IAE Building 400 Main Street East Hartford, CT 06108 USA JetBlue Airways Corporation Darien, Connecticut 06820 Attention: Vice President and Treasurer
Exhibit 10.3
|
|
|
|
IAE Building |
|
|
|
|
|
11 June 2004 |
|
|
|
|
|
JetBlue Airways Corporation |
|
|
00 Xxx Xxxxx Xxxxxxx Xxxxx, Xxxxx 00 |
|
|
Darien, Connecticut 06820 |
|
|
Attention: Vice President and Treasurer |
|
|
|
|
|
Subject: |
Side letter No. 17 to the V2500 General Terms of Sale Agreement between JetBlue Airways Corporation and IAE International Aero Engines AG dated May 4, 1999 |
Dear Xxx:
IAE is pleased to submit to JetBlue this Side Letter No. 17 to the Agreement (as defined below) in support of JetBlue’s firm purchase from Airbus of thirty (30) incremental A320 Aircraft powered by V2527-A5 Propulsion Systems (the “2004 Firm Incremental Aircraft”), and its option to purchase thirty (30) A320 Aircraft powered by V2527-A5 Propulsion Systems (the “2004 Option Aircraft”, the 2004 Incremental Aircraft and the 2004 Option Aircraft are referred to collectively herein as the “2004 Incremental Aircraft”), all for delivery in accordance with the delivery schedule set forth in Exhibit A-1 hereto.
The 2004 Incremental Aircraft shall constitute ‘Aircraft’ for all purposes under the Agreement, except as otherwise noted herein. All other Firm Aircraft (not including the 2004 Incremental Aircraft or Aircraft firmed up prior to Side Letter No. 13) that have not been delivered to JetBlue as of the date of this Side Letter shall be referred to herein as the “Existing Firm Aircraft”, and those firmed up under Side Letter No. 13 only shall be referred to as the ‘Incremental Firm Aircraft’ hereunder. Capitalized terms used herein which are not otherwise defined shall have the same meaning as those given to them in the V2500 General Terms of Sale Agreement between JetBlue Airways Corporation (“JetBlue”) and IAE International Aero Engines AG (“IAE”) dated May 4, 1999 (the “Agreement”).
1. Fleet Introductory Assistance Credit for 2004 Incremental Aircraft
1.1 To assist JetBlue with the introduction of the 2004 Incremental Aircraft IAE will issue the following credits to JetBlue’s account with IAE:
IAE PROPRIETARY INFORMATION
1
|
|
|
A319-100 |
|
A320-200 |
|
A321-200 |
|
2004 |
|
*** |
|
*** |
|
*** |
The credits in the above table with respect to the 2004 Incremental Firm Aircraft shall escalate from a base month of January 2003 in accordance with the Escalation Formula set forth in Exhibit B hereto.
1.1.1 Each such credit above may be used by JetBlue towards the purchase of V2500 Spare Parts, tooling and services from IAE, but unless JetBlue provides written notice to IAE at least ninety (90) days prior to delivery of each applicable Incremental Aircraft, the total amount of such credit available for such Incremental Aircraft shall be assigned to the Aircraft Manufacturer to be applied toward the payment for the Propulsion Systems for such Incremental Aircraft.
1.1.2 In the event any credit, or portion thereof, under this Clause 1 is assigned to the Aircraft Manufacturer, JetBlue acknowledges that the credit shall not vest in the Aircraft Manufacturer until delivery to and acceptance by JetBlue of the respective Incremental Aircraft or existing Firm Aircraft yet to be delivered.
2. With respect to Propulsion Systems for installation on 2004 Incremental Aircraft (“Installed Propulsion Systems”), which are delivered by IAE under this Side Letter, the escalation per annum for the period of 1 January 2004 through delivery, applicable to the net Propulsion System and Spare Engine prices shall be the escalation per annum amount as determined by the application of the Escalation Formula, as set forth as Exhibit B to this Side Letter No. 17 and, where applicable, the ***.
4. Notwithstanding any other provision of this Side Letter No. 17, the escalation per annum for the period from 1 January 2004 through delivery for all of the credits set forth in Clauses 1 and 4 of this Side Letter No. 17 and the applicable Spare Engine credit provided by IAE shall be the escalation per annum amount as determined by the application of the Escalation Formula set forth in Exhibit B, where applicable, the ***.
