a) with respect to the Aircraft under Articles
3 and 5 (Price of Aircraft and Payment), respectively, of the
Purchase Agreement and (b) with respect to any Spare Parts /or
Leased Parts/ for the Aircraft /or the Interim Aircraft/ ordered by
ILFC under the ILFC GTA.
5. Appointment of Lessee.
ILFC hereby assigns to Lessee the sole authority to exercise
all rights and powers of ILFC with respect to the Entitlements
under Exhibit C of the Purchase
<PAGE>
Agreement /[USE WITH OPTION A:] and the ILFC GTA/. Such
authorization shall continue until Boeing shall have received
from ILFC written notice to the contrary addressed to Boeing's
Vice President - Contracts, P.O. Box 3707, Seattle, Washington
98124-2207. Until Boeing shall have received such notice, Boeing
shall be entitled to deal exclusively and solely with Lessee with
respect to the Entitlements and, with respect to the rights, powers,
duties or obligations under Exhibit C to the Purchase Agreement,
/[USE WITH OPTION A:] and the ILFC GTA/ and all actions taken by
Lessee or agreements entered into by Lessee with respect to such
Entitlements /[USE WITH OPTION A:] and the ILFC GTA/ during the
period prior to Boeing's receipt of such notice, shall be final
and binding upon ILFC.
6. Modification, Revision or Substitution of Entitlements.
ILFC and Lessee agree that the appointment of Lessee set forth
in paragraph 5 herein includes the authority, in cooperation with
Boeing, to modify, revise or substitute the form, type, and scope
of the Entitlements; provided however, that such modification,
revision or substitution does not create any additional Lessor
financial obligation to Boeing. It is further understood and
agreed that the provisions of this assignment (including but not
limited to matters of exclusion of liability, disclaimer, indemnity
and insurance) shall apply to the provision by Boeing of such
modified, revised or substituted Entitlements to the same extent as
if they were specifically described in the Purchase Agreement; and
7. Boeing Rights and Obligations.
ILFC and Lessee confirm expressly for the benefit of Boeing
that nothing in this Assignment shall (i) subject Boeing to any
obligation or liability to which it would not otherwise by subject
under the Purchase Agreement or limit, restrict, or change in any
respect Boeing's rights, representations, warranties, indemnities
or other agreements thereunder, except as otherwise expressly
provided herein, (ii) limit any rights of set-off Boeing may have
under applicable law, or (iii) require Boeing to divest itself of
title to or possession of the Aircraft until delivery thereof and
payment therefore as provided in the Purchase Agreement.
<PAGE>
8. Signing in Counterparts.
This Assignment may be signed by the parties hereto in
separate counterparts, each of which when executed and delivered
shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
9. Governing Law.
This Assignment shall be governed by, and construed in
accordance with, the laws of the State of Washington, including all
matters of construction, validity and performance.
10. Lessee Acceptance.
Lessee hereby accepts the authorizations set forth in
paragraphs 5 and 6 herein and agrees to be bound by and to comply
with all the terms, conditions and limitations of the Purchase
Agreement /[USE WITH OPTION A:] and the ILFC GTA/.
We request that Boeing, upon receipt of this letter, acknowledge
receipt thereof and the transfer of rights, under the Purchase
Agreement /[USE WITH OPTION A:] and the ILFC GTA/ /[USE WITH OPTION
B:] and concurrence that Spare Parts for the Aircraft /or the
Interim Aircraft/ ordered from Boeing will be under the provisions
of the Lessee GTA/ as set forth above, by signing the
acknowledgment set forth below and forwarding one copy of this
letter, so acknowledged, to each of the undersigned.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be duly executed as of the dates written below.
# INTERNATIONAL LEASE
FINANCE CORPORATION
(Lessee) (Lessor)
By ______________________ By ______________________
Its _____________________ Its _____________________
Dated ___________________ Dated ___________________
[BOEING ACKNOWLEDGEMENT AND CONSENT TO ASSIGNMENT:]
Receipt of the above letter acknowledged and transfer of rights
under the Purchase Agreement /[USE WITH OPTION A:] and the ILFC
GTA/ /[USE WITH OPTION B:] and the applicability of the provisions
of the Lessee GTA with respect to Spare Parts ordered from Boeing/,
with respect to the Aircraft /or the Interim Aircraft/, confirmed
effective as of the date indicated below:
THE BOEING COMPANY
By ______________________
Its __Attorney-in-Fact__
Dated ___________________
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, Washington 98124-2207
Attention: Vice President - Contracts
Mail Stop 75-38
Subject: Full Assignment of Rights - as International Lease
Finance Corporation Lessor and @ as Lessee of Model 737
Aircraft Serial No.
Gentlemen:
In connection with International Lease Finance Corporation's lease
to @ (Lessee) of a Boeing aircraft (more fully described below),
reference is made to the following documents:
(1) Purchase Agreement No. 1830 dated as of + , between
The Boeing Company (Boeing) and International Lease Finance
Corporation (ILFC), as amended and supplemented, (the Purchase
Agreement) under which ILFC purchased Boeing Model 737
aircraft, including that certain aircraft bearing
manufacturer's serial no. + (the Aircraft), which is
being leased to Lessee.
(2) Spare Parts General Terms Agreement No. Q8 dated as of May 20,
1977, as amended and supplemented or, when executed, Customer
Services General Terms Agreement No. Q8, between Boeing and
ILFC, referenced in Article 13 of the Purchase Agreement (the
ILFC GTA).
/(3) Spare Parts General Terms Agreement or Customer Services
General Terms Agreement No. + dated as of
+ , as amended and supplemented, between
Boeing and International Lease Finance Corporation (Lessee
GTA)./
/(3)/(4)/ Aircraft Lease Agreement/ (the Lease) dated as of
+ between ILFC and Lessee.
<PAGE>
/(4)/(5)/ Partial Assignment Agreement between Boeing, ILFC and
Lessee dated + .
Pursuant to the Lease, ILFC has leased the Aircraft to Lessee.
Included in such Lease is the transfer to Lessee of (a) rights
related to the Aircraft under the Purchase Agreement and (b) rights
to purchase from Boeing Spare Parts related to the Aircraft. In
order to accomplish such transfer of rights, as authorized by the
provisions of Article /10/ /11/ of the Purchase Agreement and
/[OPTION A: USE WHEN LESSEE HAS NO GTA:] Article /23/ of the ILFC
GTA/, the parties agree as follows:
1. Lessee's Agreement, Disclaimer, Release and Indemnification of
Boeing.
In consideration of Boeing's consent and agreement to this
assignment, Lessee, its successors and assigns, hereby agree to be
bound by and comply with all applicable terms, conditions, and
limitations of the Purchase Agreement including, without
limitation, the exclusion of liability, disclaimer, indemnity and
insurance provisions of the Product Assurance and Customer Support
Documents (Exhibits B and C, respectively, of the Purchase
Agreement).
2. Lessee's Insurance.
Lessee recognizes that Boeing's obligation to provide
training, support and services to Lessee pursuant to Exhibit C of
the Purchase Agreement is conditioned on the receipt by Boeing of
evidence of compliance by Lessee with the insurance requirements
set forth in paragraph 2 of Part E of Exhibit C or in such other
form as may be satisfactory to Boeing, prior to the commencement of
such support and services.
3. Spare Parts General Terms.
/[OPTION A (LESSEE WITHOUT GTA):]
3.1 Lessee, who is not presently a party to a Spare Parts
General Terms Agreement with Boeing, agrees, together with any
successors and assignees, to be bound by all applicable terms,
conditions, and limitations of the ILFC GTA, including, without
limitation, Articles /15.10/ and /17/ of the ILFC GTA /and
paragraphs /9.8/ and /11/ of Exhibit A to the ILFC
<PAGE>
GTA,/ with respect to any Spare Parts or Leased Parts ordered for the
Aircraft.
3.2 Lessee hereby agrees that the payment provisions of
Article 12 of the ILFC GTA will be applicable to Spare Parts
ordered by Lessee for the Aircraft, provided however, the "net 30
days" payment provisions are subject to approval of Lessee's credit
by Boeing and, in addition, Boeing may establish a credit limit on
Lessee's account./
/[OPTION B (LESSEE WITH GTA):]
Lessee, who is presently a party to the Lessee GTA agrees,
together with any successors and assignees, to be bound by all
applicable terms, conditions, and limitations of such agreement
with respect to any Spare Parts or Leased Parts ordered for the
Aircraft; it further being agreed, however, that in connection with
this assignment, no transfer of rights to Lessee is being made with
respect to the ILFC GTA./
4. Continuing Lessor Rights and Obligations.
ILFC reserves to itself all rights, claims and interests it
may have under the Purchase Agreement not expressly assigned to
Assignee hereunder. ILFC agrees to remain responsible for any
payments due Boeing (a) with respect to the Aircraft under Articles
3 and 5 (Price of Aircraft and Payment), respectively, of the
Purchase Agreement and (b) with respect to any Spare Parts /or
Leased Parts/ for the Aircraft ordered by ILFC under the ILFC GTA.
5. Appointment of Lessee.
ILFC hereby assigns to Lessee the sole authority to exercise
all rights and powers of ILFC with respect to the Aircraft under
the Purchase Agreement /[USE WITH OPTION A:] and the ILFC GTA/.
