1947-4
Western Pacific Airlines, Inc.
0000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxxx Xxxxxxx, XX 00000
Subject: Letter Agreement No. 1947-4 to
Purchase Agreement No. 1947 --
Spare Parts Support for Flight Training
This Letter Agreement amends Purchase Agreement No. 1947 dated as of even date
herewith (the Agreement) between The Boeing Company (Boeing) and Western Pacific
Airlines, Inc. (Buyer) relating to Model 737-300 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
For purposes of this Letter Agreement the following definitions apply:
Flight Crew Training is flight training using Boeing facilities.
Removed Parts are parts removed from an Aircraft during Flight Crew Training.
Replacement Parts are parts taken from Boeing inventory and installed in an
Aircraft because no Standby Spare Parts are available.
Standby Spare Parts are spare parts which are owned by Buyer and located at
Buyer's designated storage area at Boeing to support Flight Crew Training.
Training Aircraft are the aircraft used for Flight Crew Training.
If parts fail during Flight Crew Training, Boeing will require spare parts. In
support of this requirement, Buyer will provide to Boeing certain Standby Spare
Parts in accordance with the following terms and conditions:
1. Provision of Spare Parts.
1.1 Boeing will provide normal line maintenance for any
Aircraft used for Flight Crew Training. As part of such normal line maintenance
Boeing will, at no charge, provide expendable spare parts required for the
normal maintenance of any Training
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Aircraft. Such spare parts will include low cost Boeing proprietary items,
nonrepairable items, low cost vendor items and standards.
1.2 Buyer will provide the Standby Spare Parts listed in
the attachment to this Letter Agreement. The attachment sets forth a general
listing of the types and approximate numbers of the Standby Spare Parts
required. This list including part numbers, exact quantities and on-dock dates
will be established during the provisioning meeting described in the General
Terms Agreement (GTA) Supplement.
1.3 In order to prevent extended down time on the Training
Aircraft, if parts other than those discussed above fail, Boeing will attempt to
provide Replacement Parts for any such failed parts. If Boeing is unable to
provide Replacement Parts, Buyer will be responsible for providing replacement
parts. Delivery to Buyer of Replacement Parts will occur when the Replacement
Parts are installed on the Aircraft. All terms and conditions of the GTA,
including those related to price and payment which are not inconsistent with the
provisions of this Letter Agreement, will apply to Boeing's sale of any
Replacement Part to Buyer.
2. Disposition of Parts.
2.1 With respect to Removed Parts, Boeing may:
(i) repair such Removed Parts, at no charge to Buyer, and
either retain such Removed Parts as Standby Spare Parts or return such Removed
Parts to Buyer, at Buyer's expense;
(ii) return the Removed Parts to Buyer at Buyer's expense;
or
(iii) return the Removed Parts to the manufacturer for repair
or replacement under such manufacturer's warranty. (Upon Boeing's receipt of the
repaired Removed Parts or their replacements, Boeing may retain such Removed
Parts or their replacements as Standby Spare Parts or return such Removed Parts
or their replacements to Buyer, at Buyer's expense).
2.2 Any return to Buyer of Removed Parts, or replacements,
will be accomplished in accordance with any written instructions from Buyer
received by Boeing prior to such return.
3. Redelivery of Standby Spare Parts. Standby Spare Parts not installed in
an Aircraft during Flight Crew Training will be
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1947-4 Page 3
redelivered to Buyer on board the last Aircraft delivered to Buyer under the
Agreement or, upon mutual agreement, at an earlier time.
4. Non-performance by Buyer. If Buyer's nonperformance of obligations in this
Letter Agreement causes a delay in the Flight Crew Training, Buyer will
reimburse Boeing for all resulting expenses and be deemed to have agreed to any
such delay in Flight Crew Training. In addition Boeing will have the right to:
(i) purchase Standby Spare Parts and invoice Buyer for the
price of such Parts and for any necessary adjustment and calibration of such
Parts;
(ii) cancel or reschedule the Flight Crew Training.
5. Buyer Warranty. Buyer warrants that the Standby Spare Parts will meet
the requirements of the Detail Specification and be in a condition to pass
Boeing's receival inspection and functional test and if not in a new condition,
will have an attached FAA Serviceable Parts Tag.
6. Title and Risk of Loss. Title to and risk of loss of any Standby Spare
Parts or Removed Parts will remain with Buyer. Boeing will have only such
liability for Standby Spare Parts and Removed Parts as a bailee for mutual
benefit would have, but will
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1947-4 Page 4
not be liable for loss of use. For Replacement Parts, title will transfer to
Buyer at the time such part is installed in the Aircraft.
Very truly yours,
THE BOEING COMPANY
By
--------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 1996
WESTERN PACIFIC AIRLINES, INC.
By
--------------------------------
Its
Attachment
P.A. No. 1947
K/WPA
Attachment to
Letter Agreement No. 1947-4
Page 1
STANDBY SPARE PARTS
The following notations, used in the list of Standby Spare Parts set forth in
this Attachment, will have the meanings indicated below:
(1) Training Spare Parts, in the indicated amounts, are required only if
Flight Crew Training will be provided at Boeing's facilities at or near
Seattle, Washington.
(2) Part numbers and/or dash numbers may vary with configuration of the
Aircraft and/or Buyer's choice of vendor.
(3) Quantity of wheels, tires and brakes required as Training Spare Parts
may vary with configuration of the Aircraft and/or Buyer's choice of
vendors.
AR As Required: The number required will depend upon the amount of
training involved.
P.A. No. 1947
K/WPA
Attachment to
Letter Agreement No. 1947-4
Page 2
Standby Spare Parts
Training
Part Number(2) Nomenclature Total Quantity Required
-------------- ------------ -----------------------
Electronics
Flight Management Computer 1
Fuel Summation Unit 1
DADC 1
HSI/EHSI 1
ADI/EADI 1
DME Interrogator Xxxx 0
XXX Xxxx Xxxxxxxxxxx 0
XXX Xxx Xxxx 0
ATC Transponder 1
VHF Comm Cont. Panel 1
VHF Nav. Cont. Panel 1
ATC Control Panel 1
Radio Alt. R/T Unit 1
Radio Alt. Indicator 1
Weather Radar R/T Unit 1
Interphone Cont. Panel 1
HF Comm Transceiver 1
HF Comm Control Panel 1
INS Nav Unit 1
INS Mode Select Panel 1
INS Control/Display Unit 1
Systems
Indicator Pressure Ratio 1
TAT Indicator 1
Tach N2 Indicator 1
Indicator Tach No. 1 1
E.G.T. Indicator 1
Wheels, Tires and Brakes(3)
Main Wheel AR
Nose Wheel AR
Brakes AR
Nose Tires AR
Main Tires AR
Engines (CFM56-3)
Ignition Exciter 1
Igniter Plug 2
P.A. No. 1947
K/WPA
