<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10 - Q
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended............September 30, 1999......
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 ________, 1999
COMMON STOCK, NO PAR VALUE 35,818,122
<PAGE> 2
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX
<TABLE>
<CAPTION>
Part I. Financial Information: Page No.
<S> <C>
Item 1. Financial Statements
Condensed Consolidated Balance Sheets
September 30, 1999 (unaudited) and December 31, 1998...........................3
Condensed Consolidated unaudited Statements of Income
Three Months Ended September 30, 1999 and 1998.................................4
Condensed Consolidated unaudited Statements of Income
Nine Months Ended September 30, 1999 and 1998..................................5
Condensed Consolidated unaudited Statements of Cash Flows
Nine Months Ended September 30, 1999 and 1998..................................6
Note to Condensed Consolidated Financial Statements.....................................8
Item 2. Management's Discussion and Analysis of the
Financial Condition and Results of Operations................................9
Item 3. Quantitative and Qualitative Disclosures - About
Market Risk ........................................................................13
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K....................................................14
Signatures.............................................................................15
Index to Exhibits......................................................................16
</TABLE>
<PAGE> 3
PART I FINANCIAL INFORMATION
ITEM 1 INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(DOLLARS IN THOUSANDS, EXCEPT SHARE AND PER SHARE AMOUNTS)
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------- ------------
(Unaudited)
<S> <C> <C>
ASSETS
Cash, including interest bearing accounts
of $90,079(1999) and $33,716(1998) $ 112,788 $ 52,723
Current income taxes receivable 16,007
Notes receivable and net investment in
finance and sales-type leases 303,685 430,248
Flight equipment under operating leases 18,173,703 16,860,789
Less accumulated depreciation 2,088,522 1,988,359
----------- -----------
16,085,181 14,872,430
Deposits on flight equipment purchases 809,170 906,197
Accrued interest, other receivables
and other assets 85,687 72,525
Deferred debt issue costs-less
accumulated amortization of $70,951
(1999) and $62,115(1998) 30,498 29,502
----------- -----------
$17,427,009 $16,379,632
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current income taxes payable $ 129,288 $
Accrued interest and other payables 302,239 235,046
Debt financing, net of deferred debt
discount of $19,389(1999) and $14,852
(1998) 11,083,734 10,373,242
Capital lease obligations 698,056 810,768
Security & other deposits on flight
equipment 828,483 863,832
Rentals received in advance 111,786 119,682
Deferred income taxes payable 1,164,874 1,132,687
SHAREHOLDERS' 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
F,G and H (1999 and 1998) each having 500
shares issued and outstanding 400,000 400,000
Common stock--no par value; 100,000,000
authorized shares, 35,818,122 (1999
and 1998) issued and outstanding 3,582 3,582
Additional paid-in capital 579,955 579,955
Retained earnings 2,125,012 1,860,838
----------- -----------
3,108,549 2,844,375
----------- -----------
$17,427,009 $16,379,632
=========== ===========
</TABLE>
See note to condensed consolidated financial statements.
-3-
<PAGE> 4
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE THREE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
-------- --------
(Unaudited)
<S> <C> <C>
REVENUES:
Rentals of flight equipment $533,178 $478,464
Flight equipment marketing 83,210 20,117
Interest and other 13,937 18,218
-------- --------
630,325 516,799
-------- --------
EXPENSES:
Interest 177,493 165,267
Depreciation 163,982 142,248
Rent expense 32,726 34,871
Provision for overhaul 27,609 27,552
Selling, general & administrative 11,251 12,372
-------- --------
413,061 382,310
-------- --------
INCOME BEFORE INCOME TAXES 217,264 134,489
Provision for income taxes 76,591 46,488
-------- --------
NET INCOME $140,673 $ 88,001
======== ========
</TABLE>
See note to condensed consolidated financial statements.
-4-
<PAGE> 5
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
---------- ----------
(Unaudited)
<S> <C> <C>
REVENUES:
Rentals of flight equipment $1,556,851 $1,362,800
Flight equipment marketing 110,433 84,922
Interest and other 49,845 60,770
---------- ----------
1,717,129 1,508,492
---------- ----------
EXPENSES:
Interest 512,964 477,318
Depreciation 477,661 409,894
Rent expense 96,036 104,340
Provision for overhaul 71,836 78,031
Selling, general & administrative 35,471 33,356
---------- ----------
1,193,968 1,102,939
---------- ----------
INCOME BEFORE INCOME TAXES 523,161 405,553
Provision for income taxes 185,413 142,750
---------- ----------
NET INCOME $ 337,748 $ 262,803
========== ==========
</TABLE>
See note to condensed consolidated financial statements.
-5-
<PAGE> 6
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
----------- -----------
(Unaudited)
<S> <C> <C>
OPERATING ACTIVITIES:
Net Income $ 337,748 $ 262,803
Adjustments to reconcile net income
to net cash provided by operating activities:
Depreciation of flight equipment 477,661 409,894
Deferred income taxes 32,187 132,015
Amortization of deferred debt
issue costs 8,836 8,258
Gain on sale of flight equipment
included in amount financed (7,820) (8,429)
Increase in notes receivable (38,803) (13,497)
Equity in net income of affiliates 716 (229)
Change in unamortized debt discount (4,537) (16,181)
Changes in operating assets and liabilities:
Increase in accrued interest,
other receivables and other assets (18,878) (15,883)
Increase in current income taxes receivable (78,041)
Increase in current income taxes payable 145,295
Increase in accrued interest and other
payables 67,193 42,565
Increase in rentals received in advance (7,895) (4,685)
----------- -----------
Net cash provided by operating activities 991,703 718,590
----------- -----------
INVESTING ACTIVITIES:
Acquisition of flight equipment
for operating leases (2,952,286) (2,708,862)
Decrease in deposits and progress payments 97,027 117,768
Proceeds from disposal of flight
equipment-net of gain 1,191,725 457,703
Collections on notes receivable and sales-type
leases 243,335 54,122
Increase in notes receivable (7,000)
Dividends from unconsolidated subsidiary 5,000
----------- -----------
Net cash used in investing activities (1,415,199) (2,086,269)
----------- -----------
FINANCING ACTIVITIES:
Proceeds from debt financing 6,310,600 4,721,940
Payments in reduction of debt financing (5,708,283) (3,300,387)
Debt issue costs (9,832) (6,455)
(Decrease) Increase in customer deposits (35,350) 119,006
Payment of common and preferred dividends (73,574) (31,356)
----------- -----------
Net cash provided by financing activities 483,561 1,502,748
----------- -----------
Increase in cash 60,065 135,069
Cash at beginning of period 52,723 63,754
----------- -----------
Cash at end of period $ 112,788 $ 198,823
=========== ===========
</TABLE>
-6-
<PAGE> 7
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
<TABLE>
<CAPTION>
1999 1998
-------- --------
(Dollars in thousands)
(Unaudited)
<S> <C> <C>
Cash paid during the period for:
Interest (net of amount capitalized
$34,051(1999) and $41,193(1998)) $419,235 $404,487
Income taxes 7,930 88,777
</TABLE>
1999:
Notes in the amount of $77,970 were received as partial payment in exchange
for flight equipment sold with a book value of $70,150.
1998:
Notes in the amount of $75,265 were received as partial payment in exchange
for flight equipment sold with a book value of $66,836.
See note to condensed consolidated financial statements.
-7-
<PAGE> 8
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
NOTE TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 1999
(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 1998
condensed consolidated financial statements to conform to the 1999
presentation. Operating results for the nine months ended September 30,
1999 are not necessarily indicative of the results that may be expected
for the year ended December 31, 1999. 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,
1998.
-8-
<PAGE> 9
ITEM 2 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
funds for 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:
<TABLE>
<CAPTION>
September 30, December 31,
1999 1998
------------ ------------
(Dollars in thousands)
<S> <C> <C>
Public term debt with single
maturities $ 3,200,000 $ 3,825,000
Public medium-term notes with
varying maturities 4,229,080 3,348,350
Capital lease obligations 698,056 810,768
Bank and other term debt 1,115,432
------------ ------------
Total term debt and capital lease 9,242,568 7,984,118
obligations
Commercial paper 2,558,611 3,214,744
Less: Deferred debt discount (19,389) (14,852)
------------ ------------
Total Debt Financing and capital lease
obligations $ 11,781,790 $ 11,184,010
============ ============
Composite interest rate 6.03% 6.03%
Percentage of total debt at fixed rates 79.18% 64.20%
Composite interest rate on fixed rate 6.03% 6.41%
debt
Bank prime rate 8.25% 7.75%
</TABLE>
The interest on substantially all of the public debt (exclusive of the
Commercial Paper) is fixed for the terms of the notes. The Company has committed
revolving loans and lines of credit with 54 banks aggregating $2.90 billion and
uncommitted lines of credit with one bank for varying amounts mutually agreed to
by the Company and the bank. These revolving loans and lines of credit
principally provide for interest rates that vary according to the pricing option
in effect at the time of borrowing. Pricing options include prime, a range from
.22% over LIBOR to .32% over LIBOR based upon utilization, or a rate determined
by a competitive bid process with the banks. The revolving loans and lines of
credit are subject to facility fees of up to .08% of amounts available. Such
financing is used primarily as backup for the Company's Commercial Paper
program.
The Company has an effective shelf registration with respect to $2.0
billion of debt securities, under which $275 million in notes were sold through
September 30, 1999. Additionally, a $750 million Medium-Term Note Program has
been implemented under the shelf registration, under which $45 million in notes
were sold through September 30, 1999.
In addition, the Company established a Euro Medium Term Note Program for
$2 billion, under which $771 million in notes were sold through September 30,
1999.
The Company has an Export Credit Facility, up to a maximum of $4.3
billion, for approximately 75 aircraft to be delivered from 1999 through
-9-
<PAGE> 10
2001. The Company has the right, but is not required, to use the facility to
fund 85% of each aircraft's purchase price. This facility is guaranteed by
various European Export Credit Agencies. The interest rate varies from 5.753% to
5.898% on the first 75 aircraft depending on the delivery date of the aircraft.
Through September 30, 1999, the Company borrowed $1,115.4 million under this
facility.
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.
IMPACT OF THE YEAR 2000
The Company continues to monitor the status of the Year 2000 compliance of
third party critical dependencies including lessees, vendors and financial
institutions. This monitoring includes reviewing lessees Y2K exclusions with
regard to insurance coverage. For further information on the impact of the year
2000, refer to Item 7 in the Company's annual report on Form 10-K for the year
ended December 31, 1998.
Certain of the statements in this discussion, as well as other
forward-looking statements within this document, contain estimates and
projections of cash flows and debt financing to support future capital
requirements. While these forward-looking statements are made in good faith,
future operating, market competitive, economic and other conditions and events
could cause actual results to differ materially from those in the
forward-looking statements.
-10-
<PAGE> 11
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS-Three months ended September 30, 1999 versus 1998.
The 11.43% increase in revenues from the rentals of flight equipment, from
$478.5 million in 1998 to $533.2 million in 1999, is due to a 4.35% increase in
the number of aircraft available for operating lease from 345 at September 30,
1998 to 360 at September 30, 1999. The quarterly average cost of the leased
fleet, which includes aircraft subject to sale-lease back transactions from
which rental income is earned, increased 8.33% from $17.8 billion in 1998 to
$19.3 billion in 1999.
In addition to its leasing operations, the Company engages in the
marketing of flight equipment at the end of, or during, the lease term, as well
as the sales of flight equipment on a principal and commission basis. Revenue
from flight equipment marketing increased from $20.1 million in 1998 to $83.2
million in 1999 as a result of the type and the number of flight equipment
marketed in each period. Seven aircraft were sold in the third quarter of 1998
compared to thirty-two aircraft in the third quarter of 1999.
Interest expense increased from $165.3 million in 1998 to $177.5 million
in 1999 as a result of an increase in debt outstanding, excluding the effect of
debt discount, from $11.4 billion in 1998 to $11.8 billion in 1999, offset in
part by lower composite borrowing rates in 1999. The Company's composite
borrowing rate fluctuated as follows:
<TABLE>
1999 1998 Decrease
---- ---- --------
<S> <C> <C> <C>
Beginning of Quarter 5.85% 6.22% (.37%)
End of Quarter 6.03% 6.18% (.15%)
---- ----
Average 5.94% 6.20% (.26%)
</TABLE>
Depreciation of flight equipment increased from $142.2 million in 1998 to
$164.0 million in 1999 due to the increased relative cost of the fleet.
Rent expense decreased from $34.9 million in 1998 to $32.7 million in 1999
due to a decrease in the lease rates for 19 aircraft subject to sale-lease back
transactions. Lease rates decreased as a result of principal amortization and
decreased interest rates affecting the floating interest component of the lease
rates.
-11-
<PAGE> 12
INTERNATIONAL LEASE FINANCE CORPORATION
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS-Nine months ended September 30, 1999 versus 1998.
The 14.24% increase in revenues from the rentals of flight equipment, from
$1,362.8 million in 1998 to $1,556.9 million in 1999, is due to a 4.35% increase
in the number of aircraft available for operating lease from 345 at September
30, 1998 to 360 at September 30, 1999. The nine month average cost of the leased
fleet, which includes aircraft subject to sale-lease back transactions from
which rental income is earned, increased 7.69% from $16.9 billion to $18.2
billion in 1999.
In addition to its leasing operations, the Company engages in the
marketing of flight equipment at the end of, or during, the lease term, as well
as the sales of flight equipment on a principal and commission basis. Revenue
from flight equipment marketing increased from $84.9 million in 1998 to $110.4
million in 1999 as a result of the type and the number of the flight equipment
marketed in each period. Twenty-four aircraft were sold in the first nine months
of 1998 compared to forty aircraft in the first nine months of 1999. In
addition, the Company sold eight engines in the first nine months of 1998
compared to twelve engines in the first nine months of 1999.
Interest expense increased from $477.3 million in 1998 to $513.0 million
in 1999 as a result of an increase in debt outstanding, excluding the effect of
debt discount, from $11.4 billion in 1998 to $11.8 billion in 1999, offset in
part by lower composite borrowing rates in 1999. The Company's composite
borrowing rate fluctuated as follows:
<TABLE>
<CAPTION>
1999 1998 Decrease
---- ---- --------
<S> <C> <C> <C>
Beginning of nine months 6.03% 6.44% (.41%)
End of nine months 6.03% 6.18% (.15%)
---- ---
Average 6.03% 6.31% (.28%)
</TABLE>
Depreciation of flight equipment increased from $409.9 million in 1998 to
$477.7 million in 1999 due to the increased relative cost of the fleet.
Rent expense decreased from $104.3 million in 1998 to $96.0 million in
1999 due to a decrease in the lease rates for 19 aircraft subject to sale- lease
back transactions. Lease rates decreased as a result of principal amortization
and decreased interest rates affecting the floating interest component of the
lease rates.
Provision for overhauls decreased from $78.0 million in 1998 to $71.8
million in 1999 due to a decrease in the number of aircraft on which the Company
collects overhaul reserves. This resulted in a decrease in the aggregate number
of hours flown for which overhaul reserves are provided.
-12-
<PAGE> 13
ITEM 3 QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
There has been no material change for the Company from the information
provided in the Company's Form 10-K for the fiscal period ended December 31,
1998, see item 2, Management Discussion and Analysis of Financial Condition and
Results of Operations - Financial Condition of the Form 10-K.
-13-
<PAGE> 14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K
a) Exhibits:
<TABLE>
<S> <C>
10.1 Boeing Purchase Agreement No. 2241 and related letter
agreements, all dated July 30, 1999, between the Company
and the Boeing Company (confidential treatment requested).
12.1 Computation of Ratios of Earnings to Fixed Charges and
Preferred Stock Dividend
27.1 Financial Data Schedule
</TABLE>
b) Report on Form 8-K
None
-14-
<PAGE> 15
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
INTERNATIONAL LEASE FINANCE CORPORATION
November 12, 1999 /S/ Leslie L. Gonda
LESLIE L. GONDA
Chairman of the Board
November 12, 1999 /S/ Alan H. Lund
ALAN H. LUND
Executive Vice President
Co-Chief Operating Officer
and Chief Financial Officer
-15-
<PAGE> 16
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No.
<S> <C>
10.1 Boeing Purchase Agreement No. 2241 and related letter agreements, all
dated July 30, 1999 (confidential treatment requested).