Such authorization shall continue until Boeing shall have received
from ILFC written notice to the contrary addressed to Boeing's Vice
President - Contracts, P.O. Box 3707, Seattle, Washington
98124-2207. Until Boeing shall have received such notice Boeing
shall be entitled to deal exclusively and solely with Lessee with
respect to the Aircraft, under the Purchase Agreement /[USE WITH
OPTION A:] and the ILFC GTA/ and, with respect to the rights,
powers, duties or obligations under the
<PAGE>
Purchase Agreement /[use with OPTION A:] and the ILFC GTA/, and
all actions taken by Lessee or agreements entered into by Lessee
during the period prior to Boeing's receipt of such notice, shall
be final and binding upon ILFC.
6. Modification, Revision or Substitution of Entitlements.
ILFC and Lessee agree that the appointment of Lessee set forth
in paragraph 5 herein includes the authority, in cooperation with
Boeing, to modify, revise or substitute the form, type, and scope
of the training entitlements, support services and other things
provided by Boeing under the Purchase Agreement, provided however,
that such modification, revision or substitution does not create
any additional Lessor financial obligation to Boeing. It is
further understood and agreed that the provisions of this
assignment (including but not limited to matters of exclusion of
liability, disclaimer, indemnity and insurance) shall apply to the
provision by Boeing of such modified, revised or substituted
entitlements, support and services to the same extent as if they
were specifically described in the Purchase Agreement.
7. Boeing Rights and Obligations.
ILFC and Lessee confirm expressly for the benefit of Boeing
that nothing in this Assignment shall (i) subject Boeing to any
obligation or liability to which it would not otherwise by subject
under the Purchase Agreement or limit, restrict, or change in any
respect Boeing's rights, representations, warranties, indemnities
or other agreements thereunder, except as otherwise expressly
provided herein, (ii) limit any rights of set-off Boeing may have
under applicable law, or (iii) require Boeing to divest itself of
title to or possession of the Aircraft until delivery thereof and
payment therefore as provided in the Purchase Agreement.
8. Signing in Counterparts.
This Assignment may be signed by the parties hereto in
separate counterparts, each of which when executed and delivered
shall be an original, but all such counterparts shall together
constitute but one and the same instrument.
<PAGE>
9. Governing Law.
This Assignment shall be governed by, and construed in
accordance with, the laws of the State of Washington, including all
matters of construction, validity and performance.
10. Lessee Acceptance.
Lessee hereby accepts the authorizations set forth in
paragraphs 5 and 6 herein and, agrees to be bound by and to comply
with all the terms, conditions and limitations of the Purchase
Agreement /[USE WITH OPTION A:] and the ILFC GTA/.
11. Post-Delivery Work.
It is recognized that Lessee's personnel may request Boeing to
perform work on an Aircraft promptly after Lessee takes delivery of
such Aircraft under lease from ILFC, either prior to the Aircraft's
initial departure flight from the delivery site or upon the return
of the Aircraft to Boeing's facilities in the Seattle, Washington
area, prior to completion of such initial departure flight. The
following provisions shall apply to all work performed by Boeing
under the circumstances identified in this paragraph:
(i) Title to any such Aircraft shall at all times remain
with ILFC.
(ii) Risk of loss of any such Aircraft, in whole or in part
shall remain, jointly and severally, with ILFC and Lessee and at no
time after delivery by Boeing shall risk of loss of the Aircraft
revert to Boeing, unless otherwise agreed by the parties in
writing.
(iii) The provisions of the Boeing Product Assurance Document
relating to exclusion of liabilities and disclaimer, set forth in
the Purchase Agreement, shall at all times apply to any work
performed by Boeing pursuant to this paragraph 11, and to any
Boeing-designed system, accessory, equipment or part installed on
the Aircraft as part of such work.
(iv) The provisions of the Boeing Customer Support Document
relating to indemnity and insurance,
<PAGE>
set forth in Exhibit C to the Purchase Agreement, shall at all times
apply to any work performed by Boeing pursuant to this paragraph 11.
(v) Lessee shall reimburse Boeing for any work performed on
the Aircraft hereunder to the extent that such work is not covered
under the Boeing warranty applicable to the Aircraft.
(vi) In performing work pursuant to this paragraph 11 Boeing
may conclusively rely upon the commitment authority of Lessee
personnel.
We request that Boeing, upon receipt of this letter, acknowledge
receipt thereof and the transfer of rights, under the Purchase
Agreement /[USE WITH OPTION A:] and the ILFC GTA/ /[USE WITH OPTION
B:] and concurrence that Spare Parts for the Aircraft ordered from
Boeing will be under the provisions of the Lessee GTA/ as set forth
above, by signing the acknowledgment set forth below and forwarding
one copy of this letter, so acknowledged, to each of the
undersigned.
IN WITNESS WHEREOF, the parties hereto have caused this Assignment
Agreement to be duly executed as of the dates written below.
# INTERNATIONAL LEASE
FINANCE CORPORATION
(Lessee) (Lessor)
By _________________________ By _____________________
Its ________________________ Its ____________________
Dated ______________________ Dated __________________
<PAGE>
BOEING ACKNOWLEDGEMENT AND CONSENT TO ASSIGNMENT
Receipt of the above letter acknowledged and transfer of rights
under the Purchase Agreement /[USE WITH OPTION A:] and the ILFC
GTA/ /[USE WITH OPTION B:] and the applicability of the provisions
of the Lessee GTA with respect to Spare Parts ordered from Boeing/,
with respect to the Aircraft, confirmed effective as of the date
indicated below:
THE BOEING COMPANY
By ___________________________
Its __Attorney-in-Fact__
Dated ________________________
<PAGE>
6-1162-KRG-1446
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90007
Subject: Letter Agreement No. 6-1162-KRG-1446 to
Purchase Agreement No. 1830 -
Airframe Maintenance Cost Protection Program
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 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. Airframe Maintenance Cost Protection Program.
In consideration of the purchase of the Aircraft, Boeing
agrees of offer an airframe maintenance cost protection program to
any lessee identified by Buyer as the lessee of at *
Such program is outlined in the attached letter agreement.
Upon notification, Boeing will meet with Buyer and Buyer's
lessee to initiate such program and to collect certain
maintenance cost and aircraft operating information necessary to
enable completion and execution the required attached letter
agreement.
2. Assignment of Program Rights.
At the time of delivery by Buyer of any Aircraft affected by
this program Buyer, the lessee, and Boeing will enter into an
assignment of rights and obligations under the Agreement as
necessary to assign such program rights to the lessee.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
3. 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, disclose this Letter Agreement or any
information contained herein to any other person or entity except
as provided in Letter Agreement 1830-1.
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO as of this
date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
<PAGE>
Attachment to
6-1162-KRG-1446
[LETTER NO.:] _____
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90007
Subject: Letter Agreement No. _____ to
Purchase Agreement No. 1830 -
Airframe Maintenance Cost Protection Program
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 dated as
amended (the Agreement) between The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer) relating to
Model 737-600/-700/-800 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein,
will have the same meaning as in the Agreement.
In consideration of Buyer's purchase of the Aircraft and in
recognition of Buyer's specific concerns regarding Aircraft
maintenance costs, Boeing and Buyer hereby amend Exhibit B (Product
Assurance Document) of the Agreement to include as Part + the
Airframe Maintenance Cost Protection Program described herein (the
Program).
1. Scope.
1.1 Covered Aircraft.
This Program applies to each of the Aircraft while
operated by Buyer on Buyer's routes during the Program Term, as
defined below (the Covered Aircraft).
1.2 Program Term.
The term of the Program is 5 consecutive years commencing
on the first day of the calendar quarter preceding the first
Covered Aircraft delivery (Program Term).
<PAGE>
1.3 Covered Maintenance Work.
The Maintenance Cost Program applies to labor performed
and materials consumed in the maintenance of the airframe and
component elements of the Covered Aircraft which are included in
aircraft systems 5, 7 through 11, relevant sections of 12 and 20,
21 through 57, 71, and 73 through 80 (as defined in the Air
Transport Association of America, Specification No. 100,
"Specification for Manufacturer's Technical Data," dated 1984) when
such maintenance is performed in accordance with Buyer's FAA
[FOREIGN:] + approved maintenance program and such labor
and materials are properly charged to the following work
descriptions:
1.3.1 Scheduled Checks: All routine and required
non-routine or corrective maintenance performed by Buyer during
scheduled checks.
1.3.2 Non-scheduled Maintenance: All non-scheduled
required maintenance.
1.3.3 Repair and Overhaul: Any required repair or
overhaul of rotable or repairable systems, accessories, equipment
and parts.
1.3.4 Modifications: Modifications required to make
changes recommended by Boeing or Boeing suppliers pursuant to
paragraphs 5.1 and 7.1 herein.
The Program applies only to the maintenance described above
(Airframe Maintenance) and does not apply to labor performed or
materials consumed with respect to Engines and Engine parts
provided by the Engine manufacturer and the Engine manufacturer's
suppliers.
2. Basic Definitions.
2.1 "Fleet," for any Reporting Period, means the number of
Covered Aircraft operated by Buyer on Buyer's routes during such
Reporting Period.
2.2 "Fleet Hours," for any Reporting Period, means the total
airborne time (aircraft takeoff to touchdown) accumulated by the
Covered Aircraft during such Reporting Period.
<PAGE>
2.3 "Reporting Period" is a 12 month period commencing on
either the date the Program Term commences or on an anniversary
thereof.