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
2
5. JetBlue hereby places a firm and unconditional order with IAE for the purchase of a minimum of five (5) new firm V2527-A5 spare Engines (the “2004 Firm Spare Engines”) and eight (8) new option V2527-A5 spare Engines (the “2004 Option Spare Engines”) and agrees to otherwise purchase, operate and maintain a minimum ratio of new spare engines to new installed V2500-A5 engines on the 2004 Incremental Aircraft of no less than *** with respect to each Engine thrust level per Aircraft model (or such ratio is maintained with respect to all engines at the applicable or higher thrust level for A319-100, A320-200 or A321-200 aircraft), all for delivery according to the schedule set forth in Exhibit A to this side letter. IAE and JetBlue agree that the 2004 Firm and Option Spare Engines shall be escalated from January 2003 in accordance with Escalation Formula set forth in Exhibit B hereto.
6. Exhibits A-1 (Aircraft Delivery Schedule) and A-2 (Spare Engine Delivery Schedule) to the Agreement are removed in their entirety and replaced by the new Exhibit A attached hereto.
7. IAE also confirms that on delivery of every *** Aircraft, now including the 2004 Incremental Aircraft, starting with the *** delivered aircraft, JetBlue shall be entitled to receive the U.S.$ *** spare parts credits provided in Side Letter No. 6 to the Agreement with respect to all of the firm and option aircraft delivered to JetBlue, including the 2004 Incremental Aircraft, which as noted above, constitute ‘Aircraft’ for all other purposes, including this credit, under the Agreement. In addition, independent of the foregoing credit, IAE shall issue on the delivery of every *** 2004 Incremental Aircraft, a U.S.$ *** spare parts credit. Such credits shall escalate from the base month of January 2003 in accordance with Escalation Formula set forth in Exhibit B hereto.
8. IAE confirms that all of the 2004 Incremental Aircraft when purchased and delivered to JetBlue, shall be covered under the guarantees, including the Maintenance Cost Guarantee provided to JetBlue with respect to all of its other Aircraft, both delivered and firmly ordered.
9. Flexibility and Conversion Rights
9.1 ***
9.2 JetBlue may chose to convert for up to *** prior to delivery, *** of the 2004 Incremental Aircraft from A320 aircraft to either A319 or A321 aircraft powered by V2500-A5 Propulsion Systems at the concession levels described in Section 1.1, and subject to pricing to be determined and
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
3
the prior agreement of Airbus and IAE on its production, conversion to a V2500 powered speculative Airbus A320 aircraft.
9.3 ***
10. *** Negotiations
IAE and JetBlue agree to negotiate exclusively in good faith over the next six (6) months from the date hereof in an effort to reach agreement on a ***. Such *** negotiations would be in accordance with the IAE’s *** to JetBlue under Side Letter No. 6.
Except as expressly amended by this Side Letter No. 17 all provisions of the Agreement remain in full force and effect.
|
Very truly yours, |
Xxxxxx to and Accepted on behalf of: |
||||
|
IAE International Aero Engines AG |
JetBlue Airways Corporation |
||||
|
|
|
||||
|
/s/ M. A. KING |
|
/s/ XXXXXX X. XXXXXXXX |
|
||
|
Name |
Name |
||||
|
M. A. Xxxx |
|
Xxxxxx X. Xxxxxxxx |
|
||
|
Title |
Title |
||||
|
President and CEO |
|
Senior Vice President |
|
||
|
Date |
Date |
||||
|
June 11, 2004 |
|
June 14, 2004 |
|
||
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
4
EXHIBIT A
AIRCRAFT DELIVERY SCHEDULES
As of June 2004
Glossary Note:
• Delivered Aircraft are indicated by Italics typeface
• Existing Firm Aircraft are indicated by normal typeface
• Incremental Firm Aircraft are indicated by an asterisk*
• 2004 Incremental Aircraft, including all 2004 Incremental Aircraft and all Option Aircraft are indicated by bold typeface
|
Rank No. |
|
Aircraft |
|
Delivery |
|
No. 1 |
|
Firm Aircraft |
|
*** 2000 |
|
No. 2 |
|
Firm Aircraft |
|
***2000 |
|
No. 3 |
|
Firm Aircraft |
|
***2000 |
|
No. 4 |
|
Firm Aircraft |
|
*** 2000 |
|
No. 5 |
|
Firm Aircraft |
|
*** 2000 |
|
No. 6 |
|
Firm Aircraft |
|
*** 2000 |
|
No. 7 |
|