12.1 Computation of Ratios of Earnings to Fixed Charges and Preferred Stock
Dividends
27.1 Financial Data Schedule
</TABLE>
-16-
<PAGE> 1
EXHIBIT 10.1
PURCHASE AGREEMENT NO. 2241
BETWEEN
THE BOEING COMPANY
AND
INTERNATIONAL LEASE FINANCE
CORPORATION
RELATING TO BOEING MODEL 737 AIRCRAFT
<PAGE> 2
TABLE OF CONTENTS
<TABLE>
<CAPTION>
SA
ARTICLES NUMBER
- -------- ------
<S> <C> <C>
1. Quantity, Model and Description
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
1. Aircraft Information Table
EXHIBIT
A. Aircraft Configurations
B. [NOT USED]
SUPPLEMENTAL EXHIBITS
BFE1. BFE Variables
CS1. Customer Support Variables - Category 1
(New Model Training/Documents)
CS2. Customer Support Variables - Category 2
(Major Model Differences Training/Documents)
CS3. Customer Support Variables - Category 3
(Minor Model Differences Training/Documents)
EE1. Engine Escalation/Engine Warranty and Patent Indemnity,
General Electric CF56-7B Engines
SLP1. Service Life Policy Components
</TABLE>
i
<PAGE> 3
<TABLE>
<CAPTION>
SA
LETTER AGREEMENTS NUMBER
- ----------------- ------
<S> <C> <C>
6-1162-APS-501 Aircraft Performance Guarantees
6-1162-APS-502 Advance Payments
6-1162-APS-503 Special Contractual Matters
6-1162-APS-504 Flexibility Matters
6-1162-APS-505 * Matters
6-1162-APS-506 Baseline Pricing
6-1162-APS-507 Escalation Exhibit D-98
6-1162-APS-508 *
6-1162-APS-509 Miscellaneous Product Support Matters
6-1162-APS-510 Miscellaneous Other Matters
6-1162-APS-511 Model 737-900 Configuration Matters
</TABLE>
- -------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted
and has been filed separately with the Securities and Exchange
Commission.
ii
<PAGE> 4
Purchase Agreement No. 2241
between
The Boeing Company
and
INTERNATIONAL LEASE FINANCE CORPORATION
------------------------------
This Purchase Agreement No. 2241 dated as of July 30, 1999,
between The Boeing Company (BOEING) and INTERNATIONAL LEASE FINANCE CORPORATION
(BUYER) relating to the purchase and sale of Model 737-700/-800/-900 aircraft
incorporates the terms and conditions of the Aircraft General Terms Agreement
dated as of November 17, 1997, between the parties, identified as AGTA-ILF
(AGTA), as amended, except Exhibit D and Letter Agreements 6-1162-SSM-406 and
6-1162-SSM-436 to AGTA-ILF, which are not incorporated.
Article 1. QUANTITY, MODEL AND DESCRIPTION.
The aircraft to be delivered to Buyer will be designated as Model
737-700/-800/-900 aircraft (the AIRCRAFT). Boeing will manufacture and sell to
Buyer Aircraft conforming to the applicable configurations described in Exhibit
A, which is part of this Purchase Agreement, in the quantities listed in Table 1
to the Purchase Agreement.
Article 2. DELIVERY SCHEDULE.
The scheduled months of delivery of the Aircraft are listed in
the attached Table 1, which is part of this Purchase Agreement.
Article 3. PRICE.
3.1 AIRCRAFT BASIC PRICE. The Aircraft Basic Price of each
Aircraft is listed in Table 1 in subject-to-escalation (STE) dollars.
3.2 ADVANCE PAYMENT BASE PRICES. The Advance Payment Base Prices
listed in Table 1 were calculated utilizing the latest escalation factors
available to Boeing on the date of this Purchase Agreement projected to the
month of scheduled delivery.
1
<PAGE> 5
Article 4. PAYMENT.
4.1 Boeing acknowledges receipt of deposits paid with respect to
each Aircraft in the amounts, if any, shown in Table 1 (DEPOSITS).
4.2 Buyer shall make certain advance payments, expressed in a
percentage of the Advance Payment Base Price of each Aircraft, in accordance
with the schedule set forth in Letter Agreement No. 6-1162-APS-502.
4.3 For any Aircraft whose scheduled month of delivery is less
than * from the date of this Purchase Agreement, the total amount of advance
payments due for payment upon signing of this Purchase Agreement will include
all advance payments which are past due in accordance with the advance payment
schedule set forth in Letter Agreement No. 6-1162-APS-502.
4.4 Buyer will pay the balance of the Aircraft Price of each
Aircraft at delivery.
Article 5. MISCELLANEOUS.
5.1 AIRCRAFT INFORMATION TABLE. Table 1 sets forth the: (i)
quantity of Aircraft, (ii) Detail Specification applicable to each Aircraft,
(iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price of each
Aircraft, (vi) applicable escalation factors and (vi) Advance Payment Base Price
of each Aircraft.
5.2 BUYER FURNISHED EQUIPMENT VARIABLES. Supplemental Exhibit
BFE1 contains vendor selection dates, on dock dates and other variables
applicable to the Aircraft.
5.3 CUSTOMER SUPPORT VARIABLES.
5.3.1 Supplemental Exhibit CS1 contains the variable information
applicable to information, training services and other things to be furnished by
Boeing in support of Aircraft leased by Buyer to operators identified by Boeing
in accordance with paragraph 3 of AGTA-ILF Letter Agreement No. 6-1162-SSM-402
to receive Category 1 (New Model Training/Documents) Customer Support services.
5.3.2 Supplemental Exhibit CS2 contains the variable information
applicable to information, training services and other things to be furnished by
Boeing in support of Aircraft leased by Buyer to operators identified by Boeing
in accordance with paragraph 3 of AGTA-ILF Letter Agreement No. 6-1162-SSM-402
to receive Category 2 (Major Model Differences Training/Documents) Customer
Support services.
- -------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted
and has been filed separately with the Securities and Exchange
Commission.
2
<PAGE> 6
5.3.3 Supplemental Exhibit CS3 contains the variable information
applicable to information, training services and other things to be furnished by
Boeing in support of Aircraft leased by Buyer to operators identified by Boeing
in accordance with paragraph 3 of AGTA-ILF Letter Agreement No. 6-1162-SSM-402
to receive Category 3 (Minor Model Differences Training/Documents) Customer
Support services.
5.4 ENGINE WARRANTY AND PATENT INDEMNITY.
5.4.1 Supplemental Exhibit EE1 contains the engine warranty and
the engine patent indemnity for the Aircraft, all of which are powered by CFM
International, Inc. Model CFM56-7B series engines.
5.5 SERVICE LIFE POLICY COMPONENT VARIABLES. Supplemental Exhibit
SLP1 lists the airframe and landing gear components covered by the Service Life
Policy for the Aircraft.
5.6 NEGOTIATED AGREEMENT; ENTIRE AGREEMENT. This Purchase
Agreement, including the provisions of Article 8.2 of AGTA-ILF relating to
Buyer's indemnification of Boeing and insurance, and Article 12 of Part 2 of
Exhibit C to AGTA-ILF relating to DISCLAIMER AND RELEASE and EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of discussion and
negotiation and is understood by the parties; the Aircraft Price and other
agreements of the parties stated in this Purchase Agreement were arrived at in
consideration of such provisions. This Purchase Agreement, including AGTA-ILF,
contains the entire agreement between the parties and supersedes all previous
proposals, understandings, commitments or representations whatsoever, oral or
written, and may be changed only in writing signed by authorized representatives
of the parties.
* * * * * * * * * * * * * * * *
DATED AS OF JULY 30, 1999
INTERNATIONAL LEASE FINANCE CORPORATION THE BOEING COMPANY
By /s/ Marty Olsen By /s/ A. P. Schneider
-------------------------------- ---------------------------------
Its Asst. Vice President Its Attorney-in-Fact
-------------------------------- ---------------------------------
3
<PAGE> 7
TABLE 1
TO PURCHASE AGREEMENT NO. 2241
MODEL 737-700 AIRCRAFT INFORMATION
737 AIRCRAFT PRICE SUMMARY
<TABLE>
<CAPTION>
ESCALATION
SCHEDULED MFR'S OPTIONAL AIRCRAFT BASIC CREDIT
MONTH OF SERIAL SPECIFICATION; AIRFRAME PRICE FEATURES PRICE PRICE ESCALATION MEMO ADVANCE PAYMENT
DELIVERY NUMBER LESSEE P.A. EX. REVISION (1998$STE) (1998$STE) (1998$STE) FACTOR (ESTIMATED) BASE PRICE
- -------- ------ ------ ---- --- -------------- -------------- -------------- ------------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
</TABLE>
T-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> 8
TABLE 1
TO PURCHASE AGREEMENT NO. 2241
MODEL 737-700 AIRCRAFT INFORMATION
737 AIRCRAFT PRICE SUMMARY
<TABLE>
<CAPTION>
ESCALATION
SCHEDULED MFR'S OPTIONAL AIRCRAFT BASIC CREDIT
MONTH OF SERIAL SPECIFICATION; AIRFRAME PRICE FEATURES PRICE PRICE ESCALATION MEMO ADVANCE PAYMENT
DELIVERY NUMBER LESSEE P.A. EX. REVISION (1998$STE) (1998$STE) (1998$STE) FACTOR (ESTIMATED) BASE PRICE
- -------- ------ ------ ---- --- -------------- -------------- -------------- ------------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
</TABLE>
T-2
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 9
TABLE 1
TO PURCHASE AGREEMENT NO. 2241
MODEL 737-700 AIRCRAFT INFORMATION
737 AIRCRAFT PRICE SUMMARY
<TABLE>
<CAPTION>
ESCALATION
SCHEDULED MFR'S OPTIONAL AIRCRAFT BASIC CREDIT
MONTH OF SERIAL SPECIFICATION; AIRFRAME PRICE FEATURES PRICE PRICE ESCALATION MEMO ADVANCE PAYMENT
DELIVERY NUMBER LESSEE P.A. EX. REVISION (1998$STE) (1998$STE) (1998$STE) FACTOR (ESTIMATED) BASE PRICE
- -------- ------ ------ ---- --- -------------- -------------- -------------- ------------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
</TABLE>
T-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> 10
TABLE 1
TO PURCHASE AGREEMENT NO. 2241
MODEL 737-700 AIRCRAFT INFORMATION
737 AIRCRAFT PRICE SUMMARY
<TABLE>
<CAPTION>
ESCALATION
SCHEDULED MFR'S OPTIONAL AIRCRAFT BASIC CREDIT
MONTH OF SERIAL SPECIFICATION; AIRFRAME PRICE FEATURES PRICE PRICE ESCALATION MEMO ADVANCE PAYMENT
DELIVERY NUMBER LESSEE P.A. EX. REVISION (1998$STE) (1998$STE) (1998$STE) FACTOR (ESTIMATED) BASE PRICE
- -------- ------ ------ ---- --- -------------- -------------- -------------- ------------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
</TABLE>
T-4
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 11
TABLE 1
TO PURCHASE AGREEMENT NO. 2241
MODEL 737-700 AIRCRAFT INFORMATION
737 AIRCRAFT PRICE SUMMARY
<TABLE>
<CAPTION>
ESCALATION
SCHEDULED MFR'S OPTIONAL AIRCRAFT BASIC CREDIT
MONTH OF SERIAL SPECIFICATION; AIRFRAME PRICE FEATURES PRICE PRICE ESCALATION MEMO ADVANCE PAYMENT
DELIVERY NUMBER LESSEE P.A. EX. REVISION (1998$STE) (1998$STE) (1998$STE) FACTOR (ESTIMATED) BASE PRICE
- -------- ------ ------ ---- --- -------------- -------------- -------------- ------------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
</TABLE>
T-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> 12
TABLE 1
TO PURCHASE AGREEMENT NO. 2241
MODEL 737-700 AIRCRAFT INFORMATION
737 AIRCRAFT PRICE SUMMARY
<TABLE>
<CAPTION>
ESCALATION
SCHEDULED MFR'S OPTIONAL AIRCRAFT BASIC CREDIT
MONTH OF SERIAL SPECIFICATION; AIRFRAME PRICE FEATURES PRICE PRICE ESCALATION MEMO ADVANCE PAYMENT
DELIVERY NUMBER LESSEE P.A. EX. REVISION (1998$STE) (1998$STE) (1998$STE) FACTOR (ESTIMATED) BASE PRICE
- -------- ------ ------ ---- --- -------------- -------------- -------------- ------------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
</TABLE>
T-6
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 13
TABLE 1
TO PURCHASE AGREEMENT NO. 2241
MODEL 737-700 AIRCRAFT INFORMATION
737 AIRCRAFT PRICE SUMMARY
<TABLE>
<CAPTION>
ESCALATION
SCHEDULED MFR'S OPTIONAL AIRCRAFT BASIC CREDIT
MONTH OF SERIAL SPECIFICATION; AIRFRAME PRICE FEATURES PRICE PRICE ESCALATION MEMO ADVANCE PAYMENT
DELIVERY NUMBER LESSEE P.A. EX. REVISION (1998$STE) (1998$STE) (1998$STE) FACTOR (ESTIMATED) BASE PRICE
- -------- ------ ------ ---- --- -------------- -------------- -------------- ------------- ---------- ----------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
D6-38808-4;
* * tbd A-700 Rev. F 4/30/99 * * * * * *
</TABLE>
T-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> 14
TABLE 1
TO PURCHASE AGREEMENT NO. 2241
MODEL 737-700 AIRCRAFT INFORMATION
737 AIRCRAFT SPECIFICATION SUMMARY
<TABLE>
<CAPTION>
MAXIMUM
P.A. SPECIFICATION; TAKEOFF ENGINE
EXHIBIT REVISION WEIGHT ENGINE THRUST
- -------- -------------- ------- ------ ------
<S> <C> <C> <C> <C>
D6-38808-4; CFMI
A-700 Rev. F 4/30/99 * CFM56-7B20 *
D6-38808-18; CFMI
A-800 Rev. E 5/7/99 * CFM56-7B24 *
D019A001; CFMI
A-900 Rev. B 11/30/98 * CFM56-7B24 *
</TABLE>
737 AIRCRAFT ESCALATION DATA
<TABLE>
<CAPTION>
AIRFRAME AND ENGINE ESCALATION
DATA
PRICE BASE YEAR (BASE YEAR INDEX)
- --------------- ------------------------------
<S> <C>
* * *
</TABLE>
T-8
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 15
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Exhibit A to Purchase Agreement Number 2241
A
<PAGE> 16
EXHIBIT A-700 TO
PURCHASE AGREEMENT NO. 2241
---------------
AIRCRAFT CONFIGURATION
Dated July 30, 1999
relating to
BOEING MODEL 737-7Q8 AIRCRAFT
<TABLE>
<S> <C>
--------------------- --------------------------
Specification; D6-38808-4,
Revision & Date Revision F,
dated 4/30/99
--------------------- --------------------------
Maximum Takeoff *
Weight
--------------------- --------------------------
Engine CFMI
CFM56-7B20
--------------------- --------------------------
Thrust *
--------------------- --------------------------
</TABLE>
Such Detail Specification will be revised to include a * to reflect development
changes incorporated in the aircraft.
The Airframe Price of * applicable to the Model 737-7Q8 Aircraft includes the
following baseline changes:
<TABLE>
<S> <C>
Airspeed Tape *
FMC Revision *
MMR cart * *
GPS Provisions *
GPS Installation *
Enhanced Ground Proximity Warning System *
Predictive Windshear Weather Radar *
Increased Flight Data Recorder Parameters (FAA) *
Cargo fire detection/suppression *
Category IIIb Provisions *
20/3 Airborne Data Loader Position Switch *
</TABLE>
The Aircraft Basic Price does not include the price effects of any Buyer
Furnished Equipment or Seller Purchased Equipment.
- ----------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted
and has been filed separately with the Securities and Exchange
Commission.