3. Maintenance Cost Program Measures.
3.1 Airframe Maintenance Cost.
"Airframe Maintenance Cost" is calculated as the sum of
(i) the direct material costs for Airframe Maintenance performed by
Buyer on the Covered Aircraft (the "material cost component"), (ii)
the direct labor costs for Airframe Maintenance performed by Buyer
on the Covered Aircraft (the "labor cost component") and (iii) the
charges to Buyer for labor and materials consumed in Airframe
Maintenance for the Covered Aircraft performed for Buyer by others,
reduced by + % to adjust such charges to equivalent direct
Buyer labor and material costs and such reduced amount is
distributed + % to the material cost component and + %
to the labor cost component.
3.1.1 The material cost component is the net actual
cost paid by Buyer for materials required to perform the Airframe
Maintenance, exclusive of those costs and/or other charges as set
forth in paragraph 7.5 which may be added to the manufacturer's
standard price.
3.1.2 The labor cost component is the product of the
following:
3.1.2.1 The labor hours actually expended in
performing the Airframe Maintenance, exclusive of time consumed by
employees while waiting for work, traveling to or from work,
training, vacation, sick leave, or in any other similar absences
from the actual maintenance work, and
3.1.2.2 The average direct hourly labor rate
(excluding all fringe benefits, premium time allowances, social
charges, business taxes and the like), paid to Buyer's employees
who actually perform the Airframe Maintenance ("Labor Rate"). The
Labor Rate for calendar year + is + Dollars
and + cents ($+ ).
<PAGE>
3.2 Cumulative Average Reported Maintenance Cost.
The "Cumulative Average Reported Cost," for any Reporting
Period, is calculated as the aggregate Airframe Maintenance Cost
for all then-completed Reporting Periods divided by the Fleet Hours
for all such completed Reporting Periods.
3.3 Target Maintenance Cost.
The "Target Maintenance Cost" for the Covered Aircraft
for any Reporting Period will be expressed as a dollar value per
flight hour, which will be the sum of the target material cost and
the target labor cost for such Reporting Period.
3.3.1 The base Target Maintenance Cost for each
Reporting Period in year + dollars consists of a target material
cost and a target labor cost based on (i) a projected average time
per flight for the Fleet of + hours (Projected Average
Flight Time), and (ii) a Labor Rate of $ + per man-hour, as
follows:
Reporting Reporting Reporting
Period 1 Period 2 Period 3
Target material cost + + +
Target labor cost + + +
______ ______ ______
Target Maint. Cost + + +
Reporting Reporting
Period 4 Period 5
Target material cost + +
Target labor cost + +
______ ______
Target Maint. Cost + +
/[FOREIGN:] The exchange rate used in determining such base target
cost values is +
[FOREIGN CURRENCY:] + to one
(1) U.S. Dollar./
<PAGE>
3.3.2 The target material cost and the target labor
cost for any Reporting Period will be adjusted for changes in
material and labor costs based on the following:
3.3.2.1 To reflect changes in inflation rates, the
target material cost for such Reporting Period, will be calculated
by multiplying the Reporting Period's base target material cost by
the arithmetic average of the 12 monthly Producer Price Indexes for
"Aircraft parts and auxiliary equipment, n.e.c.," (Standard
Industrial Classification Code 3728) for such Reporting Period and
dividing the result by the arithmetic average of such index for the
year + .
(The index described in this paragraph 3.3.2.1 will be obtained
from the publication "Producer Prices and Price Indexes" published
by the U.S. Department of Labor, Bureau of Labor Statistics or any
comparable successor publication published by the U.S. Department
of Labor, Bureau of Labor Statistics or any comparable successor
agency.)
3.3.2.2 The target labor cost for such Reporting
Period will be calculated by multiplying the base target labor cost
for such Reporting Period times Buyer's then-current Labor Rate per
man-hour for such Reporting Period divided by
+ Dollars and + cents ($+ )
per man-hour.
3.3.2.3 The Target Maintenance Cost is based on
Boeing's assumption that Airframe Maintenance performed by others,
as defined in paragraph 3.1(iii) herein, will be no more than 10%
of the Cumulative Average Reported Cost as of any Reporting Period.
If the charges for labor and material for Airframe Maintenance
performed by others is more than 10% of the Cumulative Average
Reported Cost as of any Reporting Period, Boeing reserves the right
to revise the Target Maintenance Cost to reflect the impact of any
such increase.
<PAGE>
3.3.2.4 If the actual average airborne time per
flight for the Fleet (Actual Average Flight Time) for any Reporting
Period is different from the Projected Average Flight Time of
+ hours, the Target Maintenance Cost for such
Reporting Period will be adjusted to reflect such Actual Average
Flight Time for such Reporting Period in accordance with Attachment
A to this Program.
3.3.2.5 The Target Maintenance Cost is based on (i)
the number of Covered Aircraft and the delivery schedule for such
Covered Aircraft set forth in the Agreement and (ii) a projected
average yearly utilization for the Covered Aircraft during any
Reporting Period of + flight hours. If the number of
Covered Aircraft or their delivery schedules are revised or the
average yearly utilization for the Covered Aircraft during any
Reporting Period exceeds + flight hours, or is less than
+ flight hours, Boeing may revise the Target Maintenance
Cost to reflect the impact of any such revisions or change in
utilization.
3.4 Cumulative Average Target Maintenance Cost.
The "Cumulative Average Target Cost" as of any Reporting
Period means (i) the sum of the products of the Target Maintenance
Cost for each completed Reporting Period multiplied by the Fleet
Hours for each such completed Reporting Period (ii) divided by the
total Fleet Hours for all completed Reporting Periods.
/[FOREIGN:]
3.5 All costs with respect to the Program will be in United
States Dollars.
3.6 The maintenance costs and average labor rates reported by
Buyer for any Reporting Period will be converted from [FOREIGN
CURRENCY:] + to U.S. Dollars using
the average of the four quarterly "rf" (period average) [FOREIGN
CURRENCY:] "+ to U.S. Dollars" amounts
applicable to such Reporting Period ("Exchange Rate") as set forth
in the publication "International Financial Statistics" published
by the International Monetary Fund.
<PAGE>
Boeing's target costs for any Reporting Period will be adjusted to
reflect any differences between the Exchange Rate for such
Reporting Period and the [FOREIGN CURRENCY:]+
to U.S. Dollar rate used for the base target costs identified in
paragraph 3.3.1 herein, by multiplying such target costs by the
result obtained when dividing the [FOREIGN
CURRENCY:]+ amount set forth in paragraph 3.3.1 by
such Exchange Rate.
(Additional information regarding the publication "International
Financial Statistics" may be obtained from: Publications Unit,
International Monetary Fund, Washington, D.C. 20431, U.S.A. or by
calling U.S.A. Area Code (202) 623-7430.)/
4. Deficiency.
A "Deficiency" with respect to Airframe Maintenance Cost
occurs when the Cumulative Average Reported Cost for any Reporting
Period exceeds 110% of the Cumulative Average Target Cost as of
such Reporting Period, all as may be adjusted pursuant to this
Letter Agreement.
5. Deficiency Remedies.
5.1 If a Deficiency exists and Buyer provides its reports to
Boeing pursuant to paragraph 6, herein, then Boeing will:
5.1.1 Investigate the circumstances and possible
causes of any such Deficiency, and
5.1.2 Provide technical assistance to Buyer in the
form of analysis and recommendations of a kind and nature which
Boeing determines to be best suited for reducing Airframe
Maintenance Cost.
5.1.3 If necessary, initiate a design review of the
systems, accessories, equipment or parts determined by Boeing to be
the primary cause of the Deficiency and, when in Boeing's judgment
a redesign is indicated as a technically and economically
practicable means of correcting the Deficiency, redesign or cause
the redesign of such items, and
<PAGE>
5.1.4 If such redesign results in retrofit kits being
offered by Boeing or Boeing's suppliers, provide such kits or cause
such kits to be provided, at Buyer's request, at no charge to
Buyer. Boeing will also reimburse, at Buyer's request, Buyer's
reasonable direct labor costs for incorporation of any such kit
manufactured to Boeing's detailed design. Such reimbursement will
be provided pursuant to Warranty Repairs and Modifications by Buyer
(Part B of the Product Assurance Document of the Agreement).
6. Administrative Requirements.
6.1 Buyer will report to Boeing within 90 days after the last
day of each Reporting Period, (i) the Cumulative Average Reported
Cost, (ii) the Actual Average Flight Time for the Fleet, (iii) the
number of Covered Aircraft included in the Fleet, (iv) Buyer's
Labor Rate per man-hour, and (v) whether or not the charges for
labor and materials as defined in paragraph 3.3.2.3 exceed 10% of
the Cumulative Average Reported Cost. Failure to file such reports
within such 90 day period will constitute an acknowledgment by
Buyer that there was no Deficiency. However, if a Deficiency
occurs, Buyer will, within 90 days after the last day of the
applicable Reporting Period, report to Boeing the data identified
above for all then-completed Reporting Periods of the Program Term.
6.2 Buyer's reports will include sufficient data to
substantiate any claimed Deficiency. Upon request, Buyer will
submit to Boeing reasonable proof of the existence of any Airframe
Maintenance Cost claimed by Buyer as the basis of a Deficiency
under the terms of this Program. Buyer will maintain and submit
to Boeing such data as may reasonably be required to (i) determine
cost elements of the Airframe Maintenance Cost as defined in
paragraph 3.1 herein, (ii) determine Cumulative Average Reported
Cost (broken down into the "work descriptions" set forth in
paragraph 1.3 herein), (iii) identify the Fleet and calculate Fleet
Hours, (iv) analyze the problems causing any claimed Deficiency,
(v) verify the Actual Average Flight Time, and (vi) when required,
develop appropriate remedial action.
