0-0000-XXX-000
Xxxxxx Airlines Corporation
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Subject: ******* ******* ******** *** *********** ** ******* ********
Reference: (a) Boeing Letter No. 6-1162-CPJ-375, November 1, 1999 Advance
Payment Deferral
(b) Letter Agreement No. 6-1162-CPJ-316 to Purchase Agreement
No. 2235
(c) Purchase Agreement No. 2235 (the Purchase Agreement)
between The Boeing Company (Boeing) and Midway Airlines
Corporation (Customer) relating to Model 737-7BX aircraft
(Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the
same meaning as in the Purchase Agreement.
1. ******** ******* ********
------------------------
Boeing's reference (a) correspondence deferred Customer's November 1, 1999,
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* redacted
Midway Airlines Corporation
6-1162-CPJ-385
Page 2
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4. Cross-Default and Utilization of Advance Payments.
-------------------------------------------------
Customer is required to make certain advance payments under the Purchase
Agreement, as supplemented and amended. In the event of a default by Customer
with respect to any Aircraft under the Purchase Agreement, Customer agrees that
(i) such default will be a default with respect to all Aircraft under the
Purchase Agreement; and (ii) Boeing may apply any or all of the advance payments
held by Boeing against any and all obligations of Customer under the Purchase
Agreement. Advance payments made with respect to any undelivered Aircraft need
not be applied to amounts owed on such undelivered Aircraft, but may be applied
as determined by Boeing at its sole discretion to any amounts owed by Customer
under the Purchase Agreement.
* redacted
Midway Airlines Corporation
6-1162-CPJ-385
Page 3
5. Confidential Treatment.
----------------------
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer 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. Notwithstanding the provisions of Article 9 of
AGTA-MID, this Letter Agreement is not assignable in whole or in part.
Very truly yours,
THE BOEING COMPANY
By /s/ Xxxxx X. Xxxxxx
----------------------
Its Attorney-In-Fact
------ -----------------
ACCEPTED AND AGREED TO this
Date: December 15, 0000
XXXXXX XXXXXXXX CORPORATION
By /s/ Xxxxxxxx X. Xxxxxx
---------------------------
Its Senior Vice President
-------------------------
General Counsel
---------------
2.2 Unless expressly provided for in this Agreement, the terms and
conditions of the Agreement shall apply mutatis mutandis to the
Option Aircraft, with the exception Annex A Technical Support as
specified in Article 1.2 (Field Service Representative, except as
noted in Article 2.0 of this Letter Agreement), Annex A training
courses as specified in Article 3.2.4 (flight attendant), Article
3.2.5 (flight dispatch), Article 3.3.1 (customized maintenance
course), Article 3.3.2 (engine run-up) ); the Technical Data
identified in Article 4 Attachment A (except for Aircraft specific
manuals only), and the courses specified in the following Articles
of Letter Agreement No. 005: Article 1.1.2 (flight attendant),
Article 1.3 (training materials), Article 1.4 (dispatcher training)
and Article 2.0 (start up support).
Furthermore, the following Letter Agreements are also not applicable
to the Option Aircraft and are hereby excluded:
Letter Agreement No. 002 (Shadow Option Aircraft)
*** Letter Agreement No. 006 (Spares)
Letter Agreement No. 010 (Performance)
Letter Agreement No. 011 (Configuration)
Furthermore, Letter Agreement No. 003 (Financing), Letter Agreement
No 004 (Deposit), and Letter Agreement No. 008 (Maintenance Cost)
and Letter Agreement No. 009 (Dispatch Reliability) are applicable
as set out therein.
*** XXXX will issue to Buyer the spares credit memorandum identified in
Paragraph 1.0 in Letter Agreement No. 006 in conjunction with the
delivery of the Fourteenth (14th) through Twentieth (20th) Firm
Aircraft.
3.0 In the event of the termination of the Agreement, this Letter
Agreement shall become automatically null and void.
4.0 Upon exercise of Buyer's rights to purchase in accordance with this
Letter Agreement, the parties shall amend the Agreement or enter
into an additional purchase agreement in order to give effect to the
purchase of Option Aircraft in accordance with the terms and
conditions thereof.
5.0 The provisions of this Letter Agreement are personal to Buyer and
shall not be assigned or otherwise disposed of by Buyer without the
prior written consent of XXXX.
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