Exhibit A-700
<PAGE> 17
ILF 737-7Q8: *
<TABLE>
<CAPTION>
PRICE
CHANGE NO. TITLE PER A/P
- ---------- ----- -------
<S> <C> <C>
0110CG3021 MODEL 737-700 AIRPLANE *
0220CH3310 JOINT AVIATION AUTHORT VALID REQ *
0252CG3030 CARGO COMPARTMENT PLACARDS - POUNDS *
0252CG3031 FLIGHT MANUAL AND OPERATIONS MANUAL *
0254MP3006 USPH CERTFCT OF SANITARY CONSTRUCTN *
1110CG3289 ENGINE WARNING STRIPES AND DECALS - *
1110CH3317 EXTERIOR DECORATIVE FINISH - CROWN *
1130CH3063 SFE OWNERSHIP PLACARD INSTALLATION *
1130CH3064 OWNER'S NAMEPLATES - FLIGHT COMPART *
2130CG3039 600 FPM CABIN PRESSURE ASCENT RATE *
2130CG3040 350 FPM CABIN PRESSURE DESCENT RATE *
2160CG3018 CABIN TEMPERATURE INDICATOR - DEGRE *
2210CG3209 DIGITAL FLIGHT CONTROL SYSTEM (DFCS *
2210CG3235 DIGITAL FLIGHT CONTROL SYSTEM (DFCS *
2210CG3237 DFCS ACTIV-F D TAKEOFF MODE, WINGS *
2311CH3367 HF COMMUNICATIONS - BFE ROCKWELL IN *
2311MP3383 HF COMM CNTRL PANEL REV ILO ROCKWL *
2312CH3309 DUAL VHF COMMUNICATIONS SYSTEM - IN *
2312MP3319 REV VHF COMM SYS BFE GABLES CNTRL *
2321MP3551 SECAL CONTROL PANEL INSTAL GABLES *
2321MP3559 SELCAL DECODER-INSTA BFE *
2334CG3214 AUDIO ENTERTAINMENT SYSTEM - INSTAL *
2334MP3277 AUDIO ENTRNMT SYS BFE SONY FOUR DEC *
2334MP3294 AUDIO ENTRNMT SYS BFE SONY ILO MAYS *
2350CG3158 CONTROL WHEEL INTERPHONE SWITCH *
2350CH3171 AUDIO SELECTOR PANEL - INSTALLATION *
2370CG3166 SOLID STATE VOICE RECORDER - INSTAL *
2433CG3137 STANDBY POWER - 60-MINUTE CAPABILIT *
2450CH3116 GALLEY POWER - FWD GALLEY AREA - 17 *
2450MP3171 GALLEY POWER-FWD GAL AREA *
2511CG3055 ADJUSTABLE HEAD RESTS CAPTAIN AND F *
2511CG3065 FIRST OBSERVER SEAT INSTALLATION - *
2520CH3651 INTERIOR ARRANGEMENT - 737-700 - 14 *
2550CG3208 CARGO COMPRT NETS W/NYLON TYPE WEB *
2550CG3215 FWD AND AFT CARGO COMPARTMENT FLOOR *
2550CG3223 FWD AND AFT CARGO COMPARTMENT LININ *
2611CG3020 ENGINE AND APU FIRE/OVERHEAT DETEC *
2626MP3029 FIRE EXTINGUISHER INSTALLATION *
2841CG3090 FUEL QUANTITY INDICATION - POUNDS *
2841CG3095 FUEL QUANTITY INDICATORS ON RIGHT W *
2844CG3040 MEASURING STICK CONVERSION TABLES - *
</TABLE>
EXHIBIT A-700
* Pursuant to 17 CFR 240.24-2, confidential information has been omitted and has
been filed separately with the Securities and Exchange Commission.
<PAGE> 18
<TABLE>
<CAPTION>
PRICE
CHANGE NO. TITLE PER A/P
- ---------- ----- -------
<S> <C> <C>
2910CG3093 ENG DRV HYD PMP W/VESPEL SPLINE-ABX *
2910CG3097 AC MOTOR-DRIVEN HYDRAULIC PUMPS - I *
3131CG3673 ACCELEROMETER - INSTALLATION - BFE *
3131CG3692 SOLID STATE DIGITAL FLIGHT DATA REC *
3131CH3744 DIGITAL FLIGHT DATA ACQUISITION UNI *
3131MP3855 DIGITAL FL DATA REC.-REV BFE *
3162CG3013 EFIS/MAP DISPLAY FORMAT *
3162CG3015 FLIGHT DIRECTOR COMMAND DISPLAY - S *
3162CG3020 RADIO ALTITUDE - ABOVE ADI *
3162CG3022 RISING RUNWAY DISPLAY *
3162CG3025 RADIO ALTITUDE HEIGHT ALERT DISPLAY *
3162CG3027 ATTITUDE COMPARATOR-FLASHING *
3162CG3029 LOCALIZER BACKCOURSE POLARITY - REV *
3162CG3032 MAP MODE ORIENTATION - TRACK UP *
3162CG3036 AUTOTUNED NAVAIDS - DISPLAYED *
3162CG3038 MANUALLY TUNED VOR SELECTED COURSE *
3162CG3042 POSITION DIFFERENCE - AUTOMATIC DIS *
3162CG3045 WEATHER RADAR RANGE INDICATORS - RA *
3162CG3050 TCAS TRAFFIC ON MAP *
3162CG3052 TCAS RESOLUTION ADVISORY ON ADI *
3162CG3056 ANALOG FAILURE FLAGS - NOT DISPLAYE *
3240CG3226 NOSE AND MAIN LANDING GEAR WHEELS A *
3245CG3030 MN LND GEAR TIRE-SFE-H43.5 X16.0-21 *
3342CG3024 NOSE GEAR TAXI LIGHT - INSTALLATION *
3412CG3078 AIR DATA COMPUTING - DUAL TAT PROBE *
3421CH3061 INERTIAL REFERENCE SYSTEM (IRS) - M *
3421MP3067 IRS DELETION OF MODE RELECT UNIT *
3423CH3028 STANDBY ATTITUDE INDICATOR - BFE JE *
3430MP3054 MMR PARTIAL PROV FOR GLOBAL POSIT *
3431CG3050 ILS - INSTALLATION - BFE ROCKWELL I *
3433CH3066 LOW RANGE RADIO ALTIMETER (LRRA) - *
3443CG3161 WEATHER RADAR - INSTALLATION - BFE *
3445CG3166 TCAS II - INSTALLATION - BFE ROCKWE *
3446CG3120 ACTIVATION OF DESCENT BELOW MINIMUM *
3451CG3006 VOR/MARKER BEACON - INSTALLATION - *
3455CG3119 DISTANCE MEASURING EQUIPMENT (DME) *
3457CG3106 AUTOMATIC DIRECTION FINDER (ADF) - *
3457MP3123 INSTAL BFE GBLES ADF CNTRL PNL *
3458CH3098 GLOBAL POSITIONING SYSTEM (GPS) - I *
3458MP3133 GLOBAL POSITIONING SYST - DEL *
3461CG3403 BUYER FURNISHED NAVIGATION DATA BAS *
3461CG3424 FMC FLIGHT NUMBER ENTRY *
</TABLE>
EXHIBIT A-700
* Pursuant to 17 CFR 240.24-2, confidential information has been omitted and has
been filed separately with the Securities and Exchange Commission.
<PAGE> 19
<TABLE>
<CAPTION>
PRICE
CHANGE NO. TITLE PER A/P
- ---------- ----- -------
<S> <C> <C>
3461CG3425 FMC TEMPERATURE SELECTION - DEGREES *
3461CG3433 FMS BUILT-IN TEST EQUIPMENT PRINTER *
3461CG3464 FLIGHT MANAGEMENT COMPUTER SYSTEM - *
3461CH3505 FLIGHT MANAGEMENT SYSTEM (FMS) - BF *
3461CH3507 FMC - INSTALLATION OF A 4 MCU, UPDA *
3500CG3018 OXYGEN SYSTEM - ALL TUBING AND FITT *
3510CG3096 CREW OXYGEN CYLINDER - 39 CUBIC FEE *
3510CG3102 CREW OXYGEN SYSTEM - CAPTAIN, FIRST *
5200CG3022 HOLD OPEN LOCK INSTALLATION - ENTRY *
5200MP3025 ENTRY AND SERVICE DOORS-REV-HOLD *
5220MP3012 OVER/WNG HATCH ASSIST HNDLE REV INS *
5260CH3051 FORWARD AIRSTAIRS - PARTIAL PROVISI *
5320CG3026 FIVE POUND ALUMINUM UNDERSEAT FLOOR *
7200CG3254 AIRPLANE PERFORMANCE: CFM56-7 ENGI *
7731CG3037 ENGINE VIBRATION MONITOR (EVM) SIGN *
7900CG3028 LUBRICATING OIL - MOBIL JET II *
----
SUBTOTAL *
0253MP3121 MISC. EQUIP - BFE TO SPE - IFE BASE *
2312MP3509A VHF COMM SYS-GABLES CNTL PNL REV *
2334MP3364 INTERFACE PORT. *
2371MP3007 COCKPIT VOICE REC. ON/OFF *
2371MP3021 SOLID STATE VOICE REC. *
2524MP3564 BABY BASSINETT FTGS-FWD LH WINDSCRN *
2527MP3147 PASS CMPTMT FLOOR CARPETING-BFE *
2530MP3746 ALT GALLEY INSERT CONFIG ATLAS *
2530MP3747 ALT GALLEY AND INSERT CONFIG-CERT *
2530MP3750 GALLEY GW REV-CAP & STOW WTER/DRAIN *
2622MP3013 APU FIRE BOTTLE REVISION - INTERCHA *
3423MP3049 STANDBY ATTITUDE INDICATOR-SFE *
3430MP3030 MULTIMODE RECVR INSTL ILS ONLY BFE *
3445MP3279 TCAS II/ INSTL-REV *
3457MP3153 ADF CONTROL PANEL G7402-05 ILO *
3520MP3034 ATTENDANT OXYGEN MASKS IN ENCLOSED *
3530MP3117 PORTABLE BREATHING EQUIP *
7731MP3045 ENG. VIBR. MON. EVM *
MISC/FAA DFDR INCREASED PARAMETERS (FAA) *
MISC/FAA2 FIRE PROTECTION & SUPPRESSION *
----
SUB TOTAL *
====
TOTALS: *
</TABLE>
EXHIBIT A-700
* Pursuant to 17 CFR 240.24-2, confidential information has been omitted and has
been filed separately with the Securities and Exchange Commission.
<PAGE> 20
EXHIBIT A-800 TO
PURCHASE AGREEMENT NO. 2241
---------------
AIRCRAFT CONFIGURATION
Dated July 30, 1999
relating to
BOEING MODEL 737-8Q8 AIRCRAFT
<TABLE>
<S> <C>
--------------------- --------------------------
Specification; D6-38808-18,
Revision & Date Revision E,
dated 5/7/99
--------------------- --------------------------
Maximum Takeoff *
Weight
--------------------- --------------------------
Engine CFMI
CFM56-7B24
--------------------- --------------------------
Thrust *
--------------------- --------------------------
</TABLE>
Such Detail Specification will be revised to include a *.
The Airframe Price of * applicable to the Model 737-8Q8 Aircraft includes the
following baseline changes:
<TABLE>
<S> <C>
Airspeed Tape *
FMC Revision *
MMR cart * *
GPS Provisions *
GPS Installation *
Enhanced Ground Proximity Warning System *
Predictive Windshear Weather Radar *
Increased Flight Data Recorder Parameters (FAA) *
Cargo fire detection/suppression *
Category IIIb Provisions *
20/3 Airborne Data Loader Position Switch *
</TABLE>
The Aircraft Basic Price does not include the price effects of any Buyer
Furnished Equipment or Seller Purchased Equipment.
Exhibit A-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> 21
ILF 737-8Q8 *
<TABLE>
<CAPTION>
PRICE
CHANGE NO. TITLE PER A/P
- ---------- ----- -------
<S> <C> <C>
0110CG3022 MODEL 737-700 AIRPLANE *
0220CH3310 JOINT AVIATION AUTHORT VALID REQ *
0252CG3030 CARGO COMPARTMENT PLACARDS - POUNDS *
0252CG3031 FLIGHT MANUAL AND OPERATIONS MANUAL *
0254MP3006 USPH CERTFCT OF SANITARY CONSTRUCTN *
1110CG3289 ENGINE WARNING STRIPES AND DECALS - *
1110CH3317 EXTERIOR DECORATIVE FINISH - CROWN *
1130CH3063 SFE OWNERSHIP PLACARD INSTALLATION *
1130CH3064 OWNER'S NAMEPLATES - FLIGHT COMPART *
2130CG3039 600 FPM CABIN PRESSURE ASCENT RATE *
2130CG3040 350 FPM CABIN PRESSURE DESCENT RATE *
2160CG3018 CABIN TEMPERATURE INDICATOR - DEGRE *
2210CG3209 DIGITAL FLIGHT CONTROL SYSTEM (DFCS *
2210CG3235 DIGITAL FLIGHT CONTROL SYSTEM (DFCS *
2210CG3237 DFCS ACTIV-F D TAKEOFF MODE,WINGS *
2311CH3368 HF COMMUNICATIONS - BFE ROCKWELL IN *
2311CH3383 HF COMM CNTRL PANEL REV ILO ROCKWL *
2312CH3309 DUAL VHF COMMUNICATIONS SYSTEM - IN *
2312CH3319 REV VHF COMM SYS BFE GABLES CNTRL *
2321CG3528 SECAL DECODER- INSTALLATION *
2321CH3560 SELCAL DECODER- CONTROL PANEL *
2334CH3241 AUDIO ENTERTAINMENT SYSTEM - BFE *
2334CH3334 AUDIO ENTRNMT SYS BFE SONY TRANSCOM *
2350CG3158 CONTROL WHEEL INTERPHONE SWITCH *
2350CH3171 AUDIO SELECTOR PANEL - INSTALLATION *
2370CG3166 SOLID STATE VOICE RECORDER - INSTAL *
2433CG3137 STANDBY POWER 60 MIN. CAP. *
2450CH3117 GALLEY POWER - FWD GALLEY AREA - 17 *
2511CG3055 ADJUSTABLE HEAD RESTS CAPTAIN AND F *
2511CG3065 FIRST OBSERVER SEAT INSTALLATION - *
2520CH3652 INTERIOR ARRANGEMENT - 737-800 186 *
2550CG3210 CARGO COMPRT NETS W/NYLON TYPE WEB *
2550CG3218 FWD AND AFT CARGO COMPARTMENT FLOOR *
2550CG3225 FWD AND AFT CARGO COMPARTMENT LININ *
2611CG3020 ENGINE AND APU FIRE/OVERHEAT DETEC *
2626CG3024 FIRE EXTINGUISHER INSTALLATION *
2841CG3090 FUEL QUANTITY INDICATION - POUNDS *
2841CG3095 FUEL QUANTITY INDICATORS ON RIGHT W *
2844CG3040 MEASURING STICK CONVERSION TABLES - *
2910CG3093 ENG DRV HYD PMP W/VESPEL SPLINE-ABX *
2910CG3097 AC MOTOR-DRIVEN HYDRAULIC PUMPS - I *
</TABLE>
EXHIBIT A-800
* Pursuant to 17 CFR 240.24-2, confidential information has been omitted and has
been filed separately with the Securities and Exchange Commission.
<PAGE> 22
<TABLE>
<CAPTION>
PRICE
CHANGE NO. TITLE PER A/P
- ---------- ----- -------
<S> <C> <C>
3131CG3673 ACCELEROMETER - INSTALLATION - BFE *
3131CG3692 SOLID STATE DIGITAL FLIGHT DATA REC *
3131CH3744 DIGITAL FLIGHT DATA ACQUISITION UNI *
3162CG3013 EFIS/MAP DISPLAY FORMAT *
3162CG3015 FLIGHT DIRECTOR COMMAND DISPLAY - S *
3162CG3020 RADIO ALTITUDE - ABOVE ADI *
3162CG3022 RISING RUNWAY DISPLAY *
3162CG3025 RADIO ALTITUDE HEIGHT ALERT DISPLAY *
3162CG3027 ATTITUDE COMPARATOR-FLASHING *
3162CG3029 LOCALIZER BACKCOURSE POLARITY - REV *
3162CG3032 MAP MODE ORIENTATION - TRACK UP *
3162CG3036 AUTOTUNED NAVAIDS - DISPLAYED *
3162CG3038 MANUALLY TUNED VOR SELECTED COURSE *
3162CG3042 POSITION DIFFERENCE - AUTOMATIC DIS *
3162CG3045 WEATHER RADAR RANGE INDICATORS - RA *
3162CG3050 TCAS TRAFFIC ON MAP *
3162CG3052 TCAS RESOLUTION ADVISORY ON ADI *
3162CG3056 ANALOG FAILURE FLAGS - NOT DISPLAYE *
3240CG3228 NOSE AND MAIN LANDING GEAR WHEELS A *
3342CG3024 NOSE GEAR TAXI LIGHT - INSTALLATION *
3412CG3078 AIR DATA COMPUTING - DUAL TAT PROBE *
3421CH3061 INERTIAL REFERENCE SYSTEM (IRS) - M *
3421MP3067 IRS DELETION OF MODE RELECT UNIT *
3423CH3028 STANDBY ATTITUDE INDICATOR - BFE JE *
3430MP3054 MMR PARTIAL PROV FOR GLOBAL POSIT *
3431CG3050 ILS - INSTALLATION - BFE ROCKWELL I *
3433CH3066 LOW RANGE RADIO ALTIMETER (LRRA) - *
3443CG3161 WEATHER RADAR - INSTALLATION - BFE *
3445CG3168 TCAS II - INSTALLATION - BFE ROCKWE *
3446CG3120 ACTIVATION OF DESCENT BELOW MINIMUM *
3451CG3006 VOR/MARKER BEACON - INSTALLATION - *
3455CG3119 DISTANCE MEASURING EQUIPMENT (DME) *
3457CG3092 AUTOMATIC DIRECTION FINDER CONTROL *
3457CG3106 AUTOMATIC DIRECTION FINDER (ADF) - *
3458CH3099 GLOBAL POSITIONING SYSTEM (GPS) - I *
3458MP3133 GLOBAL POSITIONING SYST - DEL *
3461CG3403 BUYER FURNISHED NAVIGATION DATA BAS *
3461CG3424 FMC FLIGHT NUMBER ENTRY *
3461CG3425 FMC TEMPERATURE SELECTION - DEGREES *
3461CG3433 FMS BUILT-IN TEST EQUIPMENT PRINTER *
3461CG3464 FLIGHT MANAGEMENT COMPUTER SYSTEM - *
3461CH3505 FLIGHT MANAGEMENT SYSTEM (FMS) - BF *
</TABLE>
EXHIBIT A-800
* Pursuant to 17 CFR 240.24-2, confidential information has been omitted and has
been filed separately with the Securities and Exchange Commission.