<PAGE>
6.3 All reports submitted to Boeing will be addressed to the
attention of:
Director - Warranties
Boeing Commercial Airplanes
P.O. Box 3707
Seattle, Washington 98124-2207
7. Conditions and Limitations.
7.1 If, to reduce Airframe Maintenance Cost, Boeing or any
Boeing supplier issues service bulletins, service letters or other
written instructions (instructions) or offers no-charge retrofit
kits, Buyer will accomplish such instructions or install such kits
within a period of 240 days after availability of such instructions
or kits at Buyer's facility, or such longer period as may be
established by the parties. If Buyer does not comply with the time
requirements of this paragraph, all Airframe Maintenance Cost which
would have been eliminated if such instructions or kits had been
incorporated, will be subtracted from Cumulative Average Reported
Cost reported after expiration of such time requirements.
7.2 Buyer will promptly notify Boeing in writing of any
variations in its maintenance cost accounting system or procedures
which affect or would affect the proper reporting of Airframe
Maintenance Cost. Boeing will have the right to adjust the
Cumulative Average Target Cost and the definition for Airframe
Maintenance Cost to reflect the effect of any such variations.
7.3 Boeing will have the right to audit all costs charged by
Buyer to the work descriptions listed in paragraph 1.3 (the Work
Descriptions), as well as the maintenance practices and procedures
related thereto, at any reasonable time during the Program Term.
Boeing will also have the right to disapprove costs improperly
charged to such Work Descriptions. Boeing will provide Buyer with
written notification of its disapproval of any such costs, and if
Buyer does not provide proof that such costs are properly
chargeable to such Work Descriptions within 60 days after such
notification, Boeing's disapproval will be conclusive and Boeing
may deduct such costs from the computation of the Cumulative
Average Reported Cost.
<PAGE>
7.4 Boeing may inspect at all reasonable times Buyer's
maintenance facilities, programs and procedures. If Boeing
recommends in writing reasonable changes in Buyer's maintenance
programs and procedures which would, reduce the Cumulative Average
Reported Cost and Buyer does not effect such changes or Buyer
delays effecting such changes beyond the period set forth in
paragraph 7.1, Boeing will have the right to adjust the Cumulative
Average Target Cost to reflect the increased costs which Boeing
estimates will result from Buyer's failure or delay in effecting
such changes.
7.5 The Airframe Maintenance Cost will not include the
following: costs arising from loss of, or damage to, any Covered
Aircraft, or any system, accessory, equipment or part thereof; any
taxes, duties, tariffs, surcharges, transportation, insurance
interest or overhead; the cost of initial or sustaining spare parts
or the depreciation of such spare parts; costs resulting from any
modification to the Covered Aircraft or any system, equipment,
accessory or part thereof other than modifications described under
paragraph 1.3.4 herein; costs resulting from the negligent acts or
omissions of Buyer; costs resulting from the failure to comply with
Boeing's or Boeing's suppliers' applicable written instructions for
the operation, service, maintenance or overhaul of any Covered
Aircraft, or any system, accessory, equipment or part thereof;
costs attributable to loss of use, revenue or profit; costs of
consumable fluids, including fuel; costs due to acts of God, war,
armed hostilities, riots, fires, floods, earthquakes or serious
accidents, Governmental acts or failure to act affecting materials,
facilities or Aircraft needed for the maintenance of Covered
Aircraft; costs due to strikes or labor troubles causing cessation,
slowdown or interruption of work related to the maintenance of
Covered Aircraft; failure of or delay in transportation or
inability, after due and timely diligence, to procure materials,
systems, accessories, equipment or parts needed for the maintenance
of Covered Aircraft; or any other costs not included in the
Airframe Maintenance Cost.
7.6 Buyer's Cumulative Average Reported Cost as of any
Reporting Period will be reduced by any of the following items to
the extent that such items have been included as part of such
Cumulative Average Reported Cost:
<PAGE>
7.6.1 The price for any part provided by Boeing or
Boeing's suppliers to Buyer at no charge,
7.6.2 An amount equal to the difference between the
reported price for any part and the reduced price for such part as
provided by Boeing or Boeing's suppliers to Buyer,
7.6.3 The amount of any credit memorandum or other
payment scheme, established in Buyer's favor, related to the costs
involved in any warranty, maintenance cost guarantee, or similar
agreement and issued by Boeing or Boeing's suppliers to Buyer,
7.7 The Program will be suspended if during any Reporting
Period the average utilization for the Covered Aircraft is below
2,000 flight hours. Once the average utilization for the Covered
Aircraft exceeds the minimum average utilization set forth above
during any subsequent Reporting Period, the Program will be resumed
commencing on the first day of such subsequent Reporting Period.
Buyer's report of Cumulative Average Reported Cost as of any
Reporting Period during the Program Term will exclude all Airframe
Maintenance Cost incurred and Fleet Hours accumulated by Buyer
during any Reporting Period in which the Program was suspended as
provided above. The Program will not be extended to reflect any
period wherein it was suspended.
7.8 At Boeing's request, Buyer will assign to Boeing, any of
Buyer's rights against the manufacturer of any equipment, accessory
or part installed in the Covered Aircraft as Boeing may reasonably
require to fulfill its obligations with respect to any remedy
provided by Boeing hereunder.
7.9 THIS LETTER AGREEMENT AND THE RIGHTS AND REMEDIES OF
BUYER AND OBLIGATIONS OF BOEING HEREIN ARE SUBJECT TO THE
DISCLAIMER AND RELEASE AND EXCLUSION OF CONSEQUENTIAL AND OTHER
DAMAGES PROVISIONS OF ARTICLE 12 OF THE AGREEMENT.
8. Covered Aircraft Configuration.
The Target Maintenance Cost set forth in this Program is based
on the configuration for the Covered Aircraft as set forth in
Detail Specification D6-+ dated even date herewith (Exhibit A
to the Agreement).
<PAGE>
Such Target Maintenance Cost may be equitably adjusted by mutual
agreement to appropriately reflect any changes to the actual
configuration of the Covered Aircraft at the time of delivery
thereof to Buyer. Equitable adjustments to such Target
Maintenance Cost may also be made at any time during the Program
Term to reflect any additional changes in the configuration of the
Covered Aircraft.
9. 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 1830-1.
If the foregoing correctly sets forth your understanding of our
agreement with respect to the matters treated above, please
indicate your acceptance and approval below.
Very truly yours,
THE BOEING COMPANY
By _________________________
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO this
Date: ________________, 19+
International Lease Finance Corporation
By _________________________
Its_________________________
<PAGE>
Attachment A to
[Letter No.]
Actual Average Flight Time Adjustment
.65 +
----
TMC for AAFT = TMC for PAFT X AAFT .35
----------
.65 +
----
PAFT .35
.54 +
-----
TLC for AAFT = TLC for PAFT X AAFT .46
----------
.54 +
----
PAFT .46
Where AAFT = Actual Average Flight Time
Where PAFT = Projected Average Flight Time
Where TMC = target material cost
Where TLC = target labor cost
Note: The adjustment formula set forth above is obtained
from the publication "Airframe Maintenance Analysis of IATA PPM
(Production Performance Measurements) Maintenance Cost Data",
published by the three major commercial aircraft manufacturers in
support of IATA requirements.
<PAGE>
6-1162-KRG-1447
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Letter Agreement No. 6-1162-KRG-1447 to
Purchase Agreement No. 1830 -
* Operator Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein,
will have the same meaning as in the Agreements.
1. *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
2. *
3. *
4. *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
5. Reports. Boeing agrees to provide periodic reports to Buyer
of the status of *.
6. 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 Agreements 1830-1 dated even date herewith.
Very truly yours,
THE BOEING COMPANY
By: __/s/ Kenneth R. Geisen__
Its: __Attorney-In-Fact__
ACCEPTED AND AGREED TO as of this
date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By: __/s/ Steven R. Adams__
Its: __Vice President__
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
6-1162-KRG-1448
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Letter Agreement No. 6-1162-KRG-1448 to
Purchase Agreement No. 1830 -
Delivery Schedule Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 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. *
2. *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
*
3. *
4. 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 1830-1.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Very truly yours,
THE BOEING COMPANY
By: __/s/ Kenneth R. Geisen__
Its: __Attorney-In-Fact__
ACCEPTED AND AGREED TO this __27th__
day of __June__, 1995
INTERNATIONAL LEASE FINANCE
CORPORATION
By: ___/s/ Steven R. Adams__
Its: __Vice President__
<PAGE>
6-1162-KRG-1449
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90007
Subject: Letter Agreement No. 6-1162-KRG-1449 to
Purchase Agreement No. 1830 -
* Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 aircraft (the Aircraft).
All terms used and not defined herein shall have the same meaning
as in the Agreements.
1. *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
2. *
3. *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
*
(i) *
(ii) *
(iii) *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
*
4. *
(i) *
(ii) *
5. *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
*
6. *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
7. *
(i) *
(ii) *
(iii) *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
*
8. *
9. *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
(i) *
(ii) *
10. 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 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
Agreements 1830-1 dated even date herewith.
Very truly yours,
THE BOEING COMPANY
By: __/s/ Kenneth R. Geisen__
Its: __Attorney-In-Fact__
ACCEPTED AND AGREED TO this __27th__
day of __June__, 1995
INTERNATIONAL LEASE FINANCE
CORPORATION
By: __/s/ Steven R. Adams__
Its: __Vice President__
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
6-1162-KRG-1450
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Letter Agreement No. 6-1162-KRG-1450 to
Purchase Agreement No. 1830 - Miscellaneous Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 aircraft (the Aircraft).