Firm Aircraft |
|
*** 2001 |
|
No. 8 |
|
Firm Aircraft |
|
*** 2001 |
|
No. 9 |
|
Firm Aircraft |
|
*** 2001 |
|
No. 10 |
|
Firm Aircraft |
|
*** 2001 |
|
No. 11 |
|
Firm Aircraft |
|
*** 2001 |
|
No. 12 |
|
Firm Aircraft |
|
*** 2001 |
|
No. 13 |
|
Firm Aircraft |
|
*** 2001 |
|
No. 14 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 15 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 17 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 17 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 18 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 19 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 20 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 21 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 22 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 23 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 24 |
|
Firm Aircraft |
|
*** 2002 |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
5
|
No. 25 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 26 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 27 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 28 |
|
Firm Aircraft |
|
*** 2002 |
|
No. 29 |
|
Firm Aircraft |
|
*** 2002 |
|
|
|
|
|
|
|
No. 30 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 31 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 32 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 33 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 34 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 35 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 36 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 37 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 38 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 39 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 40 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 41 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 42 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 43 |
|
Firm Aircraft |
|
*** 2003 |
|
No. 44 |
|
Firm Aircraft |
|
*** 2003 |
|
|
|
|
|
|
|
No. 45 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 46 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 47 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 48 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 49 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 50 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 51 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 52 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 53 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 54 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 55 |
|
Firm Aircraft |
|
*** 2004* |
|
No. 56 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 57 |
|
Firm Aircraft |
|
*** 2004 |
|
No. 58 |
|
Firm Aircraft |
|
*** 2004* |
|
|
|
|
|
|
|
No. 59 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 60 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 61 |
|
Firm Aircraft |
|
*** 2005* |
|
No. 62 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 63 |
|
Firm Aircraft |
|
*** 2005 |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
6
|
No. 64 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 65 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 66 |
|
Firm Aircraft |
|
*** 2005* |
|
No. 67 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 68 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 69 |
|
Firm Aircraft |
|
*** 2005* |
|
No. 70 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 71 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 72 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 73 |
|
Firm Aircraft |
|
*** 2005 |
|
No. 74 |
|
Firm Aircraft |
|
*** 2005* |
|
|
|
|
|
|
|
No. 75 |
|
Firm Aircraft |
|
*** 2006* |
|
No. 76 |
|
Firm Aircraft |
|
*** 2006 |
|
No. 77 |
|
Firm Aircraft |
|
*** 2006 |
|
No. 78 |
|
Firm Aircraft |
|
*** 2006* |
|
No. 79 |
|
Firm Aircraft |
|
*** 2006* |
|
No. 80 |
|
Firm Aircraft |
|
*** 2006 |
|
No. 81 |
|
Firm Aircraft |
|
*** 2006* |
|
No. 82 |
|
Firm Aircraft |
|
*** 2006 |
|
No. 83 |
|
Firm Aircraft |
|
*** 2006* |
|
No. 84 |
|
Firm Aircraft |
|
*** 2006* |
|
No. 85 |
|
Firm Aircraft |
|
*** 2006 |
|
No. 86 |
|
Firm Aircraft |
|
*** 2006* |
|
No. 87 |
|