<PAGE> 23
<TABLE>
<CAPTION>
PRICE
CHANGE NO. TITLE PER A/P
- ---------- ----- -------
<S> <C> <C>
3461CH3507 FMC - INSTALLATION OF A 4 MCU, UPDA *
3500CG3018 OXYGEN SYSTEM - ALL TUBING AND FITT *
3510CG3096 CREW OXYGEN CYLINDER - 39 CUBIC FEE *
3510CG3102 CREW OXYGEN SYSTEM - CAPTAIN, FIRST *
3520MP3034 ATTENDANT OXYGEN MASKS ENCLOSED G1/ *
5200CG3021 HOLD OPEN LOCK INSTALLATION - ENTRY *
5220MP3019 OVER/WNG HATCH ASSIST HNDLE REV INS *
5260CH3051 FORWARD AIRSTAIRS - PARTIAL PROVISI *
5320CG3026 FIVE POUND ALUMINUM UNDERSEAT FLOOR *
7200CG3255 AIRPLANE PERFORMANCE: CFM56-7 ENGI *
7731CG3037 ENGINE VIBRATION MONITOR (EVM) SIGN *
7900CG3028 LUBRICATING OIL - MOBIL JET II *
----
SUBTOTAL *
0225MP3026 ETOPS *
0253MP3121 MISC. EQUIP - BFE TO SPE - IFE BASE *
2210MP3197 ENABLE GLIDE SLOPE *
2311MP3488 HF CONTROL PANEL REV ROCKWELL *
2312MP3509A VHF COMM SYS-GABLES CNTL PNL REV *
2334MP3364 INTERFACE PORT. *
2433MP3157 STANDY POWER 60 *
2450MP3175 12 KVA AT G1 *
2524MP3560 WINDSCREEN ILO G7 LH *
2524MP3577 SFE L/H WINDSCREEN INST *
2527MP3141 PAX COM FLOOR CARE *
2530MP3805 ALT GALLEY AND GALLEY INSERT *
3131MP3855 DFDR CERT ICAO RULES *
3423MP3049 STANDBY ATTITUDE INDICATOR-SFE *
3430MP3030 MULTIMODE RECVR INSTL ILS ONLY BFE *
3430MP3054 MMR PROV FOR GPS *
3457MP3153 ADF CONTROL PANEL G7402-05 ILO *
3458MP3133 P PROV. FOR GPS DEL *
3530MP3117 PORTABLE BREATHING EQUIP *
5320MP3048 G7 MORE PROV. FOR ILF *
7731MP3045 ENGINE VIBRATION MONITOR EVM *
MISC/FAA DFDR INCREASED PARAMETERS (FAA) *
MISC/FAA2 FIRE PROTECTION & SUPPRESSION *
----
SUB TOTAL *
====
TOTAL *
</TABLE>
EXHIBIT A-800
* Pursuant to 17 CFR 240.24-2, confidential information has been omitted and has
been filed separately with the Securities and Exchange Commission.
<PAGE> 24
EXHIBIT A-900 TO
PURCHASE AGREEMENT NO. 2241
---------------
AIRCRAFT CONFIGURATION
Dated July 30, 1999
relating to
BOEING MODEL 737-900 AIRCRAFT
<TABLE>
<S> <C>
--------------------- --------------------------
Specification; D019A001
Revision & Date Revision B,
dated 11/30/98
--------------------- --------------------------
Maximum Takeoff *
Weight
--------------------- --------------------------
Engine CFMI
CFM56-7B24
--------------------- --------------------------
Thrust *
--------------------- --------------------------
</TABLE>
The Detail Specification applicable to the Model 737-900 Aircraft will
be comprised of Boeing Configuration Specification D019A001, Revision B, dated
November 11, 1998, as revised to include a * to reflect development changes
incorporated in the aircraft, and amended to incorporate the Options selected by
Buyer in accordance with Letter Agreement No. 6-1162-APS-511, including the
effects of such Options on Manufacturer's Empty Weight (MEW) and Operating Empty
Weight (OEW). As soon as practicable after Options are selected for each
Aircraft, Boeing will furnish to Buyer copies of such Detail Specification,
which copies will reflect such selected Options. The Aircraft Basic Price
reflects and includes the amount of * as an estimate of the aggregate price of
Optional Features which Buyer may select to incorporate in the Aircraft. Such
estimate does not include the price effects of any Buyer Furnished Equipment or
Seller Purchased Equipment.
A-900
- ----------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted
and has been filed separately with the Securities and Exchange
Commission.
<PAGE> 25
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Supplemental Exhibit BFE1 to Purchase Agreement Number 2241
BFE1
<PAGE> 26
SUPPLEMENTAL EXHIBIT BFE1 TO
PURCHASE AGREEMENT NO. 2241
BUYER FURNISHED EQUIPMENT VARIABLES
RELATING TO
BOEING MODEL 737-700/-800/-900 AIRCRAFT
1. SUPPLIER SELECTION.
Buyer will be responsible for selection of Boeing-offerable suppliers
for the BFE Galley Systems and Passenger Seats to be installed in each Aircraft,
and notification to Boeing of such selections, by the following specified
lead-times before the first day of the scheduled month of delivery of the
respective Aircraft:
<TABLE>
<S> <C>
Galley Systems *
Passenger Seats *
</TABLE>
Passenger seat selection lead time may be reduced to 12 months before the first
day of the scheduled month of delivery of the respective Aircraft for seats
previously certified on the respective model Aircraft and for which no
additional dynamic tests are required.
2. ON-DOCK DATES
Boeing will provide Buyer the on-dock dates for the Buyer Furnished
Equipment to be installed in the Aircraft in subsequent revisions of a BFE
Requirements On-Dock/Inventory Document (BFE Document) or an electronically
transmitted BFE Report which will be periodically revised hereafter, setting
forth the items, quantities, on-dock dates and shipping instructions relating to
the in-sequence installation of BFE.
3. BFE On-Dock Inventory Requirements to be provided:
* Prior to Delivery
- --------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted
and has been filed separately with the Securities and Exchange
Commission.
BFE1-1
<PAGE> 27
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Supplemental Exhibit CS1 to Purchase Agreement Number 2241
<CATEGORY 1>
CS1
<PAGE> 28
SUPPLEMENTAL EXHIBIT CS1 TO
PURCHASE AGREEMENT NUMBER 2241
CATEGORY 1 CUSTOMER SUPPORT VARIABLES
RELATING TO
BOEING MODEL 737-700/800/-900 AIRCRAFT
Buyer and Boeing will conduct planning conferences approximately 12 months
before delivery of the first Aircraft, or as otherwise agreed, to develop and
schedule a customized Customer Support Program to be furnished by Boeing in
support of the Aircraft.
The customized Customer Services Program will be based upon and equivalent to
the entitlements summarized below.
Part 1: Maintenance and Flight Training Programs; Operations Engineering Support
1. MAINTENANCE TRAINING.
1.1 Airplane General Familiarization Course; 1 class of 24 students;
1.2 Mechanical/Power Plant Systems Course; 2 classes of 15 students;
1.3 Electrical Systems Course; 2 classes of 15 students;
1.4 Avionics Systems Course; 2 classes of 15 students;
1.5 Corrosion Prevention & Control Course; 1 class of 10 students;
1.6 Aircraft Rigging Course; 1 class of 6 students;
1.7 Composite Repair for Technicians - Basic; 1 class of 8 students;
1.8 Training materials will be provided to each student. In
addition, one set of training materials used in Boeing's
training program, including visual aids, Computer Based Training
Courseware, instrument panel wall charts, text/graphics, video
programs, etc. will be provided for use in Buyer's own training
program.
CS1-1
<PAGE> 29
2. FLIGHT TRAINING.
2.1 FLIGHT CREW TRAINING: With respect to the introduction of single
Aircraft only, transition training for 6 flight crews (12
pilots) in 2 classes; or, with respect to the introduction of a
fleet of two or more Aircraft only, transition training for 8
flight crews (16 pilots) in 2 classes. The training will consist
of ground school (utilizing computer based training), fixed base
simulator, full flight simulator and actual aircraft training on
Buyer's Aircraft.
2.2 FLIGHT DISPATCHER TRAINING: With respect to the introduction of
single Aircraft only, Flight Dispatcher training for 1 class of
6 students; or, with respect to the introduction of a fleet of
two or more Aircraft only, Flight Dispatcher training for 2
classes of 6 students.
2.3 FLIGHT ATTENDANT TRAINING: With respect to the introduction of
single Aircraft only, Flight Attendant training for 1 class of
12 students; or, with respect to the introduction of a fleet of
two or more Aircraft only, Flight Attendant training for 2
classes of 12 students.
2.4 Performance Engineer training in Boeing's regularly scheduled
courses; schedules are published twice yearly.
2.5 Training materials will be provided to each student. In
addition, one set of training materials as used in Boeing's
training program, including visual aids, Computer Based Training
Courseware, instrument panel wall charts, text/graphics, video
programs, etc. will be provided for use in Buyer's own training
program.
2.6 Additional Flight Operations Services:
a. Boeing flight crew personnel to assist in ferrying the
first aircraft to Buyer's main base;
b. With respect to the introduction of single Aircraft
only, instructor pilots for 60 calendar days for revenue
service training assistance; or, with respect to the
introduction of a fleet of two or more Aircraft only,
instructor pilots for 90 calendar days for revenue
service training assistance.
c. An instructor pilot to visit Buyer 6 months after
revenue service training to review Buyer's flight crew
operations for a 2 week period.
CS1-2
<PAGE> 30
3. PLANNING ASSISTANCE.
3.1 MAINTENANCE AND GROUND OPERATIONS.
Upon request, Boeing will visit Buyer's main base to evaluate
aircraft maintenance facilities, develop recommendations and
assist in maintenance planning.
3.2 SPARES.
a) RECOMMENDED SPARES PARTS LIST (RSPL)
customized RSPL, data and documents will be provided to
identify spare parts required for Buyer's support
program.
b) ILLUSTRATED PARTS CATALOG (IPC)
A customized IPC in accordance with ATA 100 will be
provided.
c) PROVISIONING TRAINING
Provisioning training will be provided for Buyer's
personnel at Boeing's facilities, where documentation
and technical expertise are available. Training is
focused on the initial provisioning process and
calculations reflected in the Boeing RSPL.
d) SPARES PROVISIONING
Conference A provisioning conference will be conducted,
normally at Boeing's facilities where technical data and
personnel are available.
4. TECHNICAL DATA AND DOCUMENTS
4.1. FLIGHT OPERATIONS.
Airplane Flight Manual
Operations Manual
Quick Reference Handbook
Weight and Balance Manual
Dispatch Deviation Procedures Guide
Flight Crew Training Manual
Baggage/Cargo Loading Manual
Performance Engineer's Manual
Jet Transport Performance Methods
FMC Supplemental Data Document
Operational Performance Software
CS1-3
<PAGE> 31
4.2. MAINTENANCE.
Aircraft Maintenance Manual
Wiring Diagram Manual
Systems Schematics Manual
Connector Part Number Options Document
Structural Repair Manual
Overhaul/Component Maintenance Manual
Standard Overhaul Practices Manual
Standard Wiring Practices Manual
Non-Destructive Test Manual
Service Bulletins and Index
Corrosion Prevention Manual
Fault Isolation Manual
Fuel Measuring Stick Calibration Document
Power Plant Buildup Manual
Built-In Test Equipment (BITE) Manual
Central Maintenance Computer System Reporting Table
In Service Activity Report
All Operator Letters
Service Letters
Structural Item Interim Advisory
Maintenance Tips
Combined Index
4.3. MAINTENANCE PLANNING.
Maintenance Planning Data Document
Maintenance Planning Data Tasks Masterfile
Maintenance Task Cards and Index
Maintenance Inspection Intervals Report
4.4. SPARES.
Illustrated Parts Catalog
Standards Books
CS1-4
<PAGE> 32
4.5. FACILITIES AND EQUIPMENT PLANNING.
Facilities and Equipment Planning Document
Special Tool and Ground Handling Equipment Drawings and Index
Supplementary Tooling Documentation
System Test Equipment Document
Illustrated Tool and Equipment List/Manual
Aircraft Recovery Document
Airplane Characteristics for Airport Planning Document
Airplane Rescue and Fire Fighting Document
Engine Handling Document
4.6. COMPUTER SOFTWARE INDEX.
4.7. SUPPLIER TECHNICAL DATA.
Service Bulletins
Ground Support Equipment Data
Provisioning Information
Component Maintenance/Overhaul Manuals and Index
Publications Index
Product Support Supplier Directory
CS1-5
<PAGE> 33
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Supplemental Exhibit CS2 to Purchase Agreement Number 2241
<CATEGORY 2>
CS2
<PAGE> 34
SUPPLEMENTAL EXHIBIT CS2 TO
PURCHASE AGREEMENT NUMBER 2241
CATEGORY 2 CUSTOMER SUPPORT VARIABLES
RELATING TO
BOEING MODEL 737-700/-800/-900 AIRCRAFT
Buyer and Boeing will conduct planning conferences approximately 12 months prior
to delivery of the first Aircraft, or as mutually agreed, in order to develop
and schedule a customized Customer Support Program to be furnished by Boeing in
support of the Aircraft.
The customized Customer Services Program will be based upon and equivalent to
the entitlements summarized below.
1. MAINTENANCE TRAINING.
1.1 Mechanical/Power Plant Course; 1 class of 15 students;
1.2 Electrical Systems Course; 1 class of 15 students;
1.3 Avionics Systems Course; 1 class of 15 students;
1.4 Aircraft Rigging Course; 1 class of 6 students;
1.5 Advanced Composite Repair Course; 1 class of 8 students.
1.6 Training materials will be provided to each student. In
addition, one set of training materials as used in Boeing's
training program, including visual aids, Computer Based Training
Courseware, instrument panel wall charts, text/graphics, video
programs, etc. will be provided for use in Buyer's own training
program.
CS2-1
<PAGE> 35
2. FLIGHT TRAINING.
2.1 Boeing will provide one classroom course to acquaint up to 8
students (four flight crews) with operational, systems and
performance differences between Buyer's newly-purchased Aircraft
and an aircraft of the same model currently operated by Buyer.
2.2 Training materials will be provided to each student. In
addition, one set of training materials as used in Boeing's
training program, including Computer Based Training Courseware,
instrument panel wall charts, etc. will be provided for use in
Buyer's own training program.
3. PLANNING ASSISTANCE.
3.1 MAINTENANCE AND GROUND OPERATIONS.
Upon request, Boeing will visit Buyer's main base to evaluate
aircraft maintenance facilities, develop recommendations and
assist in maintenance planning.
3.2 SPARES.
a) RECOMMENDED SPARES PARTS LIST (RSPL)
A customized RSPL, data and documents will be provided
to identify spare parts required for Buyer's support
program.
b) ILLUSTRATED PARTS CATALOG (IPC)
A customized IPC in accordance with ATA 100 will be
provided.
c) PROVISIONING TRAINING
Provisioning training will be provided for Buyer's
personnel at Boeing's facilities, where documentation
and technical expertise are available. Training is
focused on the initial provisioning process and
calculations reflected in the Boeing RSPL.
d) SPARES PROVISIONING CONFERENCE
A provisioning conference will be conducted, normally at
Boeing's facilities where technical data and personnel
are available.