1. Training at a Facility Other Than Boeing's.
If Buyer's lessee requests training at a facility other than
Boeing's as contemplated in Exhibit C-1, C-2 or C-3, as applicable,
to the Agreements, Boeing agrees that, subject to terms and
conditions mutually agreed upon during the Flight Training Planning
Conference, Buyer or Buyer's lessee may provide round trip
transportation for Boeing's employees and necessary materials for
such training as an alternative to reimbursement of Boeing for the
cost of the transportation.
2. Warranty Claim, Response and Payment Time.
For purposes of Exhibit B to the Agreements, Boeing shall use
its best reasonable efforts to provide: (i) its disposition
regarding each claim submitted by Buyer within thirty (30) days
after receipt of such claim and required substantiating data; and
(ii) for approved claims, its credit memorandum, as applicable,
within sixty (60) calendar days after receipt of Buyer's claim and
required substantiating data.
3. Warranty Labor Rate Determination.
In the event Buyer contracts for warranty work with a * ,
for purposes of determining the "average direct hourly labor
rate" per the provisions of paragraph 5.3 of Part B of Exhibit B of
the
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Agreement, *
4. State and Local Income Taxes.
So long as the Aircraft is delivered to Buyer by Boeing in the
state of Washington, the definition of Taxes as set forth in
Article 4.1 of the Agreements is hereby amended to also except
Washington State state and local income taxes. Notwithstanding
such condition, if an Aircraft is delivered outside the state of
Washington at Boeing's request, then Boeing will be responsible for
state and local income taxes.
5. Return of Advance Payments Due * .
* if either party
exercises its rights to *
, then Boeing will refund to Buyer all advance payments
paid by Buyer to Boeing with respect to the * Aircraft
*
6. Further Excusable Delay Matters.
In the event of rescheduling of an Aircraft due to an
Excusable Delay pursuant to Article 6, for the purposes of applying
the escalation provisions of Exhibit D to determine the purchase
price of such Aircraft, the previously scheduled delivery month
will be used. Buyer will pay advance payments for such Aircraft
based on its previously scheduled delivery month.
7. Return of Advance Payments Due to * .
* if the Agreement is terminated by Buyer because Boeing *,
Boeing will refund to Buyer all advance
payments paid by Buyer to Boeing with respect to 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>
*
8. Use of the Aircraft for Flight Test.
In the event Boeing requires the use of one or more of the
Aircraft for Boeing's certification flight test program, Boeing
will notify Buyer of such requirement and will offer Buyer
reasonable compensation for such usage. Boeing further agrees to
address any conditions on such Aircraft related to such testing and
will assure a return to a deliverable configuration prior to
delivery.
9. Assembly and Installation Drawings.
If requested by Buyer, Boeing will provide *
assembly and installation drawings in aperture card format
for any Aircraft, including regular revisions to such drawings, for
as long as Buyer owns such Aircraft. Initial aperture cards will
be shipped subject to Boeing's normal reprint cycle, but not sooner
than 120 days after delivery of the affected Aircraft. As an
alternative to Buyer receiving such drawings in aperture format and
in lieu of such aperture cards, Boeing will provide access to such
drawings in an on-line system Reference Engineering Data Automated
Retrieval System (REDARS). The REDARS offering is contingent upon
Buyer executing a standard REDARS subscription agreement.
10. Use of Aircraft for Boeing Purposes.
In the event Boeing requires an Aircraft prior to delivery for
Boeing's sole purpose, such as a marketing, sales or community use,
Boeing will obtain Buyer's consent to use such Aircraft. In
addition, Boeing agrees to indemnify Buyer per the provisions of
Article 9.6 for any such flight.
In addition, notwithstanding the provisions of paragraph 7 of
Exhibit E related to Buyer's risk of loss for BFE, Boeing agrees to
assume risk of loss for such BFE during any flight, prior to
delivery of an Aircraft, conducted by Boeing where the Aircraft is
in Boeing's care, custody and control and to the extent that such
flight is for Boeing's sole purpose 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>
defined above and is not a flight as described in paragraphs 9.3
and 9.5.1 of Article 9 of the Agreement.
11. Ongoing Process Improvements.
Boeing and Buyer have been holding continuing discussions
related to improving the processes Boeing utilizes in the
engineering, production, delivery and customer support of Boeing
aircraft. Boeing acknowledges the importance to Buyer and Boeing
of improving such processes and agrees to continue such
discussions. *
12. 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
Agreements 1830-1 dated even date herewith.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO as of this
date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
<PAGE>
6-1162-KRG-1451
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Letter Agreement No. 6-1162-KRG-1451 to
Purchase Agreement No. 1830 -
Escalation Matters
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1830 (the
Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 737-600/-700/-
800 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. Escalation Sharing Commitment.
Boeing agrees to share one-half of the escalation up to a
maximum of three percent (3%) per year in each of the years 1997
and 1998, as more fully described in paragraph 2 below, for any
Aircraft scheduled to be delivered after December 31, 1996 (the
Eligible Aircraft).
All escalation calculations under this Letter Agreement will be
made in accordance with Exhibit D to the Agreement entitled "Price
Adjustment Due to Economic Fluctuations - Airframe Price
Adjustment" (the Exhibit D), using actual escalation indices
published for the applicable period.
2. Calculation of Escalation Credit Memo.
2.1 Eligible Aircraft Delivering in 1997.
At the time of delivery of each Eligible Aircraft delivering in 1997,
Boeing will issue to Buyer a credit memorandum (the 1997 Credit Memorandum)
which shall be applied to the Aircraft Price of such Aircraft. The
Credit Memorandum shall be calculated as follows:
<PAGE>
One-half of the difference between the Aircraft escalation amount
calculated for a * aircraft delivery position, and the
escalation amount calculated for the month of delivery of the 1997
Eligible Aircraft; provided however,
The maximum amount of the 1997 Credit Memorandum shall not exceed
three percent (3%) pursuant to the following calculation:
At the time of the delivery of the 1997 Eligible Aircraft, the
Aircraft Basic Price will be escalated in accordance with the
Exhibit D formula to a * delivery month. The December
1996 escalated price will be referred to in the following formula
as the "December 1996 Index Amount". The 1997 Credit Memorandum
for the 1997 Eligible Aircraft will not exceed an amount equal to
the December 1996 Index Amount times 0.03.
2.2 Eligible Aircraft Delivering in 1998.
At the time of delivery of each Eligible Aircraft delivering
in 1998, Boeing will issue to Buyer a credit memorandum (the 1998
Credit Memorandum) which shall be applied to the Aircraft Price
of such Aircraft. The Credit Memorandum shall be calculated as
follows:
(i) One-half of the difference between the Aircraft escalation
amount calculated for a * aircraft delivery position,
and the escalation amount calculated for the month of delivery of
the 1998 Eligible Aircraft, provided however;
The maximum amount of the 1998 Credit Memorandum shall not exceed
three (3%) percent pursuant to the following calculation:
At the time of the delivery of the 1998 Eligible Aircraft, the
Aircraft Basic Price will be escalated in accordance with the
Exhibit D formula to a * delivery month. The December
1997 escalated price will be referred to in the following formula
as the "December 1997 Index Amount." The 1998 Credit Memorandum
for the 1998 Eligible Aircraft will not exceed an amount equal to
the December 1997 Index Amount times 0.03, plus;
(ii) The sum of the amount calculated above in sub-paragraph (i) of
this paragraph 2.2, added to the
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
amount calculated above in paragraph 2.1 for the 1997 Credit Memorandum.
2.3 Eligible Aircraft Delivering after 1998.
For Eligible Aircraft delivering after the calendar year 1998,
the amount of the Credit Memorandum will be the amount calculated
pursuant to paragraph 2.2 above through a * aircraft
delivery position.
3. Advance Payment Base Price.
It is agreed that the Advance Payment Base Prices for the
Eligible Aircraft set forth in Article 3.4 of the Agreement include
an estimate for the escalation sharing Credit Memorandum pursuant
to this Letter Agreement.
4. Credits *.
It is agreed that the credit memoranda specified in Letter
Agreement No. 6-1162-KRG-1442 * will be
based on the Base Aircraft Price escalated utilizing the
adjusted escalation calculation pursuant to this Letter Agreement
in lieu of the escalation provisions set forth in Exhibit D.
5. 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 1830-1.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO this
Date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
<PAGE>
[Letter Agreement 6-1162-KRG-1452 not executed by parties]
<PAGE>
Supplemental Agreement No. 7
to
Purchase Agreement No. 1770
between
The Boeing Company
and
International Lease Finance Corporation
Relating to Boeing Model 767-300ER Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the __27th__ day of
__June__, 1995, 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 three (3) of the
option aircraft as set forth in Letter Agreement No. 6-1162-RLL-497 to the
Purchase Agreement 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:
<PAGE>
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 reflects the addition of one (1) Pratt and Whitney
Aircraft scheduled for delivery in * and the addition of two (2)
General Electric Aircraft scheduled for delivery in *.
Such revised Article 1 is attached hereto and incorporated into the
Purchase Agreement by this reference.
2. Article 3, entitled "Price of Aircraft" paragraphs 3.4, 3.5, 3.6 and
3.7 are deleted in their entirety and replaced by a new Article 3 which
deletes any reference to Price First Published since all pricing for aircraft
delivering in 1999 has been established. New page 3-2 is attached hereto
and incorporated into the Purchase Agreement by this reference.