Firm Aircraft |
|
*** 2006* |
|
No. 88 |
|
Firm Aircraft |
|
*** 2006 |
|
No. 89 |
|
Firm Aircraft |
|
*** 2006* |
|
No. 90 |
|
Firm Aircraft |
|
*** 2006* |
|
No. 91 |
|
Firm Aircraft |
|
*** 2006 |
|
|
|
|
|
|
|
No. 92 |
|
Firm Aircraft |
|
*** 2007 |
|
No. 93 |
|
Firm Aircraft |
|
*** 2007 |
|
No. 94 |
|
Firm Aircraft |
|
*** 2007 |
|
No. 95 |
|
Firm Aircraft |
|
*** 2007 |
|
No. 96 |
|
Firm Aircraft |
|
*** 2007 |
|
No. 97 |
|
Firm Aircraft |
|
*** 2007 |
|
No. 98 |
|
Firm Aircraft |
|
*** 2007* |
|
No. 99 |
|
Firm Aircraft |
|
*** 2007* |
|
No. 100 |
|
Firm Aircraft |
|
*** 2007* |
|
No. 101 |
|
Firm Aircraft |
|
*** 2007 |
|
No. 102 |
|
Firm Aircraft |
|
*** 2007* |
|
No. 103 |
|
Firm Aircraft |
|
*** 2007* |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
7
|
No. 104 |
|
Firm Aircraft |
|
*** 2007* |
|
No. 105 |
|
Firm Aircraft |
|
*** 2007* |
|
No. 106 |
|
Firm Aircraft |
|
*** 2007* |
|
No. 107 |
|
Firm Aircraft |
|
*** 2007* |
|
No. 108 |
|
Firm Aircraft |
|
*** 2007* |
|
|
|
|
|
|
|
No. 109 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 110 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 111 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 112 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 113 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 114 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 115 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 117 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 117 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 118 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 119 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 120 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 121 |
|
Firm Aircraft |
|
Year 2008* |
|
No. 122 |
|
Firm Aircraft |
|
Year 2008 |
|
No. 123 |
|
Firm Aircraft |
|
Year 2008 |
|
No. 124 |
|
Firm Aircraft |
|
Year 2008 |
|
No. 125 |
|
Firm Aircraft |
|
Year 2008 |
|
|
|
|
|
|
|
No. 126 |
|
Firm Aircraft |
|
Year 2009* |
|
No. 127 |
|
Firm Aircraft |
|
Year 2009* |
|
No. 128 |
|
Firm Aircraft |
|
Year 2009* |
|
No. 129 |
|
Firm Aircraft |
|
Year 2009* |
|
No. 130 |
|
Firm Aircraft |
|
Year 2009* |
|
No. 131 |
|
Firm Aircraft |
|
Year 2009* |
|
No. 132 |
|
Firm Aircraft |
|
Year 2009* |
|
No. 133 |
|
Firm Aircraft |
|
Year 2009* |
|
No. 134 |
|
Firm Aircraft |
|
Year 2009* |
|
No. 135 |
|
Firm Aircraft |
|
Year 2009* |
|
No. 136 |
|
Firm Aircraft |
|
Year 2009 |
|
No. 137 |
|
Firm Aircraft |
|
Year 2009 |
|
No. 138 |
|
Firm Aircraft |
|
Year 2009 |
|
No. 139 |
|
Firm Aircraft |
|
Year 2009 |
|
No. 140 |
|
Firm Aircraft |
|
Year 2009 |
|
No. 141 |
|
Firm Aircraft |
|
Year 2009 |
|
No. 142 |
|
Firm Aircraft |
|
Year 2009 |
|
No. 143 |
|
Firm Aircraft |
|
Year 2009 |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
8
|
No. 144 |
|
Firm Aircraft |
|
Year 2010* |
|
No. 145 |
|
Firm Aircraft |
|
Year 2010* |
|
No. 146 |
|
Firm Aircraft |
|
Year 2010* |
|
No. 147 |
|
Firm Aircraft |
|
Year 2010* |
|
No. 148 |
|
Firm Aircraft |
|
Year 2010* |
|
No. 149 |
|
Firm Aircraft |
|
Year 2010* |
|
No. 150 |
|
Firm Aircraft |
|
Year 2010* |
|
No. 151 |
|
Firm Aircraft |
|
Year 2010* |
|
No. 152 |
|
Firm Aircraft |
|
Year 2010* |
|
No. 153 |
|
Firm Aircraft |
|
Year 2010* |
|
No. 154 |
|
Firm Aircraft |
|
Year 2010 |
|
No. 155 |
|
Firm Aircraft |
|
Year 2010 |
|
No. 156 |
|
Firm Aircraft |
|
Year 2010 |
|
No. 157 |
|
Firm Aircraft |
|
Year 2010 |
|
No. 158 |
|
Firm Aircraft |
|
Year 2010 |
|
No. 159 |
|
Firm Aircraft |
|
Year 2010 |
|
No. 170 |
|
Firm Aircraft |
|
Year 2010 |
|
No. 171 |
|
Firm Aircraft |
|
Year 2010 |
|
|
|
|
|
|
|
No. 172 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 173 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 174 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 175 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 176 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 177 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 178 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 179 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 170 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 171 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 172 |
|
Firm Aircraft |
|
Year 2011 |