4. TECHNICAL DATA AND DOCUMENTS.
The following will be provided in mutually agreed formats and
quantities:
CS2-2
<PAGE> 36
4.1 FLIGHT OPERATIONS.
Airplane Flight Manual
Operations Manual
Quick Reference Handbook
Weight and Balance Manual
Dispatch Deviation Procedures Guide
Flight Crew Training Manual
Performance Engineer's Manual
Fault Reporting Manual
FMC Supplemental Data Document
Operational Performance Software
ETOPS Guide Vol. III
4.2 MAINTENANCE.
Aircraft Maintenance Manual
Wiring Diagram Manual
Systems Schematics Manual
Fault Isolation Manual
Structural Repair Manual
Overhaul/Component Maintenance Manual
Standard Overhaul Practices Manual
Standard Wiring Practices Manual
Non-Destructive Test Manual
Service Bulletins and Index
Corrosion Prevention Manual
Fuel Measuring Stick Calibration Document
Power Plant Buildup Manual
In Service Activity Report and Index
Significant Service Item Summary
All Operators Letters
Structural Item Interim Advisory and Index
Service Letters and Index
Maintenance Tips
FMS BITE Manual
Production Management Data Base (PMDB)
4.3 MAINTENANCE PLANNING.
Maintenance Planning Data Document
Maintenance Task Cards and Index
Maintenance Inspection Intervals Report
4.4 SPARES.
Illustrated Parts Catalog
Standards Books
CS2-3
<PAGE> 37
4.5 FACILITIES AND EQUIPMENT PLANNING.
Facilities and Equipment Planning Document
Special Tool & Ground Handling Equipment Drawings & Index
Supplementary Tooling Documentation
System Test Equipment Document
Illustrated Tool and Equipment Manual
Aircraft Recovery Document
Airplane Characteristics for Airport Planning Document
Aircraft Rescue and Firefighting Document
Engine Handling Document
Configuration, Maintenance and Procedures for ETOPS
ETOPS Guide Vols. I & II
4.6 COMPUTER SOFTWARE INDEX.
4.7 SUPPLIER TECHNICAL DATA.
CS2-4
<PAGE> 38
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Supplemental Exhibit CS3 to Purchase Agreement Number 2241
<CATEGORY 3>
CS3
<PAGE> 39
SUPPLEMENTAL AGREEMENT CS3 TO
PURCHASE AGREEMENT NUMBER 2241
CATEGORY 3 CUSTOMER SUPPORT VARIABLES
RELATING TO
BOEING MODEL 737-700/-800/-900 AIRCRAFT
Buyer and Boeing will conduct planning conferences approximately 12 months prior
to delivery of the first Aircraft, or as mutually agreed, in order to develop
and schedule a customized Customer Support Program to be furnished by Boeing in
support of the Aircraft.
The customized Customer Services Program will be based upon and equivalent to
the entitlements summarized below.
1. MAINTENANCE TRAINING.
1.1 Maintenance Training Minor Model Differences Course, if required,
covering operational, structural or systems differences between
Buyer's newly-purchased Aircraft and an aircraft of the same model
currently operated by Buyer; 1 class of 15 students;
1.2 Training materials, if applicable, will be provided to each student.
In addition, one set of training materials as used in Boeing's
training program, including visual aids, text and graphics will be
provided for use in Buyer's own training program.
2. FLIGHT TRAINING.
Boeing will provide, if required, one classroom course to acquaint up to
15 students with operational, systems and performance differences between
Buyer's newly-purchased Aircraft and an aircraft of the same model
currently operated by Buyer.
Any training materials used in Flight Training, if required, will be
provided for use in Buyer's own training program.
CS3-1
<PAGE> 40
3. PLANNING ASSISTANCE.
3.1 MAINTENANCE AND GROUND OPERATIONS.
Upon request, Boeing will provide planning assistance regarding
Minor Model Differences requirements for facilities, tools and
equipment.
3.2 SPARES.
Boeing will revise, as applicable, the customized Recommended Spares
Parts List (RSPL) and Illustrated Parts Catalog (IPC).
4. TECHNICAL DATA AND DOCUMENTS.
Boeing will revise, as applicable, technical data and documents provided
with previously delivered aircraft.
CS3-2
<PAGE> 41
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Supplemental Exhibit EE1 to Purchase Agreement Number 2241
EE1
<PAGE> 42
SUPPLEMENTARY EXHIBIT EE1 TO
PURCHASE AGREEMENT NUMBER 2241
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
RELATING TO
BOEING MODEL 737-700/-800/-900 AIRCRAFT
1. ENGINE ESCALATION. No separate engine escalation methodology is defined for
the 737-700, -800 or -900 Aircraft. Pursuant to the AGTA, the engine prices for
these Aircraft are included in and will be escalated in the same manner as the
Airframe.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN. Boeing has obtained from CFM
International, Inc. (or CFM International, S.A., as the case may be) (CFM) the
right to extend to Buyer the provisions of CFM'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 CFM'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 CFM 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 CFM shall have any obligation arising
therefrom. In consideration for Boeing's extension of the CFM 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 CFM 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 CFM in such CFM Warranty or General
Terms Agreement between Buyer and CFM and Buyer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities.
2.1. TITLE. CFM warrants that at the date of delivery, CFM has
legal title to and good and lawful right to sell its CFM56-7 type
Engine and Products and
EE1-1
<PAGE> 43
furthermore warrants that such title is free and clear of all claims,
liens and encumbrances of any nature whatsoever.
2.2. PATENTS.
2.2.1 CFM 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, CFM assumes no liability for patent infringement.
2.2.2 CFM's liability hereunder is conditioned upon Buyer
promptly notifying CFM in writing and giving CFM authority,
information and assistance (at CFM'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, CFM 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 CFM for patent infringement.
2.2.3 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.
2.3. INITIAL WARRANTY. CFM warrants that CFM56-7 Engine products
will conform to CFM's applicable specifications and will be free from
defects in material and workmanship prior to Buyer's initial use of
such products.
EE1-2
<PAGE> 44
2.4. WARRANTY PASS-ON.
2.4.1 If requested by Buyer and agreed to by CFM in
writing, CFM 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.
2.4.2 Any warranties set forth herein shall not be
transferable to a third party, merging company or an
acquiring entity of Buyer.
2.4.3 In the event Buyer is merged with, or acquired by,
another aircraft operator which has a general terms
agreement with CFM, the Warranties as set forth herein
shall apply to the Engines, Modules, and Parts.
2.5. NEW ENGINE WARRANTY.
2.5.1. CFM 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.
2.5.2 As an alternative to the above allowances, CFM shall,
upon request of Buyer:
EE1-3
<PAGE> 45
(i) Arrange to have the failed Engines and
Modules repaired, as appropriate, at a facility designated
by CFM at no charge to Buyer for the first 2500 Flight
Hours and at a charge to Buyer increasing pro rata from
zero percent of CFM's repair cost at 2500 Flight Hours to
100% of such CFM repair costs at 3000 Flight Hours.
(ii) Transportation to and from the designated
facility shall be at Buyer's expense.
2.6. NEW PARTS WARRANTY. In addition to the warranty granted for
new Engines and new Modules, CFM warrants Engine and Module Parts as
follows:
2.6.1. During the first 1000 Flight Hours for such Parts
and Expendable Parts, CFM will grant 100% Parts Credit
Allowance or Labor Allowance for repair labor for failed
Parts.
2.6.2. CFM 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.
2.7. ULTIMATE LIFE WARRANTY.
2.7.1. CFM 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
2.7.2. CFM 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 CFM or a U.S. and/or
French Government imposed Ultimate Life limitation of less
than 25,000 Flight Hours or 15,000 Flight Cycles.
EE1-4
<PAGE> 46
2.8. CAMPAIGN CHANGE WARRANTY.
2.8.1. A campaign change will be declared by CFM 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 CFM Service
Bulletin or FAA Airworthiness Directive. Campaign change
may also be declared for CFM Service Bulletins requesting
new Part introduction no later than the next Engine or
Module shop visit. CFM 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.
2.8.2. Labor Allowance - CFM will grant 100% Labor
Allowance for disassembly, reassembly, modification,
testing, or Inspection of CFM supplied Engines, Modules, or
Parts therefor when such action is required to comply with
a mandatory time compliance CFM Service Bulletin or FAA
Airworthiness Directive. A Labor Allowance will be granted
by CFM for other CFM issued Service Bulletins if so
specified in such Service Bulletins.
2.8.3. Life Controlled Rotating Parts retired by Ultimate
Life limits including FAA and/or DGAC Airworthiness
Directive, are excluded from Campaign Change Warranty.
EE1-5
<PAGE> 47
2.9. 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
CFM 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 CFM'S LIABILITY
TO BUYER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO
BUYER'S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.
2.10. INDEMNITY AND CONTRIBUTION.
2.10.1. IN THE EVENT BUYER ASSERTS A CLAIM AGAINST A THIRD
PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN
LIMITATIONS, PARAGRAPH 2.9. 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 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 CFM, WHETHER ACTIVE, PASSIVE OR
IMPUTED.
2.10.2. 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 CFM 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.
EE1-6
<PAGE> 48
BUYER'S OBLIGATION TO INDEMNIFY CFM HEREUNDER SHALL BE
APPLICABLE AT SUCH TIME AS CFM 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.
EE1-7
<PAGE> 49
TABLE 1
737-700/-800/-900
CFM56 WARRANTY PARTS LIST
FLIGHT HOURS
<TABLE>
<CAPTION>
Flight Hours
-------------------------------------------------------
2000 3000 4000 6000 8000 12000
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
EE1-8
<PAGE> 50
TABLE 1
737-700/-800/-900
CFM56 WARRANTY PARTS LIST
(continued)
<TABLE>
<CAPTION>
Flight Hours
-------------------------------------------------------
2000 3000 4000 6000 8000 12000
---- ---- ---- ---- ---- -----
<S> <C> <C> <C> <C> <C> <C>
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
</TABLE>
EE1-9
<PAGE> 51
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
INTERNATIONAL LEASE FINANCE CORPORATION
Supplemental Exhibit SLP1 to Purchase Agreement Number 2241
SLP1
<PAGE> 52
SUPPLEMENTAL EXHIBIT SLP1 TO
PURCHASE AGREEMENT NUMBER 2241
SERVICE LIFE POLICY COMPONENTS
RELATING TO
BOEING MODEL 737-700/-800/-900 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
BOEING SERVICE LIFE POLICY of Exhibit C, PRODUCT ASSURANCE DOCUMENT to the AGTA
and is a part of Purchase Agreement No. 2241.
1. WING.
(a) Upper and lower skins and stiffeners between the forward and
rear wing spars.
(b) Wing spar webs, chords and stiffeners.
(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.
SLP1-1
<PAGE> 53
(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.
(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.
SLP1-2
<PAGE> 54
3. VERTICAL STABILIZER.
(a) External skins between front and rear spars.
(b) Front, rear and auxiliary spar chords, webs and stiffeners and
attachment fittings.
(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.
SLP1-3
<PAGE> 55
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.
SLP1-4
<PAGE> 56
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-501
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 2241 (the Purchase Agreement) between The
Boeing Company (Boeing) and International Lease Finance
Corporation (Buyer) relating to Model 737-700/-800/-900 aircraft
(the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All terms
used but not defined in this Letter Agreement have the same meaning as in the
Purchase Agreement.
Boeing agrees to provide Buyer with the performance guarantees represented by
Attachments A, B and C. These guarantees are exclusive and expire upon delivery
of the Aircraft to Buyer. These performance guarantees are calculated at the
maximum gross weight and thrust. The performance guarantees will be adjusted to
account for the weight and thrust selected by Buyer and Lessee.
Buyer agrees not to disclose this Letter Agreement, attachments, or any other
information related to this Letter Agreement without prior written consent by
Boeing.
<PAGE> 57
International Lease Finance Corporation
6-1162-APS-501 Page 2
Very truly yours,
THE BOEING COMPANY
By /s/ A.P. Schneider
----------------------------------
Its Attorney-In-Fact
----------------------------------
ACCEPTED AND AGREED TO this
Date: July 30, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Marty Olsen
----------------------------------
Its Asst. Vice President
----------------------------------
Attachments
<PAGE> 58
Attachment A to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 1
MODEL 737-7Q8 PERFORMANCE GUARANTEES
FOR INTERNATIONAL LEASE FINANCE CORPORATION
<TABLE>
<CAPTION>
SECTION CONTENTS
<S> <C>
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
</TABLE>
<PAGE> 59
Attachment A to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 737-7Q8 Aircraft with a
maximum takeoff weight of at least * pounds, a maximum landing
weight of * pounds, and a maximum zero fuel weight of * pounds,
and equipped with Boeing furnished CFM56-7B series engines.
2 FLIGHT PERFORMANCE
MISSION RANGE
The still air range with a * pound payload using the conditions
and operating rules defined below, shall not be less than the
following guarantee value:
NOMINAL: * Nautical Miles
TOLERANCE: * Nautical Miles
GUARANTEE: * Nautical Miles
Conditions and operating rules:
Still Air Range: The still air range is defined as the sum of the
distances for the climbout maneuver, climb, cruise,
and descent.
Takeoff: The airport altitude is at sea level.
The takeoff gross weight is * pounds.
Climbout Maneuver: Following the takeoff to * feet, the Aircraft
accelerates to * KCAS while climbing to * feet above the
departure airport altitude and retracting flaps and
landing gear.
Climb: The Aircraft climbs from * feet above the departure
airport altitude to * feet altitude at * KCAS.
The Aircraft then accelerates at a rate of climb of *
feet per minute to a climb speed of * KCAS.
- --------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 60
Attachment A to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 3
The climb continues at * KCAS until * Mach number is
reached.
The climb continues at * Mach number to the initial
cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at * Mach number.
The initial cruise altitude is * feet.
A step climb of * feet altitude may be used when
beneficial to minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise thrust
except during a step climb when maximum climb thrust may
be used.
Descent: The Aircraft descends from the final cruise
altitude at * Mach number until * KCAS is reached.
The descent continues at * KCAS to an altitude of * feet
above the destination airport altitude.
Throughout the descent, the cabin pressure will be
controlled to a maximum rate of descent equivalent to *
feet per minute at sea level.
The temperature is standard day during descent.
Approach The Aircraft decelerates to the final approach
and Landing speed while extending landing gear and flaps, then
Maneuver: descends and lands.
The destination is a sea level airport.
- --------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 61
Attachment A to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 4
Fixed Allowances: For the purpose of this guarantee and for the
purpose of establishing compliance with this
guarantee, the following shall be used as fixed
quantities and allowances:
Operational Empty Weight, OEW: * Pounds
Taxi-out:
Fuel * Pounds
Takeoff and Climbout Maneuver:
Fuel * Pounds
Distance * Nautical Miles
Climb:
Fuel * Pounds
Distance * Nautical Miles
Descent:
Fuel * Pounds
Distance * Nautical Miles
Approach and Landing Maneuver:
Fuel * Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel * Pounds
Usable reserve fuel remaining upon completion of
the approach and landing maneuver: * Pounds
For information purposes, the reserve fuel is based
on a standard day temperature and a) a contingency
fuel allowance equivalent to * percent of the fuel
burned from takeoff through the completion of the
approach and landing maneuver at the destination
airport, b) a missed approach and flight to a *
nautical mile alternate, c) an approach and landing
maneuver at the alternate airport, and d) a *
minute hold at * 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> 62
Attachment A to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 5
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 Customer and
Boeing or otherwise allowed by the Purchase Agreement which cause
changes to the flight 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 or any other changes
mutually agreed upon between the Customer 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.
4.3 CFM56-7B series engines include the CFM56-7B20, CFM56-7B22, and
the CFM56-7B24 engines only.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the International
Standard Atmosphere (ISA) and specified variations therefrom;
altitudes are pressure altitudes.
5.2 Regulations referred to in this Attachment are, unless otherwise
specified, the 737-700 Certification Basis regulations specified
in the Type Certificate Data Sheet A16WE, Revision 23, dated
November 7, 1997.
- --------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 63
Attachment A to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 6
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 climb, cruise and descent portions of the mission guarantee
include allowances for normal power extraction and engine bleed
for normal operation of the air conditioning system. Normal
electrical power extraction shall be defined as not less than a
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 climb, cruise and descent portions of the mission guarantee
are based on an Aircraft center of gravity location of 22.2
percent of the mean aerodynamic chord.
5.6 Performance, where applicable, is based on a fuel Lower Heating
Value (LHV) of * BTU per pound and a fuel density of * pounds per
U.S. gallon.
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 The takeoff weight of the mission range guarantee shall be based
on the FAA approved Airplane Flight Manual for the Model 737-700
except that the takeoff weight used to show compliance with
Paragraph 2 may exceed the takeoff weight limit appearing on the
Weight Limitations page in the FAA approved Airplane Flight
Manual for the Model 737-700 but may not exceed the takeoff gross
weight in Paragraph 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> 64
Attachment A to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 7
6.3 Compliance with the mission 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.
6.4 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 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.