3. 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 one (1) Pratt and Whitney Aircraft scheduled for
delivery in *, the addition of two (2) General Electric Aircraft
scheduled for delivery in * and new advance payment base
prices reflecting escalation sharing for aircraft delivering after December 31,
1996. Such new Table 1 is attached hereto and incorporated into the Purchase
Agreement by this reference.
4. Exhibit D, entitled "Airframe and Engine Price Adjustment," is revised
by inserting new delivery months of * into the schedule of delivery months.
A revised page 2 incorporating this change 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, 2 and 3, pages 3 and 4 of
Attachment A and page 2 of Attachment B and substituting new pages numbered
accordingly. This revision deletes reference to the * Option Aircraft and
establishes prices for the Option Aircraft delivering in 1999. Such new
pages are attached hereto and incorporated into the Purchase Agreement by
this reference.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
6. Letter Agreement No. 6-1162-RLL-1469 entitled "Escalation Matters for
the 767 Aircraft delivering after December 31, 1996" is attached hereto and
incorporated into the Purchase Agreement by this reference. This letter
agreement defines the escalation sharing for 767 aircraft delivering after
December 31, 1996
7. Upon execution of this Supplemental Agreement, advance payments in the
amount of * shall be due for each additional Aircraft. Since Buyer has
previously made option deposits of * per Aircraft, a total of * shall be
returned to Buyer within three business days of execution of this
Supplemental Agreement.
8. The advance payments due Boeing will be revised to reflect the new
Advance Payment Base Price described in Schedule 1 attached hereto. Any excess
advance payments will be returned to Buyer within three (3) business days of
execution of this Supplemental Agreement.
9. Boeing and Buyer agree that the terms and conditions of Letter
Agreement No. 1770-1 dated December 15, 1992, shall apply to this Supplemental
Agreement No. 7 and related letter agreements.
8. This Supplemental Agreement will become effective upon its execution
and the execution of Purchase Agreement No. 1829, as amended and Purchase
Agreement No. 1830, as amended.
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/ Kenneth R. Geisen__ By: __/s/ Steven R. Adams__
Its: __Attorney-In-Fact__ Its: __Vice President__
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
TABLE OF CONTENTS
Page SA
Number Number
ARTICLES
1. Subject Matter of Sale 1-1 SA-7
2. Delivery, Title and Risk
of Loss 2-1
3. Price of Aircraft 3-1 SA-7
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-7
<PAGE>
SA
Number
EXHIBITS
A Aircraft Configuration . . . . . . . . . .
A-2 Aircraft Configuration - . . . . . . . . . SA-4
The KLM Aircraft
A-3 Aircraft Configuration - . . . . . . . . . SA-4
The Martin Air Aircraft
B Product Assurance Document . . . . . . . .
C Customer Support Document . . . . . . . .
D Price Adjustments Due to
Economic Fluctuations -
Airframe and Engines . . . . . . . . . . . SA-7
D-1 Price Adjustment Due to
Economic Fluctuations . . . . . . . . . . SA-4
D-2 Airframe-Engines - The KLM
Aircraft . . . . . . . . . . . . . . . . . SA-6
D-2 Airframe-Engines - The Martinair
Aircraft . . . . . . . . . . . . . . . . . SA-4
E Buyer Furnished Equipment
Provisions Document . . . . . . . . . . .
F Defined Terms Document . . . . . . . . . .
LETTER AGREEMENTS
<PAGE>
TABLE OF CONTENTS
SA
Number
RESTRICTED LETTER AGREEMENTS
6-1162-RLL-494 Advance Payments . . . . . . . . . . SA-5
6-1162-RLL-497 Option Aircraft . . . . . . . . . . SA-7
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
6-1162-RLL-1469 Escalation Matters for the 767 Aircraft
delivery after December 31, 1996 . . SA-7
<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, seven (7) 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,
five (5) 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>
3.4 Aircraft Price. The Aircraft Price for the Aircraft will be
established at the time of delivery of such Aircraft to Buyer and will be
the sum of:
3.4.1 the GE Aircraft Basic Price, set forth in Table 1; or
3.4.2 the PW Aircraft Basic Price, set forth in Table 1; plus
3.4.3 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
3.4.4 other price adjustments made pursuant to this Agreement
or other written agreements executed by Boeing and Buyer.
3.5 Advance Payment Base Price.
3.5.1 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.
3.5.2 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>
Table 1 to
Purchase Agreement 1770
Aircraft Deliveries and Descriptions
Model 767-300ER Aircraft
<TABLE>
<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
* One (1) D6T10330ILF-KL A-2 * * * *
*
* One (1) D6T10330ILF-KL A-2 * * * *
*
* One (1) D6T10330-MTH A-3 * * * *
*
* One (1) D6T10330ILF-KL A-2 * * * *
*
* One (1) D6T10330ILF-KL A-2 * * * *
*
* One (1) D6T10330ILF-KL A-2 * * * *
*
* One (1) D6T10330ILF-3 A-1 * * * *
*
* One (1) D6T10330ILF-KL A-2 * * * *
*
* One (1) D6T10330ILF-KL A-2 * * * *
*
* One (1) D6T10330ILF-3 A-1 * * * *
*
* One (1) D6T10330ILF-2 A * * * *
*
* One (1) D6T10330ILF-2 A * * * *
*
* One (1) D6T10330ILF-2 A * * * *
*
* One (1) D6T10330ILF-2 A * * * *
*
* One (1) D6T10330ILF-3 A-1 * * * *
*
* One (1) D6T10330ILF-2 A * * * *
*
* One (1) D6T10330ILF-3 A-1 * * * *
*
</TABLE>
# Engines only are in *.
## Airframe, Special Features and Engine are in *.
### Airframe and Special Features are in *,
Engines are in *.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Table 1 to
Purchase Agreement 1770
Aircraft Deliveries and Descriptions
Model 767-300ER Aircraft
<TABLE>
<S> <C> <C> <C> <C> <C> <C> <C>
<C>
* One (1) D6T10330ILF-2 A * * * *
*
* One (1) D6T10330ILF-2 A * * * *
*
* One (1) D6T10330ILF-3 A-1 * * * *
*
</TABLE>
# Engines only are in *.
## Airframe, Special Features and Engine are in *.
### Airframe and Special Features are in *,
Engines are in *.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<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
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
6-1162-RLL-497/767
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 five (5) 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
* One (1)
* One (1)
* One (1)
* One (1)
* One (1)
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<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 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>
Month and Year Advance Payment Base
of Delivery Price Per Option Aircraft
PW Option GE Option
Aircraft Aircraft
* * *
* * *
* * *
* * *
* * *
2.3 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>
Attachment A to
6-1162-RLL-497/767
Page 3
2. Price Description
2.1 Price Elements Per Aircraft
<TABLE>
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. ( * ) ( * ) 1 + 2 1 2
3 + 4 + 5
<S> <C> <C> <C> <C> <C>
<C>
PW Aircraft
* * * * * *
*
* * * * * *
*
* * * * * *
*
* * * * * *
*
* * * * * *
*
GE Aircraft ( * )
* * * * * *
*
* * * * * *
*
* * * * * *
*
* * * * * *
*
* * * * * *
*
*
</TABLE>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Attachment A to
6-1162-RLL-497/767
Page 4
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 Engine price and escalation provisions for Option Aircraft
delivering prior to 2000 will be adjusted if they are changed by the engine
manufacturer prior to signing a definitive agreement for the Option Aircraft.
2.5 Foreign Regulatory Requirements. The Aircraft 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>
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
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
(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
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
6-1162-RLL-1469
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-RLL-1468 to
Purchase Agreement No. 1770-
Escalation Matters for Aircraft
delivering after December 31, 1996
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1771 (the Agreement)
between The Boeing Company (Boeing) and Internatinal Lease Finance Corporation
(Buyer) relating to the sale by Boeing and the purchase be Buyer of 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. Escalation Sharing Commitment.
Boeing agrees to share one-half of the escalation up to a maximum of
three percent (3%) per year in each of the years 1997 and 1998, as more fully
described in paragraph 2 below, for any Aircraft scheduled to be delivered
after December 31, 1996 (the Eligible Aircraft).
All escalation calculations under this Letter Agreement will be made in
accordance with Exhibit D to the Agreement entitled "Price Adjustment Due to
Economic Fluctuations - Airframe Price Adjustment" (the Exhibit D), using
actual escalation indices published for the applicable period.