|
No. 173 |
|
Firm Aircraft |
|
Year 2011 |
2004 Option Aircraft
|
No. 174 |
|
Option Aircraft |
|
Year 2008 |
|
No. 175 |
|
Option Aircraft |
|
Year 2008 |
|
|
|
|
|
|
|
No. 176 |
|
Option Aircraft |
|
Year 2009 |
|
No. 177 |
|
Option Aircraft |
|
Year 2009 |
|
|
|
|
|
|
|
No. 178 |
|
Option Aircraft |
|
Year 2010 |
|
No. 179 |
|
Option Aircraft |
|
Year 2010 |
|
|
|
|
|
|
|
No. 180 |
|
Option Aircraft |
|
Year 2011 |
|
No. 181 |
|
Option Aircraft |
|
Year 2011 |
9
|
No. 182 |
|
Option Aircraft |
|
Year 2011 |
|
No. 183 |
|
Option Aircraft |
|
Year 2011 |
|
No. 184 |
|
Option Aircraft |
|
Year 2011 |
|
No. 185 |
|
Option Aircraft |
|
Year 2011 |
|
No. 186 |
|
Option Aircraft |
|
Year 2011 |
|
No. 187 |
|
Option Aircraft |
|
Year 2011 |
|
No. 188 |
|
Option Aircraft |
|
Year 2011 |
Option Aircraft to
be delivered after December 31, 2011 are subject to IAE and Airbus
SAS concurrence on extension of the current purchase agreement between the
parties.
|
No. 189 |
|
Option Aircraft |
|
Year 2012 |
|
No. 190 |
|
Option Aircraft |
|
Year 2012 |
|
No. 191 |
|
Option Aircraft |
|
Year 2012 |
|
No. 192 |
|
Option Aircraft |
|
Year 2012 |
|
No. 193 |
|
Option Aircraft |
|
Year 2012 |
|
No. 194 |
|
Option Aircraft |
|
Year 2012 |
|
No. 195 |
|
Option Aircraft |
|
Year 2012 |
|
No. 196 |
|
Option Aircraft |
|
Year 2012 |
|
No. 197 |
|
Option Aircraft |
|
Year 2012 |
|
No. 198 |
|
Option Aircraft |
|
Year 2012 |
|
No. 199 |
|
Option Aircraft |
|
Year 2012 |
|
No. 200 |
|
Option Aircraft |
|
Year 2012 |
|
No. 201 |
|
Option Aircraft |
|
Year 2012 |
|
No. 202 |
|
Option Aircraft |
|
Year 2012 |
|
No. 203 |
|
Option Aircraft |
|
Year 2012 |
|
No. 204 |
|
Option Aircraft |
|
Year 2012 |
|
No. 205 |
|
Option Aircraft |
|
Year 2012 |
|
No. 206 |
|
Option Aircraft |
|
Year 2012 |
|
No. 207 |
|
Option Aircraft |
|
Year 2012 |
|
No. 208 |
|
Option Aircraft |
|
Year 2012 |
|
|
|
|
|
|
|
No. 209 |
|
Option Aircraft |
|
Year 2013 |
|
No. 210 |
|
Option Aircraft |
|
Year 2013 |
|
No. 211 |
|
Option Aircraft |
|
Year 2013 |
|
No. 212 |
|
Option Aircraft |
|
Year 2013 |
|
No. 213 |
|
Option Aircraft |
|
Year 2013 |
|
No. 214 |
|
Option Aircraft |
|
Year 2013 |
|
No. 215 |
|
Option Aircraft |
|
Year 2013 |
|
No. 217 |
|
Option Aircraft |
|
Year 2013 |
|
No. 217 |
|
Option Aircraft |
|
Year 2013 |
|
No. 218 |
|
Option Aircraft |
|
Year 2013 |
|
No. 219 |
|
Option Aircraft |
|
Year 2013 |
|
No. 220 |
|
Option Aircraft |
|
Year 2013 |
|
No. 221 |
|
Option Aircraft |
|
Year 2013 |
|
No. 222 |
|
Option Aircraft |
|
Year 2013 |
10
|
No. 223 |
|
Option Aircraft |
|
Year 2013 |
Leased Aircraft
Year |
|
Number |
|
Delivery Dates |
|
1999 |
|
1 |
|
(1) *** |
|
2000 |
|
3 |
|
(1) ***, (1) ***, (1) *** |
|
2001 |
|
4 |
|
(1) ***, (2) ***, (1) *** |
|
2003 |
|
1 |
|
(1) *** |
|
2004 |
|
1 |
|
(1) *** |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
11
EXHIBIT A-2
PURCHASED ITEMS, PRICE,
ESCALATION FORMULA AND DELIVERY
As of June 2004
|
Rank |
|
Purchased Item |
|
Basic Contract |
|
Qty. |
|
Delivery Date |
|
|
1 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/99* |
|
2 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***00* |
|
3 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/01* |
|
4 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/02* |
|
5 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/02* |
|
6 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/03* |
|
7 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/04* |
|
8 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/05 |
|
9 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/06 |
|
10 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/06 |
|
11 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/06 |
|
12 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/07 |
|
13 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/07 |
|
14 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/07 |
|
15 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/08 |
|
16 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/08 |
|
17 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/08 |
|
18 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/08 |
|
19 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/09 |