6.6 Compliance shall be based on the performance of the airframe and
engines in combination, and shall not be contingent on the engine
meeting its manufacturer's performance specification.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are
those set forth in this Attachment.
<PAGE> 65
Attachment B to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 1
MODEL 737-8Q8 PERFORMANCE GUARANTEES
FOR INTERNATIONAL LEASE FINANCE CORPORATION
<TABLE>
<CAPTION>
SECTION CONTENTS
<S> <C>
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
</TABLE>
<PAGE> 66
Attachment B to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 737-8Q8 Aircraft with a
maximum takeoff weight of at least * pounds, a maximum landing
weight of * pounds, and a maximum zero fuel weight of * pounds,
and equipped with Boeing furnished CFM56-7B series engines.
2 FLIGHT PERFORMANCE
MISSION RANGE
The still air range with a * pound payload using the conditions
and operating rules defined below, shall not be less than the
following guarantee value:
NOMINAL: * Nautical Miles
TOLERANCE: * Nautical Miles
GUARANTEE: * Nautical Miles
Conditions and operating rules:
Still Air Range: The still air range is defined as the sum of the
distances for the climbout maneuver, climb, cruise, and
descent.
Takeoff: The airport altitude is at sea level.
The takeoff gross weight available is * pounds.
Climbout Following the takeoff to * feet, the Aircraft
Maneuver: accelerates to * KCAS while climbing to * feet above the
departure airport altitude and retracting flaps and
landing gear.
Climb: The Aircraft climbs from * feet above the departure
airport altitude to * feet altitude at * KCAS.
The Aircraft then accelerates at a rate of climb of *
feet per minute to a climb speed of * KCAS.
- --------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 67
Attachment B to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 3
The climb continues at * KCAS until * Mach number is
reached.
The climb continues at * Mach number to the initial
cruise altitude.
The temperature is standard day during climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at * Mach number.
The initial cruise altitude is * feet.
A step climb of * feet altitude may be used when
beneficial to minimize fuel burn.
The temperature is standard day during cruise.
The cruise thrust is not to exceed maximum cruise thrust
except during a step climb when maximum climb thrust may
be used.
Descent: The Aircraft descends from the final cruise altitude at *
Mach number until * KCAS is reached.
The descent continues at * KCAS to an altitude of * feet
above the destination airport altitude.
Throughout the descent, the cabin pressure will be
controlled to a maximum rate of descent equivalent to *
feet per minute at sea level.
The temperature is standard day during descent.
Approach The Aircraft decelerates to the final approach
and Landing speed while extending landing gear and flaps, then
Maneuver: descends and lands.
The destination is a sea level airport.
- --------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 68
Attachment B to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 4
Fixed Allowances: For the purpose of this guarantee and for the purpose of
establishing compliance with this guarantee, the
following shall be used as fixed quantities and
allowances:
Operational Empty Weight, OEW: * Pounds
Taxi-out:
Fuel * Pounds
Takeoff and Climbout Maneuver:
Fuel * Pounds
Distance * Nautical Miles
Climb:
Fuel * Pounds
Distance * Nautical Miles
Descent:
Fuel * Pounds
Distance * Nautical Miles
Approach and Landing Maneuver:
Fuel * Pounds
Taxi-in (shall be consumed from the reserve fuel):
Fuel * Pounds
Usable reserve fuel remaining upon completion of
the approach and landing maneuver: * Pounds
For information purposes, the reserve fuel is based on a
standard day temperature and a) a contingency fuel
allowance equivalent to * percent of the fuel burned from
takeoff through the completion of the approach and
landing maneuver at the destination airport, b) a missed
approach and flight to a * nautical mile alternate, c) an
approach and landing maneuver at the alternate airport,
and d) a * minute hold at * 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> 69
Attachment B to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 5
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 Revision E 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 Customer and Boeing
or otherwise allowed by the Purchase Agreement which cause
changes to the flight 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 or any other changes
mutually agreed upon between the Customer 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.
4.3 CFM56-7B series engines include the CFM56-7B24, CFM56-7B26, and
the CFM56-7B27 engines only.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the International
Standard Atmosphere (ISA) and specified variations therefrom;
altitudes are pressure altitudes.
5.2 The FAA Regulations (FAR) referred to in this Attachment are,
unless otherwise specified, the 737-800 Certification Basis
regulations specified in the Type Certificate Data Sheet A16WE,
Revision 24, dated March 13, 1998.
- --------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 70
Attachment B to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 6
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 climb, cruise and descent portions of the mission guarantee
include allowances for normal power extraction and engine bleed
for normal operation of the air conditioning system. Normal
electrical power extraction shall be defined as not less than a
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.
5.5 The climb, cruise and descent portions of the mission guarantee
are based an Aircraft center of gravity location of 26.2 percent
of the mean aerodynamic chord.
5.6 Performance, where applicable, is based on a fuel Lower Heating
Value (LHV) of * BTU per pound and a fuel density of * pounds per
U.S. gallon.
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 The takeoff weight of the mission range guarantee shall be based
on the FAA approved Airplane Flight Manual for the Model 737-800
except that the takeoff weight used to show compliance with
Paragraph 2 may exceed the takeoff weight limit appearing on the
Weight Limitations page in the FAA approved Airplane Flight
Manual for the Model 737-800 but may not exceed the takeoff gross
weight in Paragraph 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> 71
Attachment B to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 7
6.3 Compliance with the mission 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.
6.4 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 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.
6.6 Compliance shall be based on the performance of the airframe and
engines in combination, and shall not be contingent on the engine
meeting its manufacturer's performance specification.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are
those set forth in this Attachment.
<PAGE> 72
Attachment C to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 1
MODEL 737-9Q8 PERFORMANCE GUARANTEES
FOR INTERNATIONAL LEASE FINANCE CORPORATION
<TABLE>
<CAPTION>
SECTION CONTENTS
------- --------
<S> <C>
1 AIRCRAFT MODEL APPLICABILITY
2 FLIGHT PERFORMANCE
3 MANUFACTURER'S EMPTY WEIGHT
4 AIRCRAFT CONFIGURATION
5 GUARANTEE CONDITIONS
6 GUARANTEE COMPLIANCE
7 EXCLUSIVE GUARANTEES
</TABLE>
<PAGE> 73
Attachment C to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "Performance
Guarantees") are applicable to the 737-9Q8 Aircraft with a
maximum takeoff weight of at least * pounds, a maximum landing
weight of * pounds, and a maximum zero fuel weight of * pounds,
and equipped with Boeing furnished CFM56-7B series engines.
2 FLIGHT PERFORMANCE
MISSION RANGE
The still air range with a * pound payload using the conditions
and operating rules defined below, shall not be less than the
following guarantee value:
<TABLE>
<S> <C>
NOMINAL: * Nautical Miles
TOLERANCE: * Nautical Miles
GUARANTEE: * Nautical Miles
</TABLE>
Conditions and operating rules:
Still Air Range: The still air range is defined as
the sum of the distances for the climbout
maneuver, climb, cruise, and descent.
Takeoff: The airport altitude is at sea level.
The takeoff gross weight is * pounds.
Climbout Following the takeoff to * feet, the
Maneuver: Aircraft accelerates to * KCAS while climbing
to * feet above the departure airport altitude
and retracting flaps and landing gear.
Climb: The Aircraft climbs from * feet above the
departure airport altitude to * feet altitude
at * KCAS.
The Aircraft then accelerates at a rate of
climb of * feet per minute to a climb speed
of * KCAS.
- -----------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 74
Attachment C to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 3
The climb continues at * KCAS until * Mach
number is reached.
The climb continues at * Mach number to the
initial cruise altitude.
The temperature is standard day during
climb.
Maximum climb thrust is used during climb.
Cruise: The Aircraft cruises at * Mach number.
The initial cruise altitude is * feet.
A step climb of * feet altitude may be used
when beneficial to minimize fuel burn.
The temperature is standard day during
cruise.
The cruise thrust is not to exceed maximum
cruise thrust except during a step climb
when maximum climb thrust may be used.
Descent: The Aircraft descends from the final cruise
altitude at * Mach number until * KCAS is
reached.
The descent continues at * KCAS to an
altitude of * feet above the destination
airport altitude.
Throughout the descent, the cabin pressure
will be controlled to a maximum rate of
descent equivalent to * feet per minute at
sea level.
The temperature is standard day during
descent.
Approach The Aircraft decelerates to the final approach
and Landing speed while extending landing gear and flaps,
Maneuver: then descends and lands.
The destination is a sea level airport.
- -----------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 75
Attachment C to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 4
Fixed For the purpose of this guarantee and for the
Allowances: purpose of establishing compliance with this
guarantee, the following shall be used as
fixed quantities and allowances:
Operational Empty Weight, OEW:* Pounds
Taxi-out:
Fuel * Pounds
Takeoff and Climbout Maneuver:
Fuel * Pounds
Distance * Nautical Miles
Climb:
Fuel * Pounds
Distance * Nautical Miles
Descent:
Fuel * Pounds
Distance * Nautical Miles
Approach and Landing Maneuver:
Fuel * Pounds
Taxi-in (shall be consumed from the reserve
fuel):
Fuel * Pounds
Usable reserve fuel remaining upon completion
of the approach and landing maneuver: * Pounds
For information purposes, the reserve fuel is
based on a standard day temperature and a) a
contingency fuel allowance equivalent to *
percent of the fuel burned from takeoff
through the completion of the approach and
landing maneuver at the destination airport,
b) a missed approach and flight to a *
nautical mile alternate, c) an approach and
landing maneuver at the alternate airport, and
d) a * minute hold at * 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> 76
Attachment C to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 5
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 D019A001-B (hereinafter referred to as the
Detail Specification). Appropriate adjustment shall be made for
changes in such Detail Specification approved by the Customer
and Boeing or otherwise allowed by the Purchase Agreement which
cause changes to the flight 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 or any other changes
mutually agreed upon between the Customer 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.
4.3 CFM56-7B series engines include the CFM56-7B24, CFM56-7B26, and
the CFM56-7B27 engines only.
5 GUARANTEE CONDITIONS
5.1 All guaranteed performance data are based on the International
Standard Atmosphere (ISA) and specified variations therefrom;
altitudes are pressure altitudes.
5.2 Regulations referred to in this Attachment are, unless otherwise
specified, the 737-800 Certification Basis regulations specified
in the Type Certificate Data Sheet A16WE, Revision 24, dated
March 13, 1998 except where superseded by Amendment 25-92,
effective March 20, 1998.
- -----------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 77
Attachment C to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 6
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 climb, cruise and descent portions of the mission guarantee
include allowances for normal power extraction and engine bleed
for normal operation of the air conditioning system. Normal
electrical power extraction shall be defined as not less than a
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.
5.5 The climb, cruise and descent portions of the mission guarantee
are based on an Aircraft center of gravity location, as
determined by Boeing, not to be aft of 21 percent of the mean
aerodynamic chord.
5.6 Performance, where applicable, is based on a fuel Lower Heating
Value (LHV) of * BTU per pound and a fuel density of * pounds
per U.S. gallon.
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 The takeoff weight of the mission range guarantee shall be based
on the FAA approved Airplane Flight Manual for the Model 737-900
except that the takeoff weight used to show compliance with
Paragraph 2 may exceed the takeoff weight limit appearing on the
Weight Limitations page in the FAA approved Airplane Flight
Manual for the Model 737-900 but may not exceed the takeoff
gross weight in Paragraph 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> 78
Attachment C to Letter Agreement
No. 6-1162-APS-501
CFM56-7B Series Engines
Page 7
6.3 Compliance with the mission 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.
6.4 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 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.
6.6 Compliance shall be based on the performance of the airframe and
engines in combination, and shall not be contingent on the
engine meeting its manufacturer's performance specification.
7 EXCLUSIVE GUARANTEES
The only performance guarantees applicable to the Aircraft are
those set forth in this Attachment.
<PAGE> 79
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-502
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Subject: Advance Payment Matters
Reference: Purchase Agreement No. 2241 (the Purchase Agreement)
between The Boeing Company (Boeing)
and International Lease Finance Corporation (Buyer)
relating to Model 737-700/-800/-900 aircraft (the Aircraft)
Gentlemen:
This Letter Agreement amends the Purchase Agreement between The Boeing Company
(Boeing) and International Lease Finance Corporation (Buyer) relating to Model
737-700/-800/-900 aircraft (the Aircraft).
All terms used and not defined herein, shall have the same meaning as in the
Purchase 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> 80
International Lease Finance Corporation
6-1162-APS-502 Page 2
1.3 *
2. PAYMENT BY CHECK.
In the event that Buyer elects to pay Boeing any advance payment due
under the Purchase Agreements * 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 *
- --------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 81
International Lease Finance Corporation
6-1162-APS-502 Page 3
3. APPLICABILITY TO *
4. 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.
Very truly yours,
THE BOEING COMPANY
By /s/ A.P. Schneider
---------------------------------
Its Attorney-In-Fact
--------------------------------
ACCEPTED AND AGREED TO this 30 day of July, 1999
----
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Marty Olsen
---------------------------------
Its Asst. 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> 82
Attachment A to
Letter Agreement No. 6-1162-APS-502
*
- --------------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 83
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-503
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Special Contractual Matters
Reference: Purchase Agreement No. 2241 (the Purchase Agreement) between
The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer)
relating to Model 737-700/-800/-900 aircraft (the Aircraft)
This Letter Agreement amends and supplements the Purchase Agreement. All
terms used but not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.
1. CREDIT MEMORANDA.
1.1 AIRCRAFT CREDITS - 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 *
- --------------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 84
International Lease Finance Corporation
6-1162-APS-503 Page 2
1.2 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.
1.3 *
2. *
2.1 *
- --------------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 85
International Lease Finance Corporation
6-1162-APS-503 Page 3
2.2 *
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> 86
International Lease Finance Corporation
6-1162-APS-503 Page 4
4. * CREDITS.
With respect to up to *
5. PROMOTIONAL SUPPORT.
For avoidance of doubt, the Aircraft are subject to Letter Agreement No.
6-1162-SSM-395 to Aircraft General Terms Agreement AGTA-ILF, pursuant to which
Boeing agrees to make available to Buyer *
6. JOINT AVIATION AUTHORITIES *.
*
- --------------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 87
International Lease Finance Corporation
6-1162-APS-503 Page 5
Buyer agrees to cooperate with and assist Boeing in Boeing's negotiations with
the airworthiness authorities of the JAA and the respective country of import
and/or registration of each Aircraft relating to the establishment and meeting
of Aircraft airworthiness requirements
7. *
Boeing has provided a Manufacturer's Empty Weight (MEW) guarantee for
the basic model Model 737-900 Substitute Aircraft, which is set forth in
Attachment C to Letter Agreement No. 6-1162-APS-501, dated as of even date
herewith. The Model 737-900 Substitute Aircraft MEW is guaranteed to be *. In
consideration of the early stage of Boeing's design of the Model 737-900
aircraft and Buyer's desire to retain the full operational capability of the
Model 737-900 Substitute 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 Model 737-900 aircraft.
If the Model 737-900 baseline MEW grows above the MEW set forth in the Detail
Specification by *
* the terms of Letter Agreement 6-1162-APS-501, dated as of even date herewith,
will apply.
- ---------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 88
International Lease Finance Corporation
6-1162-APS-503 Page 6
8. *
9. BOEING *
Boeing agrees to provide Buyer *, subject to Buyer executing a Boeing
Customer Services General Terms Agreement (CSGTA) and a *
10. BOEING *
If Buyer requests that Boeing provide *
In addition, (i) Boeing agrees to provide Buyer *
11. 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.
- ---------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 89
International Lease Finance Corporation
6-1162-APS-503 Page 7
Very truly yours,
THE BOEING COMPANY
By /s/ A.P. Schneider
-----------------------
Its Attorney-In-Fact
-----------------------
ACCEPTED AND AGREED TO this 30 day of July, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Marty Olsen
-----------------------
Its Asst. Vice President
-----------------------
<PAGE> 90
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-504
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Flexibility Matters
Reference: Purchase Agreement No. 2241 (the Purchase Agreement)
between The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer)
relating to Model 737-700/-800/-900 Aircraft (the Aircraft)
This Letter Agreement amends the Purchase Agreement between Boeing and Buyer
relating to the Aircraft.
All terms used and not defined in this Letter Agreement, shall have the same
meaning as in the Purchase Agreement.