2. Calculation of Escalation Credit Memo.
2.1 Eligible Aircraft Delivering in 1997.
At the time of delivery of each Eligible Aircraft delivering in 1997,
Boeing will issue to Buyer a credit memorandum (the 1997 Credit Memorandum)
which shall be applied to the Aircraft Price of such Aircraft. The Credit
Memorandum shall be calculated as follows:
<PAGE>
One-half of the difference between the Base Airframe and Special Features
escalation amount calculated for a December 1996 aircraft delivery position,
and the escalation amount calculated for the month of delivery of the 1997
Eligible Aircraft; provided however,
The maximum amount of the 1997 Credit Memorandum shall not exceed three percent
(3%) pursuant to the following calculation:
At the time of the delivery of the 1997 Eligible Aircraft, the Base Airframe
Price and Special Features prices will be escalated in accordance with the
Exhibit D formula to a * delivery month. The December 1996 escalated price
will be referred to in the following formula as the "December 1996 Index
Amount". The 1997 Credit Memorandum for the 1997 Eligible Aircraft will not
exceed an amount equal to the December 1996 Index Amount times 0.03
2.2 Eligible Aircraft Delivering in 1998.
At the time of delivery of each Eligible Aircraft delivering in 1998,
Boeing will issue to Buyer a credit memorandum (the 1998 Credit Memorandum)
which shall be applied to the Aircraft Price of such Aircraft. The Credit
Memorandum shall be calculated as follows:
(i) One-half of the difference between the Base Airframe and Special Features
escalation amount calculated for a * aircraft delivery position, and the
escalation amount calculated for the month of delivery of the 1998 Eligible
Aircraft, provided however;
The maximum amount of the 1998 Credit Memorandum shall not exceed three (3%)
percent pursuant to the following calculation:
At the time of the delivery of the 1998 Eligible Aircraft, the Base Airframe
Price and Special Features prices will be escalated in accordance with the
Exhibit D formula to a * delivery month. The December 1997 escalated price
will be referred to in the following formula as the "December 1997 Index
Amount." The 1998 Credit Memorandum for the 1998 Eligible Aircraft will
not exceed an amount equal to the December 1997 Index Amount times 0.03,
plus;
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
(ii) The sum of the amount calculated above in sub-paragraph (i) of this
paragraph 2.2, added to the amount calculated above in paragraph 2.1 for the
1997 Credit Memorandum.
2.3 Eligible Aircraft Delivering after 1998.
For Eligible Aircraft delivering after the calendar year 1998, the
amount of the Credit Memorandum will be the amount calculated pursuant to
paragraph 2.2 above through a * aircraft delivery position.
3. Advance Payment Base Price.
It is agreed that the Advance Payment Base Prices for the Eligible
Aircraft set forth in Schedule 1 of the Agreement include an estimate for the
escalation sharing Credit Memorandum pursuant to this Letter Agreement.
4. Escalating Credits (STE).
It is agreed that the credit memoranda specified in Letter Agreement No.
6-1162-RLL-493 which is expressed as a percentage of the escalated Aircraft
Price of the Aircraft will be calculated using the same indices used to develop
the adjusted airframe escalation pursuant to this Letter Agreement.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
5. 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
1770-1.
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO this
Date: __June 27__, 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
<PAGE>
Supplemental Agreement No. 5
to
Purchase Agreement No. 1771
between
The Boeing Company
and
International Lease Finance Corporation
Relating to Boeing Model 757 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the __27th__ day of
__June__, 1995, by and between THE BOEING COMPANY, a Delaware corporation
(Boeing), and INTERNATIONAL LEASE FINANCE CORPORATION, a corporation with its
principal office in the City of Los Angeles, State of California (Buyer);
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an agreement dated as of
December 15, 1992, relating to Boeing Model 757 aircraft, which
agreement, as amended, together with all exhibits and specifications
attached thereto and made a part thereof which 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) of the
option aircraft as set forth in Letter Agreement No. 6-1162-RLL-487 to the
Purchase Agreement and revise the contract delivery month of one (1)
each 757 aircraft from * and from
* as well as certain additional changes as
set forth herein;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree to supplement the Purchase Agreement
as follows:
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
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 reflects the addition of one (1) RR Aircraft scheduled for delivery
in * and the change of the contract delivery month of one (1)
Aircraft from * and one (1) Aircraft from
* . Such revised Article 1 is attached hereto
and incorporated into the Purchase Agreement by this reference.
2. Article 3, entitled "Price of Aircraft" paragraph 3.4, 3.5, 3.6 and 3.7
are deleted in their entirety and replaced by the following new Article 3 which
deletes any reference to Price First Published since all pricing for aircraft
delivering in 1999 has been established. New pages 3-1 and 3-2 are attached
hereto and incorporated into the Purchase Agreement by this reference.
3. 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 one (1) RR Aircraft, the change in delivery of one
(1) Aircraft from * and one (1) Aircraft from
* and new advance payment base prices reflecting
escalation sharing for aircraft delivering after December 31, 1996. Such new
Table 1 is attached hereto and incorporated into the Purchase Agreement by this
reference.
4. Exhibit D entitled "AIRFRAME AND ENGINE PRICE ADJUSTMENT," is revised by
inserting a new delivery month of October 1998, revising the delivery month of
one (1) Aircraft from * and one (1) Aircraft from
* and adding the * aircraft into
the schedule of delivery months. A revised page 2 incorporating these changes
is attached hereto and incorporated into the Purchase Agreement by this
reference.
5. Letter Agreement No. 6-1162-RLL-487 entitled "Option Aircraft" is revised
by deleting in their entirety pages 1, 2 and 3, page 3 and 4 of Attachment A
and page 1 of Attachment B and substituting new pages numbered accordingly.
This revision deletes reference to the * Option Aircraft and
establishes prices for the Option Aircraft delivering in 1999. Such new pages
are attached hereto and incorporated into the Purchase Agreement by this
reference.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
6. Letter Agreement No. 6-1162-RLL-1468 entitled "Escalation Matters for 757
Aircraft delivering after December 31, 1996" is attached hereto and
incorporated into the Purchase Agreement by this reference. This letter
agreement defines the escalation sharing for 757 aircraft delivering after
December 31, 1996.
7. Upon execution of this Supplemental Agreement, advance payments in the
amount of * shall be due for the additional Aircraft. Since Buyer has
previously made option deposits of * for the Aircraft, a total of
* shall be returned to Buyer within three business days of execution of
this Supplemental Agreement.
8. The advance payments due Boeing will be revised to reflect the new
Advance Payment Base Price described in Schedule 1 attached hereto.
Any excess advance payments will be returned to Buyer within three (3)
business days of execution of this Supplemental Agreement.
9. Boeing and Buyer agree that the terms and conditions of Letter Agreement
No. 1771-1 dated December 15, 1992, shall apply to this Supplemental Agreement
No. 8 and related letter agreement.
8. This Supplemental Agreement will become effective upon its execution and
the execution of Purchase Agreement No. 1829, as amended and Purchase Agreement
No. 1830, as amended.
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/ Kenneth R. Geisen__ By: __/s/ Steven R. Adams__
Its: __Attorney-In-Fact__ Its: __Vice President__
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
TABLE OF CONTENTS
Page SA
Number Number
ARTICLES
1. Subject Matter of Sale 1-1 SA-5
2. Delivery, Title and Risk of Loss 2-1
3. Price of Aircraft 3-1 SA-5
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-5
<PAGE>
TABLE OF CONTENTS
SA
Number
EXHIBITS
A Aircraft Configuration
B Product Assurance Document
C Customer Support Document
D Price Adjustments Due to Economic
Fluctuations - Airframe and Engines SA-5
E Buyer Furnished Equipment Provisions
Document
F Defined Terms Document
LETTER AGREEMENTS
RESTRICTED LETTER AGREEMENTS
6-1162-RLL-484 Advance Payments SA-4
6-1162-RLL-487 Option Aircraft SA-5
6-1162-RLL-1468 Escalation Matters for Aircraft
Delivery after December 31, 1996 ..... SA-5
<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 thirteen (13)
Boeing Model 757-200 Rolls-Royce powered aircraft (the RR Aircraft)
manufactured in accordance with Boeing detail specification D6-44010-50-2
Rev B, dated May 1, 1992, as described in Exhibit A-1, and nine (9) Boeing
Model 757-200 Pratt & Whitney powered aircraft (the PW Aircraft)
manufactured in accordance with Boeing detail specification D6-44010-77 Rev
E, dated May 15, 1992 as described in Exhibit A 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
757-200 Aircraft" and are referred to individually and collectively as the
"Aircraft" or "AIRCRAFT". The Aircraft powered by the Rolls-Royce engine
may also be referred to, as the context may require, as the "RR 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>
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 RR Aircraft Basic Price.
The RR Aircraft Basic Price is set forth in Table 1.
3.3 P&W Aircraft Basic Price.
The P&W Aircraft Basic Price is set forth in Table 1.
3.4 Aircraft Price. The Aircraft Price for the aircraft will be
established at the time of delivery of such Aircraft to Buyer and will be
the sum of:
3.4.1 the RR Aircraft Basic Price, set forth in Table 1;
or
<PAGE>
3.4.2 the P&W Aircraft Basic Price, set forth in Table 1;
plus
3.4.3 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
3.4.4 other price adjustments made pursuant to this
Agreement or other written agreements executed by Boeing and Buyer.
3.5 Advance Payment Base Price.
3.5.1 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.
3.5.2 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>
Table 1 to
Purchase Agreement 1771
Aircraft Deliveries and Descriptions
Model 757-200 Aircraft
<TABLE>
<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
* One (1) D6-44010-77 A * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
* One (1) D6-44010-77 A * * *
* *
* One (1) D6-44010-77 A * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
* One (1) D6-44010-77 A * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
* One (1) D6-44010-77 A * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
* One (1) D6-44010-77 A * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
* Two (2) D6-44010-50-2 A-1 * * *
* *
* One (1) D6-44010-77 A * * *
* *
* One (1) D6-44010-77 A * * *
* *
* One (1) D6-44010-77 A * * *
* *
* One (1) D6-44010-50-2 A-1 * * *
* *
</TABLE>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<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
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* Two (2) *
* One (1) *
* One (1) *
* Two (2) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
6-1162-RLL-487
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-RLL-487 to
Purchase Agreement No. 1771 - Option Aircraft
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1771 dated as of even date
herewith (the Agreement) between The Boeing Company (Boeing) and International
Lease Finance Corporation (Buyer) relating to Model 757-200 aircraft
(Aircraft).
All terms used and not defined herein shall have the same meaning as in the
Agreement.