|
20 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/09 |
|
21 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/09 |
|
22 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/10 |
|
23 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/10 |
|
24 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/10 |
|
25 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/11 |
|
26 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/11 |
|
27 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/12 |
|
28 |
|
V2527-A5 spare Engine: |
|
$ |
*** |
|
1 |
|
***/12 |
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
|
|
|
28 |
|
|
|
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
12
|
Option Spare Engines |
|
|
|
|
V2524-A5 Spare Engine: |
|
$ |
*** |
|
V2527-A5 Spare Engine: |
|
$ |
*** |
|
V2533-A5 Spare Engine: |
|
$ |
*** |
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
13
EXHIBIT B
ESCALATION FORMULA
1. Any unit base price or other sum expressed to be subject to escalation from a base month to a month of delivery or other date of determination in accordance with the IAE Escalation Formula will be subject to escalation in accordance with the following formula:
|
Pi |
|
= |
|
(Pb+F) x CPI where: |
|
|
|
|
|
|
|
Pi |
|
= |
|
the invoiced purchase price or escalated sum rounded to the nearest U.S. Dollar. |
|
|
|
|
|
|
|
Pb |
|
= |
|
unit base price or other sum. |
|
|
|
|
|
|
|
F |
|
= |
|
*** (N)(Pb) |
|
|
|
|
|
|
|
N |
|
= |
|
the calendar year of scheduled delivery or other date of determination minus 2003 |
|
|
|
|
|
|
|
CPI |
|
= |
|
*** (L) + *** (M) |
|
|
|
|
|
|
|
L |
|
= |
|
Labor Ratio defined below |
|
|
|
|
|
|
|
M |
|
= |
|
Material Ratio defined below |
IAE’s Composite Price Index (“CPI”) is the sum of *** percent of the Labor ratio and *** percent of the Material Ratio, with the sum rounded to the nearest ten thousandth.
The quarterly value published for the Employment Cost Index will be deemed to apply to each month of the quarter.
The Labor Ratio is the “Employment Cost Index (ECI) Wages and Salaries for Aircraft Manufacturing, SIC Code 3721” as published at the time of scheduled engine delivery by the Bureau of Labor Statistics, U.S. Department of Labor for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the month of scheduled delivery for each engine/equipment; divided by the value of SIC Code 3721 for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the base month.
[***] Represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended.
14
The Material Ratio is the “Producer Price Indexes, Industrial Commodities” as published at the time of scheduled engine delivery by the Bureau of Labor Statistics, U.S. Department of Labor, for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the month of scheduled delivery for each engine/equipment; divided by the value for Industrial Commodities for the arithmetic average of the fifth, sixth and seventh months (rounded to the nearest tenth) preceding the base month
For a given month, the escalation shall be computed by using the applicable Index value, which the Bureau has published as the time of delivery or other date of determination.
2. If the U.S. Department of Labor changes the base year for determination of the Index values as defined above, such re-based values will be incorporated in the escalation calculation.
3. If the U.S. Department of Labor revises the methodology used for the determination of the values to be used to determine the CPI or, for any reason, has not released values needed to determine the CPI, IAE, in its sole discretion, shall select a substitute for such values from data published by the Bureau of Labor Statistics or otherwise make revisions to the escalation formula such that the escalation will as closely as possible approximate the result that would have been attained by continuing the use of the original escalation formula and values as they may have fluctuated during the applicable time period.
4. The invoiced purchase price, which in no event shall be less than the unit base price, shall be the final price. If the calculated sum of L + M is less than 1.0000, then the value of the sum is adjusted to 1.0000.
15