1. *
1.1 *
1.2 *
1.3 *
- ----------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 91
International Lease Finance Corporation
6-1162-APS-504 Page 2
1.4 [NOT USED]
1.5 *
1.6 *
1.7 The pricing * set forth in Attachment A to this Letter Agreement
shall apply to all * Aircraft, *.
1.7.1 Notwithstanding paragraph 2.2 of Letter Agreement No.
6-1162-APS-505 and paragraph 3.1 of Letter Agreement No. 6-1162-APS-508, *
1.7.2 For avoidance of doubt, credit memoranda resulting from
escalation sharing for the second half of 1998 per Letter Agreement No.
6-1162-APS-405 will be provided at time of delivery of each * Aircraft * which
is purchased with * pricing (as set forth in Attachment A). *
1.7.3 * AIRCRAFT PRICING CLARIFICATION. *
- --------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 92
International Lease Finance Corporation
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1.8 Buyer will be permitted to *
2. RIGHT OF * SUBSTITUTION.
2.1 Buyer shall have the right to substitute in lieu of any or all of
the Aircraft a Boeing Model 737-800 or Model 737-900 aircraft (the Substitute
Model 737 Aircraft), on a one for one basis, by providing written notice in
accordance with the schedule set forth below, provided however that Buyer may
not substitute Model 737-900 Aircraft for delivery positions prior to *, and
subject to Boeing's production capability to build Model 737-900 Aircraft in the
desired delivery positions:
(i) * prior to the then-current scheduled month of delivery of the
Aircraft for which substitution is being made for Substitute
Model 737 Aircraft for which the aircraft configuration has not
been defined and the selected passenger seats have not been
previously certified on a Model 737 aircraft;
(ii) * prior to the then-current scheduled month of delivery of the
Aircraft for which substitution is being made for Substitute
Model 737 Aircraft for which the aircraft configuration has not
been defined and the selected passenger seats have been
previously certified on a Model 737 aircraft; or
(iii) * prior to the then-current scheduled month of delivery of the
Aircraft for which substitution is being made for Substitute
Model 737 Aircraft for which the aircraft configuration has been
defined and the selected passenger seats have been previously
certified on a Model 737 aircraft;
2.2 The pricing set forth in Attachment B to this Letter Agreement shall
apply to all Substitute Model 737 Aircraft.
2.3 For avoidance of doubt, credit memos will be provided with respect
to each Substitute Model 737 Aircraft as set forth in Letter Agreement No.
6-1162-APS-503*, with respect to each Substitute Model 737 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> 93
International Lease Finance Corporation
6-1162-APS-504 Page 4
2.4 *
2.5 For avoidance of doubt, subject to the notice requirements set forth
in subparagraph 2.1 above, Buyer may re-substitute Model 737-700, -800 or -900
aircraft for previously substituted Substitute Model 737 Aircraft.
3. EXCHANGES OF DELIVERY POSITIONS TO FACILITATE MODEL 737-600 AND MODEL
737-900 AIRCRAFT ACQUISITIONS.
3.1 737-600 PURCHASES. To provide Buyer more flexible delivery positions
for Model 737-600 aircraft, which are purchased under Purchase Agreement Nos.
1830 and 2077 but not under Purchase Agreement No. 2241, Buyer may exchange
delivery positions on a one-for-one basis between Purchase Agreement No. 2241
and such previous Purchase Agreements, and purchase 737-600s in the positions so
exchanged into such previous Purchase Agreements, provided that from the date of
the written exchange request the lead times to both of the delivery positions to
be exchanged equal or exceed those set forth in paragraph 2 above for intramodel
substitutions, and further provided that *.
3.2 737-900 PURCHASES. To provide Buyer more flexible delivery positions
for Model 737-900 aircraft, which are purchased under Purchase Agreement No.
2241 but not under Purchase Agreement Nos. 1830 and 2077, Buyer may exchange
delivery positions on a one-for-one basis between such previous Purchase
Agreements and Purchase Agreement No. 2241, and purchase 737-900s in the
positions so exchanged into Purchase Agreement No. 2241, provided that: (i) from
the date of the written exchange request the lead times to both of the delivery
positions to be exchanged equal or exceed those set forth in paragraph 2 above
for intramodel substitutions; (ii) Buyer may not substitute Model 737-900
Aircraft for delivery positions prior to *; and (iii) Boeing has the production
capability to build Model 737-900 Aircraft in the desired delivery position(s).
4. GENERAL SUBSTITUTION TERMS AND CONDITIONS.
Buyer's right to substitute and exchange aircraft as defined in
paragraphs 1, 2 and 3 herein shall be subject to the following terms and
conditions:
4.1 Promptly after receipt of notice from Buyer of its election to
substitute, Boeing shall prepare and submit to Buyer appropriate documents
- ----------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 94
International Lease Finance Corporation
6-1162-APS-504 Page 5
amending the * Purchase Agreement* to reflect the manufacture and sale of such
*, to Buyer. Boeing and Buyer agree to use their best efforts to amend the *
Purchase Agreement* to reflect the substitution within thirty (30) days after
receipt of Buyer's notice; and
4.2 The terms of Purchase Agreement No. 2241, including amending Letter
Agreements, shall apply to Buyer's purchase of the Substitute Model 737
Aircraft. The terms of Purchase Agreement No. 2241, including amending Letter
Agreements, revised as necessary *.
4.3 Various lead-time requirements are specified for Buyer's
substitution and exchange rights in paragraphs 1, 2 and 3 above. Buyer
recognizes the mutual desirability of adhering to these lead-times. Boeing
recognizes that Buyer may nonetheless from time to time identify attractive
substitution opportunities after expiration of the applicable lead-time. Boeing
will in good faith consider requests after expiration of the applicable
lead-time and will make best reasonable efforts, consistent with Boeing's
capabilities and other commitments, to accommodate such requests.
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> 95
International Lease Finance Corporation
6-1162-APS-504 Page 6
6. *
7. *
7.1 *
- --------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 96
International Lease Finance Corporation
6-1162-APS-504 Page 7
7.2 *
8. *
9. DISCONTINUATION OF PRODUCTION.
If Boeing discontinues production of any of the Aircraft models 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. If 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 *, any advance payments received by Boeing from Buyer with respect to any
Aircraft so terminated. *
- ---------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 97
International Lease Finance Corporation
6-1162-APS-504 Page 8
10. CATASTROPHIC ECONOMIC EVENT(S).
In addition to the specific rights relating to Aircraft * provided by
this Letter Agreement, Boeing agrees that in the event of a worldwide energy
crisis, major war or other catastrophe causing widespread economic recession
generally and a depression in worldwide markets for air transport and transport
aircraft, which make Buyer's completion of its Aircraft purchase commitments
impracticable, Buyer may request consultation with Boeing*.
11. *
- ---------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 98
International Lease Finance Corporation
6-1162-APS-504 Page 9
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.
Very truly yours,
THE BOEING COMPANY
By /s/ A.P. Schneider
--------------------------------
Its Attorney-In-Fact
-------------------------------
ACCEPTED AND AGRREED TO this 30 day of July, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Marty Olsen
---------------------------------
Its Asst. Vice President
--------------------------------
Attachment
<PAGE> 99
Attachment A to
6-1162-APS-504 Page 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> 100
Attachment B to
6-1162-APS-504 Page 1
Base Airframe Prices
Applicable to
Substitute Model 737 Aircraft
<TABLE>
<CAPTION>
737-700 AIRCRAFT 737-800 AIRCRAFT 737-900 AIRCRAFT
---------------- ---------------- ----------------
<S> <C> <C> <C>
SPECIFICATION NO. D6-38808-4, Rev. F, D6-38808-18, Rev. E, D019A001-B, original
dated 4/30/99 dated 5/7/99 release, dated 11/30/98
MAXIMUM TAKEOFF WEIGHT * * *
ENGINE MODEL CFM56-7B20 CFM56-7B24 CFM56-7B24
ENGINE THRUST * * *
PRICES
(*)
AIRFRAME PRICE * * *
SPECIAL FEATURES * * *
BASIC PRICE * * *
</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> 101
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-505
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: * Matters
Reference: Purchase Agreements No. 1830, 1916, 2077, 2078, 2079, 2080,
2081 and 2241 (the Purchase Agreements) between The Boeing
Company (Boeing) and International Lease Finance Corporation
(Customer) relating to Model 737, 747, 757, 767 and 777
Aircraft (the Aircraft)
This Letter Agreement amends the Purchase Agreements between The Boeing Company
(Boeing) and International Lease Finance Corporation (Customer) relating to
Model 737, 747, 757, 767 and 777 aircraft (the Aircraft).
All terms used and not defined in this Letter Agreement, shall have the same
meaning as in the Purchase Agreements.
1. *
1.1 *
- --------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 102
International Lease Finance Corporation
6-1162-APS-505 Page 2
1.2 *
1.2.1 *
1.2.2 *
1.2.3 *
1.2.4 *
1.2.5 *
2. *
2.1 *
- --------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 103
International Lease Finance Corporation
6-1162-APS-505 Page 3
2.2 *
2.3 *
2.3.1 *
2.3.2 *
2.3.3 *
- ----------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 104
International Lease Finance Corporation
6-1162-APS-505 Page 4
2.3.4 *
2.4 *
3. *
3.1 *
- ---------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 105
International Lease Finance Corporation
6-1162-APS-505 Page 5
3.1.1 *
3.1.2 *
3.1.3 *
- ---------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 106
International Lease Finance Corporation
6-1162-APS-505 Page 6
3.1.4 *
3.2 *
3.2.1 *
3.2.2 *
3.2.3 *
3.2.4 *
3.3 *
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> 107
International Lease Finance Corporation
6-1162-APS-505 Page 7
5. *
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.
Very truly yours,
THE BOEING COMPANY
By /s/ A.P. Schneider
-------------------------------
Its Attorney-In-Fact
-------------------------------
ACCEPTED AND AGREED TO this 30 day of July, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Marty Olsen
-------------------------------
Its Asst. 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> 108
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-506
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Baseline Pricing
Reference: Purchase Agreement No. 2241 (the Purchase Agreement) between The
Boeing Company (Boeing) and International Lease Finance
Corporation (Buyer) relating to Model 737-700/-800/-900 aircraft
(the Aircraft)
This Letter Agreement amends the referenced Purchase Agreement between The
Boeing Company (Boeing) and International Lease Finance Corporation (Buyer)
relating to the Aircraft.
All terms used and not defined herein, shall have the same meaning as in the
Purchase Agreements.
1. *
1.1 All of the Aircraft are scheduled for delivery prior to *
1.2 The base price of an 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> 109
International Lease Finance Corporation
6-1162-APS-506 Page 2
2. *
2.1 Airframe Prices are specified in Table 1 and Letter Agreement
6-1162-APS-504 to the Purchase Agreement. *
2.2 *
2.3 * In addition Buyer may substitute Aircraft pursuant to Letter
Agreement No. 6-1162-APS-504. *
2.4 *
2.5 This * applies to the * Model 737 Aircraft now being purchased under
this Purchase Agreement as well as to reconfiguration activity. This * will also
apply to each aircraft purchased by Buyer * (per Letter Agreement No.
6-1162-APS-504) to be delivered before *
2.6 For avoidance of doubt, per Article 4.2 of AGTA-ILF, which is
incorporated in the Purchase Agreements, *
- ----------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 110
International Lease Finance Corporation
6-1162-APS-506 Page 3
3. PRICING DATA.
3.1 REFERENCED PURCHASE AGREEMENTS. * of this Purchase Agreement, Boeing
will provide to Buyer, with respect to each of the Aircraft configurations
priced in Table 1, the following information:
(a) Airframe Price, as set forth in Table 1;
(b) Identification of the baseline Configuration Specification to
which the Airframe Price applies;
(c) The amount of the Interior allowance included in such Airframe
Price;
(d) Identification of the Options, Change Requests, Master Changes
and other items included in the Optional Features Price set
forth in Table 1, with their respective price effects;
(e) Identification of the Engines;
(f) Aircraft Basic Price.
3.2 SUPPLEMENTAL AGREEMENTS. Boeing agrees to provide the equivalent
data to that identified in subparagraph 3.1 above at the time Supplemental
Agreements are presented to Buyer to document aircraft reconfigurations,
substitutions or additions, if the Aircraft Basic Price to be established by
such Supplemental Agreement has not previously appeared in the * Purchase
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> 111
International Lease Finance Corporation
6-1162-APS-506 Page 4
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.
Very truly yours,
THE BOEING COMPANY
By /s/ A.P. Schneider
---------------------------------
Its Attorney-In-Fact
---------------------------------
ACCEPTED AND AGREED TO this
Date: July 30 , 1999
-----------------
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Marty Olsen
---------------------------------
Its Asst. Vice President
---------------------------------
<PAGE> 112
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-507
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, California 90067
Subject: Escalation Exhibit D-98
Reference: a) Aircraft General Terms Agreement AGTA-ILF (the AGTA) between
The Boeing Company (Boeing) and International Lease Finance
Corporation (Buyer) relating to Model 737, 747, 757, 767, 777
aircraft (the Aircraft)
b) Purchase Agreement No. 2241 (the Purchase Agreement) between
The Boeing Company (Boeing) and International Lease Finance
Corporation (Buyer) relating to Model 737-700/-800/-900
aircraft (the Aircraft)
This Letter Agreement amends and supplements the AGTA. All terms used but not
defined in this Letter Agreement have the same meaning as in the AGTA.
This Letter Agreement modifies certain terms and conditions of the AGTA with
respect to the Aircraft.
The existing Exhibit D to the AGTA, Escalation Adjustments - Airframe and
Optional Features, is applicable to the aircraft covered under previously
executed purchase agreements.
A new Exhibit D-98 , Escalation Adjustments - Airframe and Optional Features, is
hereby added and attached and is applicable to the Aircraft contracted under
Purchase Agreement No. 2241.
Exhibit D-98 is hereby incorporated into AGTA-ILF by this Letter Agreement. The
previous Table of Contents to the AGTA is deleted in its entirety and is
replaced by the attached new Table of Contents which reflects the revisions set
forth in this Letter Agreement.
<PAGE> 113
International Lease Finance Corporation
6-1162-APS-507 Page 2
Very truly yours,
THE BOEING COMPANY
By /s/ A.P. Olsen
---------------------------------
Its Attorney-In-Fact
---------------------------------
ACCEPTED AND AGREED TO this
Date: July 30 , 1999
----------------
International Lease Finance Corporation
By /s/ Marty Olsen
---------------------------------
Its Asst. Vice President
---------------------------------
<PAGE> 114
Attachment A to Letter Agreement
No. 6-1162-APS-507
EXHIBIT D-98
TO
AIRCRAFT GENERAL TERMS AGREEMENT
AGTA-ILF
BETWEEN
THE BOEING COMPANY
AND
INTERNATIONAL LEASE FINANCE CORPORATION
ESCALATION ADJUSTMENT
AIRFRAME AND OPTIONAL FEATURES
(FOR MODEL 717-200, 737-600, 737-700, 737-800, AND 737-900 THE
AIRFRAME PRICE INCLUDES THE ENGINE PRICE AT ITS BASIC THRUST LEVEL.)
D-98
Page 1
<PAGE> 115
Attachment A to Letter Agreement
No. 6-1162-APS-507
EXHIBIT D-98
ESCALATION ADJUSTMENT
1. FORMULA.
Airframe and Optional Features price adjustments (Airframe Price
Adjustment); are used to allow prices to be stated in current year dollars at
the signing of the applicable purchase agreement and to adjust the amount to be
paid by Customer at delivery for the effects of economic fluctuation. The
Airframe Price Adjustment will be determined at the time of aircraft delivery in
accordance with the following formula:
Pa = (P+B)(L + M) - P
Where:
P(a) = Airframe Price Adjustment. (For Model 717-200,
737-600, 737-700, 737-800 and 737-900, the Airframe
Price includes the Engine Price at its basic thrust
level.)
L = .65 x ECI
---
ECI(b) where ECI(b) is the base year
index (as set forth in Table 1
of the applicable purchase
agreement)
M = .35 x ICI
---
ICI(b) where ICI(b) is the base year
index (as set forth in Table 1
of the applicable purchase
agreement)
P = Airframe Price plus Optional Features Price (as set
forth in the applicable purchase agreement).
B = 0.005 x (N/12) x (P) where N is the calendar month
and year of scheduled Aircraft
delivery minus the calendar
month and year of the Base Price
Year, both as shown in Table 1
of the applicable purchase
agreement.