In consideration of the purchase by Buyer of the Aircraft, Boeing hereby agrees
to manufacture and sell seven (7) additional Model 757-200 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
* One (1)
* One (1)
* One (1)
* Two (2)
* One (1)
* One (1)
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
1.2 The Option Aircraft are offered to Buyer powered by either Pratt
& Whitney Model 2037 Engines (PW Option Aircraft) or Rolls-Royce Model RB211-
535-E4 Engines (RR Option Aircraft).
Concurrently with exercise of the option to purchase the Option Aircraft, Buyer
will notify Boeing which engine it selects to power 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 The advance payment base prices of the Option Aircraft indicated
below includes 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
Buyer Furnished Equipment is * (expressed in 1996 dollars).
Month and Year Advance Payment Base
of Delivery Price Per Option Aircraft
PW Aircraft RR Aircraft
* * *
* * *
* * *
* * *
* * *
* * *
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.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
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 of * 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>
Attachment A to
6-1162-RLL-487/757
Page 3
2. Price Description
2.1.1 Price Elements Per Aircraft
<TABLE>
1 2 3 4
5 6
A/C BASIC ESTIMATED ESCALATION
ADV. PMT.
AIRCRAFT AIRFRAME & SPECIAL PRICE ON
ESTIMATED BASE PRICE
DELIVERY FEATURES PRICE ENGINE PRICE ELEMENTS ELEMENT ELEMENT
PRICE BFE (ELEMENTS)
MO. & YR. ( * ) ( * ) 1 + 2 1 2 TO
SPE 3 + 4 + 5
PW Aircraft
<S> <C> <C> <C> <C> <C>
<C> <C>
* * * * * *
* *
* * * * * *
* *
* * * * * *
* *
* * * * * *
* *
* * * * * *
* *
* * * * * *
* *
RR Aircraft
* * * * * *
* *
* * * * * *
* *
* * * * * *
* *
* * * * * *
* *
* * * * * *
* *
* * * * * *
* *
</TABLE>
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Attachment A to
6-1162-RLL-487/757
Page 4
2. Price Description. (Continued)
2.2 Special Features. The price for special features incorporated in
the Option Aircraft Detail 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 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.
2.5 Foreign Regulatory Requirements. The Aircraft 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.
Accordingly, Buyer will pay Boeing's price for any addition to, or change,
modification or testing of any Option
<PAGE>
Attachment B to
6-1162-RLL-487/757
Page 1
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
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
* One (1) *
(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
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
Boeing Commercial Airplane Group
P.O. Box 3707
Seattle, WA 98124-2207
6-1162-RLL-1468
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90211
Subject: Letter Agreement No. 6-1162-RLL-1468 to
Purchase Agreement No. 1771-
Escalation Matters for Aircraft
delivering after December 31, 1996
Gentlemen:
This Letter Agreement amends Purchase Agreement No. 1771 (the Agreement)
between The Boeing Company (Boeing) and International Lease Finance Corporation
(Buyer) relating to the sale by Boeing and the purchase be Buyer of Model 757-
200 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. Escalation Sharing Commitment.
Boeing agrees to share one-half of the escalation up to a maximum of
three percent (3%) per year in each of the years 1997 and 1998, as more fully
described in paragraph 2 below, for any Aircraft scheduled to be delivered
after December 31, 1996 (the Eligible Aircraft).
All escalation calculations under this Letter Agreement will be made in
accordance with Exhibit D to the Agreement entitled "Price Adjustment Due to
Economic Fluctuations - Airframe Price Adjustment" (the Exhibit D), using
actual escalation indices published for the applicable period.
<PAGE>
2. Calculation of Escalation Credit Memo.
2.1 Eligible Aircraft Delivering in 1997.
------------------------------------
At the time of delivery of each Eligible Aircraft delivering in 1997,
Boeing will issue to Buyer a credit memorandum (the 1997 Credit Memorandum)
which shall be applied to the Aircraft Price of such Aircraft. The Credit
Memorandum shall be calculated as follows:
One-half of the difference between the Base Airframe and Special Features
escalation amount calculated for a * aircraft delivery position,
and the escalation amount calculated for the month of delivery of the 1997
Eligible Aircraft; provided however,
The maximum amount of the 1997 Credit Memorandum shall not exceed three percent
(3%) pursuant to the following calculation:
At the time of the delivery of the 1997 Eligible Aircraft, the Base Airframe
Price and Special Features prices will be escalated in accordance with the
Exhibit D formula to a * delivery month. The December 1996
escalated price will be referred to in the following formula as the "December
1996 Index Amount". The 1997 Credit Memorandum for the 1997 Eligible Aircraft
will not exceed an amount equal to the December 1996 Index Amount times 0.03
2.2 Eligible Aircraft Delivering in 1998.
------------------------------------
At the time of delivery of each Eligible Aircraft delivering in 1998,
Boeing will issue to Buyer a credit memorandum (the 1998 Credit Memorandum)
which shall be applied to the Aircraft Price of such Aircraft. The Credit
Memorandum shall be calculated as follows:
(i) One-half of the difference between the Base Airframe and Special Features
escalation amount calculated for a * aircraft delivery position,
and the escalation amount calculated for the month of delivery of the 1998
Eligible Aircraft, provided however;
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
The maximum amount of the 1998 Credit Memorandum shall not exceed three (3%)
percent pursuant to the following calculation:
At the time of the delivery of the 1998 Eligible Aircraft, the Base Airframe
Price and Special Features prices will be escalated in accordance with the
Exhibit D formula to a * delivery month. The December 1997
escalated price will be referred to in the following formula as the "December
1997 Index Amount." The 1998 Credit Memorandum for the 1998 Eligible Aircraft
will not exceed an amount equal to the December 1997 Index Amount times 0.03,
plus;
(ii) The sum of the amount calculated above in sub-paragraph (i) of this
paragraph 2.2, added to the amount calculated above in paragraph 2.1 for the
1997 Credit Memorandum.
2.3 Eligible Aircraft Delivering after 1998.
---------------------------------------
For Eligible Aircraft delivering after the calendar year 1998, the
amount of the Credit Memorandum will be the amount calculated pursuant to
paragraph 2.2 above through a * aircraft delivery position.
3. Advance Payment Base Price.
It is agreed that the Advance Payment Base Prices for the Eligible
Aircraft set forth in Article 5.1.1 of the Agreement include an estimate for
the escalation sharing Credit Memorandum pursuant to this Letter Agreement.
4. Escalating Credits (STE).
It is agreed that the credit memoranda specified in Letter Agreement No.
6-1162-RLL-483 which is expressed as a percentage of the escalated Aircraft
Price of the Aircraft will be calculated using the same indices used to develop
the adjusted airframe escalation pursuant to this Letter Agreement.
* PURSUANT TO 17 CFR 240.24b-2, CONFIDENTIAL INFORMATION HAS BEEN OMITTED
AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
<PAGE>
5. 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
1771-1.
Very truly yours,
THE BOEING COMPANY
By __/s/ Kenneth R. Geisen__
Its __Attorney-In-Fact__
ACCEPTED AND AGREED TO this
Date: __June 27,__ 1995
INTERNATIONAL LEASE FINANCE CORPORATION
By __/s/ Steven R. Adams__
Its __Vice President__
<PAGE>
<TABLE>
<CAPTION>
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
DIVIDENDS FOR THE SIX MONTHS ENDED JUNE 30, 1995 AND JUNE 30, 1994
(DOLLARS IN THOUSANDS)
<S> <C> <C>
1995 1994
------------ -----------
(Unaudited)
Earnings:
Net Income. . . . . . . . . . . . . . . . . . $ 101,091 $ 107,984
Add:
Provision for income taxes 63,351 63,840
Fixed charges . . . . . . . . . . . . . . 281,113 190,077
Less:
Capitalized interest . . . . . . . . . . 27,286 20,738
---------- ----------
Earnings as adjusted (A) . . . . . . . . . $ 418,269 $ 341,163
Preferred dividend requirements . . . . . . . $ 6,581 $ 3,411
Ratio of income before provision
for income taxes to net income. . . . . . 163% 159%
----------- -----------
Preferred dividend factor on pretax
basis . . . . . . . . . . . . . . . . . . 10,727 5,423
----------- -----------
Fixed Charges:
Interest expense . . . . . . . . . . . . 253,827 169,339
Capitalized interest. . . . . . . . . . . 27,286 20,738
----------- -----------
Fixed charges as adjusted . . . . . . . . 281,113 190,077
----------- -----------
Fixed charges and preferred stock
dividends (B) . . . . . . . . . . . . . . $ 291,840 $ 195,500
========== ==========
Ratio of earnings to fixed charges
and preferred stock dividends
(A) divided by (B) . . . . . . . . . . . 1.43x 1.75x
=========== ===========
</TABLE>
<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 JUNE 30, 1995 AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> JUN-30-1995
<CASH> 50,618
<SECURITIES> 0
<RECEIVABLES> 405,028
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 11,019,507
<DEPRECIATION> 1,176,159
<TOTAL-ASSETS> 12,418,626
<CURRENT-LIABILITIES> 0
<BONDS> 9,375,877
<COMMON> 3,582
0
300,000
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 12,418,626
<SALES> 648,414
<TOTAL-REVENUES> 671,237
<CGS> 0
<TOTAL-COSTS> 252,968
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 253,827
<INCOME-PRETAX> 164,442
<INCOME-TAX> 63,351
<INCOME-CONTINUING> 101,091
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 101,091
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