ECI is a value determined using the U.S. Department of Labor,
Bureau of Labor Statistics "Employment Cost Index for workers in
aerospace manufacturing - Wages and Salaries" (ECI code 3721W),
calculated by
D-98
Page 1
<PAGE> 116
Attachment A to Letter Agreement
No. 6-1162-APS-507
establishing a three-month arithmetic average value (expressed
as a decimal and rounded to the nearest tenth) using the values
for the fifth, sixth and seventh months prior to the month of
scheduled delivery of the applicable aircraft. As the Employment
Cost Index values are only released on a quarterly basis, the
value released for the month of March will be used for the
months of January and February; the value for June used for
April and May; the value for September used for July and August;
and the value for December used for October and November.
ICI is a value determined using the U.S. Department of Labor,
Bureau of Labor Statistics "Producer Prices and Price Index -
Industrial Commodities Index ", calculated as a 3-month
arithmetic average of the released monthly values (expressed as
a decimal and rounded to the nearest tenth) using the values for
the 5th, 6th and 7th months prior to the month of scheduled
delivery of the applicable aircraft.
As an example, for an aircraft scheduled to be delivered in the
month of January, the months June, July and August of the
preceding year will be utilized in determining the value of ECI
and ICI.
Note: i. In determining the values of L and M, all calculations and resulting
values will be expressed as a decimal rounded to the nearest
ten-thousandth.
ii. .65 is the numeric ratio attributed to labor in the Airframe Price
Adjustment formula.
iii. .35 is the numeric ratio attributed to materials in the Airframe
Price Adjustment formula.
iv. The denominators (base year indices) are the actual average values
reported by the U.S. Department of Labor, Bureau of Labor Statistics
(base year June 1989 = 100). The applicable base year and corresponding
denominator will be provided by Boeing in the applicable purchase
agreement.
v. If the calculated sum of L + M is less than 1.0000, then the value of
the sum is adjusted to 1.0000.
2. VALUES TO BE UTILIZED IN THE EVENT OF UNAVAILABILITY.
2.1 If the Bureau of Labor Statistics 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 Airframe Price Adjustment, the parties will, prior to
the delivery of any such
D-98
Page 2
<PAGE> 117
Attachment A to Letter Agreement
No. 6-1162-APS-507
aircraft, select a substitute from other Bureau of Labor Statistics data or
similar data reported by non-governmental organizations. Such substitute will
result in the same adjustment, insofar as possible, as would have been
calculated utilizing the original values adjusted for fluctuation during the
applicable time period. However, if within 24 months after delivery of the
aircraft, the Bureau of Labor Statistics should resume releasing values for the
months needed to determine the Airframe Price Adjustment, such values will be
used to determine any increase or decrease in the Airframe Price Adjustment for
the aircraft from that determined at the time of delivery of the aircraft.
2.2 Notwithstanding Article 2.1 above, if prior to the scheduled
delivery month of an aircraft the Bureau of Labor Statistics changes the base
year for determination of the ECI and ICI values as defined above, such re-based
values will be incorporated in the Airframe Price Adjustment calculation.
2.3 In the event escalation provisions are made non-enforceable or
otherwise rendered 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,
1995, which is consistent with the applicable provisions of paragraph 1 of this
Exhibit D.
2.4 If within 12 months of Aircraft delivery, the published Index values
are revised due to an acknowledged error by the Bureau of Labor Statistics, the
Airframe Price Adjustment will be re-calculated using the revised Index values
(this does not include those values noted as preliminary by the Bureau of Labor
Statistics). A Credit Memo or Supplemental Invoice will be issued for the
Airframe Price Adjustment difference. Interest charges will not apply for the
period of original invoice to issuance of Credit Memo or Supplemental Invoice.
Note: i. The values released by the Bureau of Labor Statistics and ----
available to Boeing 30 days prior to the scheduled delivery month of an
aircraft will be used to determine the ECI and ICI values for the
applicable months (including those noted as preliminary by the Bureau of
Labor Statistics) to calculate the Airframe Price Adjustment for the
aircraft invoice at the time of delivery. The values will be considered
final and no Aircraft Price Adjustments will be made after Aircraft
delivery for any subsequent changes in published Index values, subject
always to paragraph 2.4 above.
ii. The maximum number of digits to the right of the decimal after
rounding utilized in any part of the Airframe Price Adjustment equation
will be 4, where rounding of the fourth digit will be increased to the
next highest digit when the 5th digit is equal to 5 or greater.
D-98
Page 3
<PAGE> 118
Attachment B to Letter Agreement
No. 6-1162-APS-507
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
ARTICLES NUMBER
-------- ------
<S> <C>
1. Subject Matter of Sale 1
2. Price, Taxes and Payment 1
3. Regulatory Requirements and Certificates 3
4. Detail Specification; Changes 4
5. Representatives, Inspection, Flight Tests, Test Data
and Performance Guarantee Compliance 4
6. Delivery 6
7. Excusable Delay 7
8. Risk Allocation/Insurance 10
9. Assignment, Resale or Lease 13
10. Termination for Certain Events 15
11. Notices 16
12. Miscellaneous 17
EXHIBITS
A Buyer Furnished Equipment Provisions Document
B Customer Support Document
C Product Assurance Document
D Escalation Adjustment
D-98 Escalation Adjustment (1998 Pricing for P.A. 2241)
APPENDICES
I Post-Delivery Sale Notice
II Post-Delivery Lease Notice
III Owner Appointment of Agent - Warranties
IV Contractor Confidentiality Agreement
</TABLE>
i
<PAGE> 119
Attachment B to Letter Agreement
No. 6-1162-APS-507
LETTER AGREEMENTS
<TABLE>
<S> <C>
6-1162-SSM-394 Waiver of Demonstration Flights
6-1162-SSM-395 Promotional Support
6-1162-SSM-397 Seller Purchased Equipment
6-1162-SSM-399 Assignment of Rights, Indemnity and Insurance Matters
6-1162-SSM-402 Lessee Matters
6-1162-SSM-403 Miscellaneous Matters
6-1162-SSM-405 1997-1998 Escalation Sharing
6-1162-SSM-406 1999-2004 Escalation Sharing
6-1162-SSM-436 Customer Support Matters
6-1162-SSM-437 Additional AGTA Terms and Conditions
6-1162-APS-507 Escalation Exhibit D-98
</TABLE>
ii
<PAGE> 120
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-508
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: *
Reference: Purchase Agreement Nos. 1830, 1916, 2077, 2078, 2079, 2080,
2081 and 2241 (the Purchase Agreements) between The Boeing
Company (Boeing) and International Lease Finance Corporation
(Customer) relating to Model 737, 747, 757, 767 and 777
Aircraft (the Aircraft)
This Letter Agreement amends the Purchase Agreements between The Boeing Company
(Boeing) and International Lease Finance Corporation (Customer) relating to
Model 737, 747, 757, 767 and 777 aircraft (the Aircraft).
All terms used and not defined in this Letter Agreement, shall have the same
meaning as in the Purchase Agreements.
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> 121
International Lease Finance Corporation
6-1162-APS-508 Page 2
3. *
3.1 *
3.1.1 *
3.2 *
3.2.1 *
3.2.2 *
3.2.3 *
- --------------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 122
International Lease Finance Corporation
6-1162-APS-508 Page 3
4. *
4.1 *
4.2 *
5. *
5.1 *
5.2 *
- -------------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 123
International Lease Finance Corporation
6-1162-APS-508 Page 4
5.3 *
6. *
7. *
8. 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.
- -------------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 124
International Lease Finance Corporation
6-1162-APS-508 Page 5
Very truly yours,
THE BOEING COMPANY
By /s/ A.P. Schneider
-------------------------
Its Attorney-In-Fact
-------------------------
ACCEPTED AND AGREED TO this 30th
day of July, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Marty Olsen
-------------------------
Its Asst. Vice President
-------------------------
<PAGE> 125
TABLE 1
TO LETTER AGREEMENT NO. 6-1162-APS-508
*
MAINTENANCE TRAINING
*
- -------------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 126
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-509
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Customer Services Matters
Reference: Purchase Agreement Nos. 1830, 1916, 2077, 2078, 2079, 2080,
2081 and 2241 (the Purchase Agreements) between The Boeing
Company (Boeing) and International Lease Finance Corporation
(Customer) relating to Model 737, 747, 757, 767 and 777
Aircraft (the Aircraft)
This Letter Agreement amends the Purchase Agreements between The Boeing Company
(Boeing) and International Lease Finance Corporation (Customer) relating to
Model 737, 747, 757, 767 and 777 aircraft (the Aircraft).
All terms used and not defined in this Letter Agreement, shall have the same
meaning as in the Purchase Agreements.
1. DOCUMENTATION IN DIGITAL FORMAT.
Boeing agrees to provide Buyer and Buyer's lessee reasonable quantities
of those manuals which Boeing produces in digital format for the Aircraft at no
charge to Buyer, contingent on Buyer requesting such format in a timely manner.
2. SERVICE BULLETIN KIT SHIPMENT STATUS.
Boeing agrees to provide Buyer notification *
3. 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,
- -----------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 127
International Lease Finance Corporation
6-1162-APS-509 Page 2
disclose this Letter Agreement or any information contained herein to
any other person or entity.
Very truly yours,
THE BOEING COMPANY
By /s/ A/P. Schneider
---------------------------
Its Attorney-In-Fact
---------------------------
ACCEPTED AND AGREED TO this 30th
day of July, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Marty Olsen
---------------------------
Its Asst. Vice President
---------------------------
<PAGE> 128
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-510
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Miscellaneous Other Matters
Reference: Purchase Agreement No. 2241 (the Purchase Agreement) between
The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer)
relating to Model 737-700/-800/-900 aircraft (the Aircraft)
This Letter Agreement amends the Purchase Agreement between Boeing and Buyer
relating to the Aircraft.
All terms used and not defined herein, shall have the same meaning as in the
Purchase Agreement.
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. Topics under discussion include, but are not limited:
i. the delivery notification process;
ii. change of address forms and specific manual allocation for
subsequent lessees;
iii. lessee notification of insurance certificate requirements;
iv. certification support;
v. communications improvements;
vi. timely provision of draft delivery commitment documentation; and
vii. improvement to delivery center processes.
<PAGE> 129
International Lease Finance Corporation
6-1162-APS-510 Page 2
Very truly yours,
THE BOEING COMPANY
By /s/ A.P. Schneider
---------------------------------
Its Attorney-In-Fact
---------------------------------
ACCEPTED AND AGREED TO this 30th
day of July, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Marty Olsen
---------------------------------
Its Asst. Vice President
---------------------------------
<PAGE> 130
[LETTERHEAD OF THE BOEING COMPANY]
6-1162-APS-511
International Lease Finance Corporation
1999 Avenue of the Stars, 39th Floor
Los Angeles, CA 90067
Subject: Model 737-900 Configuration Matters
Reference: Purchase Agreement No. 2241 (the Purchase Agreement) between
The Boeing Company (Boeing) and
International Lease Finance Corporation (Buyer)
relating to Model 737-700/-800/-900 aircraft (the Aircraft)
This Letter Agreement amends the Purchase Agreement between Boeing
and Buyer relating to the Aircraft.
All terms used and not defined herein, shall have the same meaning as
in the Purchase Agreement.
1. CONFIGURATION SELECTION.
Boeing and Buyer agree that Buyer may elect to establish the
configuration definition of each Model 737-900 Substitute Aircraft created in
accordance with paragraph 2 of Letter Agreement No. 6-1162-APS-504 as a new
configuration or as a follow-on to a previously delivered aircraft
configuration.
It is understood and agreed that the configuration of the Model
737-900 Aircraft described in Exhibit A-900 to the Purchase Agreement is not
complete and that Buyer shall have the option to select for incorporation on
Model 737-900 Substitute Aircraft additional changes set forth in Boeing
Configuration Specification D019A001 for Model 737-900 aircraft. Such additional
changes may be selected by Buyer subject to the terms and conditions set forth
below.
Boeing and Buyer agree to establish the configurations for the Model
737-900 Substitute Aircraft no later than the applicable substitution lead-time
(set forth in subparagraph 2.1 of Letter Agreement No. 6-1162-APS-504) prior to
the scheduled delivery of the Aircraft. The Boeing Configuration Specification
will be used to establish such configuration.
2. *
2.1 INTERIOR ALLOWABLES. Boeing agrees that when Buyer establishes
the configuration definition of Model 737-900 Substitute Aircraft, the Model
737-900 interior allowables *
- -----------------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 131
International Lease Finance Corporation
6-1162-APS-511 Page 2
set forth in the table in Attachment to this Letter Agreement will apply to
Buyer's addition and deletion of the interior features listed in such table.
2.2 * Boeing also agrees that when Buyer establishes the
configuration definition of Model 737-900 Substitute Aircraft, the Change
Requests, Record Options, Master Changes and/or other change vehicles used to
create such configuration *
3. PURCHASE AGREEMENT REVISION.
When Buyer selects changes for incorporation in the Model 737-900
Substitute Aircraft, the parties agree to enter into a Supplemental Agreement
amending the Purchase Agreement to reflect Buyer's selection of such changes.
Such supplemental agreement shall:
(a) Revise the Detail Specification to incorporate the changes.
(b) Revise the amounts of the Optional Features Price, Aircraft
Basic Price and Advance Payment Base Prices of the
Aircraft, set forth in Table 1 of the Purchase Agreement,
to reflect the price effects of the changes.
(c) Revise the Advance Payment Base Price of the Aircraft set
forth in Table 1 of the Purchase Agreement to reflect the
price of the changes.
(d) Provide for an advance payment adjustment, reflecting the
difference between the amount paid prior to signing of
such Supplemental Agreement and the amount which would
have been paid had the Advance Payment Base Price
established in (c) above been incorporated in the Purchase
Agreement at time of signing. Such additional advance
payment is to be paid to Boeing by Buyer within * of
signing such Supplemental Agreement.
(e) Revise Exhibit A to the Purchase Agreement to incorporate
such changes.
(f) Revise Letter Agreements as required to reflect changes in
the Aircraft configuration due to such changes.
- -----------------------
* Pursuant to 17 CFR 240.24b-2, confidential information has been omitted and
has been filed separately with the Securities and Exchange Commission.
<PAGE> 132
International Lease Finance Corporation
6-1162-APS-511 Page 3
Very truly yours,
THE BOEING COMPANY
By /s/ A.P. Schneider
------------------------
Its Attorney-In-Fact
------------------------
ACCEPTED AND AGREED TO this 30 day of July, 1999
INTERNATIONAL LEASE FINANCE CORPORATION
By /s/ Marty Olsen
------------------------
Its Asst. Vice President
------------------------
<PAGE> 133
* 9/1/98
SUBJECT: *
* 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
EXHIBIT 12.1
INTERNATIONAL LEASE FINANCE CORPORATION AND SUBSIDIARIES
COMPUTATION OF RATIOS OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK DIVIDENDS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 1999 AND 1998
(DOLLARS IN THOUSANDS)
<TABLE>
<CAPTION>
1999 1998
---------- ----------
(Unaudited)
<S> <C> <C>
Earnings:
Net Income $ 337,748 262,803
Add:
Provision for income taxes 185,413 142,750
Fixed charges 602,407 588,170
Less:
Capitalized interest 34,051 41,193
---------- ----------
Earnings as adjusted (A) $1,091,517 $ 952,530
---------- ==========
Preferred dividend requirements $ 13,074 $ 12,656
Ratio of income before provision
for income taxes to net income 155% 154%
---------- ----------
Preferred dividend factor on pretax
basis 20,265 19,490
---------- ----------
Fixed Charges:
Interest expense 512,964 477,318
Capitalized interest 34,051 41,193
Interest factor of rents 55,392 69,659
---------- ----------
Fixed charges as adjusted (B) 602,407 588,170
---------- ----------
Fixed charges and preferred stock
dividends (C) $ 622,672 $ 607,660
---------- ==========
Ratio of earnings to fixed charges
(A) divided by (B) 1.81x 1.62x
---------- ==========
Ratio of earnings to fixed charges
and preferred stock dividends
(A) divided by (C) 1.75x 1.57x
---------- ==========
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-START> JAN-01-1999
<PERIOD-END> SEP-30-1999
<CASH> 112,788
<SECURITIES> 0
<RECEIVABLES> 243,685
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
<PP&E> 18,173,703
<DEPRECIATION> 2,088,522
<TOTAL-ASSETS> 17,427,009
<CURRENT-LIABILITIES> 0
<BONDS> 11,083,734
0
400,000
<COMMON> 3,582
<OTHER-SE> 2,704,967
<TOTAL-LIABILITY-AND-EQUITY> 17,427,009
<SALES> 1,556,851
<TOTAL-REVENUES> 1,717,129
<CGS> 0
<TOTAL-COSTS> 681,004
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 512,964
<INCOME-PRETAX> 523,161
<INCOME-TAX> 185,413
<INCOME-CONTINUING> 337,748
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 337,748
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
