CONFIDENTIAL TREATMENT REQUESTED INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED AND NOTED WITH AN UNREDACTED VERSION OF THIS DOCUMENT HAS ALSO BEEN PROVIDED TO THE SECURITIES AND EXCHANGE COMMISSION. PURCHASE AGREEMENT...
Exhibit 10.8
CONFIDENTIAL TREATMENT REQUESTED
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED IS OMITTED AND NOTED WITH
“****”.
AN UNREDACTED VERSION OF THIS DOCUMENT
HAS ALSO BEEN PROVIDED TO THE
SECURITIES AND EXCHANGE COMMISSION.
PURCHASE AGREEMENT NUMBER PA-03815
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Relating to Boeing Model 737-8 and 737-9 Aircraft
XXX-XX-00000 | XX Page 1 | |||
BOEING PROPRIETARY |
TABLE OF CONTENTS
ARTICLES |
||||
Article 1. |
Quantity, Model and Description | PA Page 1 | ||
Article 2. |
Delivery Schedule | PA Page 1 | ||
Article 3. |
Price | PA Page 1 | ||
Article 4. |
Payment | PA Page 1 | ||
Article 5. |
Additional Terms | PA Page 2 | ||
TABLES |
||||
1A. |
737-8 Aircraft Information Table | |||
1B. |
737-9 Aircraft Information Table | |||
EXHIBITS |
||||
A1. |
737-8 Aircraft Configuration | EXA1 Page 1 | ||
A2. |
737-9 Aircraft Configuration | EXA2 Page 1 | ||
B. |
Aircraft Delivery Requirements and Responsibilities | EXB Page 1 | ||
SUPPLEMENTAL EXHIBITS |
||||
AE1. |
Escalation Adjustment/Airframe and Optional Features | AE1 Page 1 | ||
BFE1. |
BFE Variables | BFE1 Page 1 | ||
CS1-1. |
Customer Support Variables | CS1-1 Page 1 | ||
CS1-2. |
Customer Support Variables | CS1-2 Page 1 | ||
CS1-3. |
Customer Support Variables | CS1-3 Page 1 | ||
EE1. |
Engine Escalation Engine Warranty and Patent Indemnity | EE1 Page 1 | ||
SLP1. |
Service Life Policy Components | |||
LETTER AGREEMENTS |
||||
LA-1208469 |
Assignment of Customer’s Interest to Subsidiary or Affiliate | LA Page 1 | ||
LA-1208470 |
Loading of Customer Software | LA Page 1 | ||
LA-1208471 |
Open Matters for 737-8 and 737-9 Aircraft | LA Page 1 | ||
LA-1208472 |
Seller Purchased Equipment | LA Page 1 | ||
LA-1208473 |
Export-Import Bank Financing Application Disclosure | LA Page 1 | ||
LA-1208474 |
Leasing Matters | LA Page 1 | ||
LA-1208475 |
Liquidated Damages **** | LA Page 1 | ||
LA-1208476 |
Performance Matters | LA Page 1 | ||
LA-1208477 |
Aircraft Model Substitution | LA Page 1 | ||
LA-1208478 |
**** | |||
LA-1208479 |
Assignment of Customer’s Interest for Securing Advance Payment Financing | LA Page 1 | ||
LA-1208480 |
****Escalation Program | LA Page 1 | ||
LA-1208481 |
Special Matters | LA Page 1 | ||
LA-1209347 |
**** |
VLS-PA-03815 | June 1, 2012 PA Page 1 | |||
BOEING PROPRIETARY |
Purchase Agreement No. PA-03815
between
The Boeing Company
and
Avolon Aerospace Leasing Limited
This Purchase Agreement No. PA-03815 between The Boeing Company, a Delaware corporation, (Boeing) and Avolon Aerospace Leasing Limited, a Cayman Islands corporation, (Customer) relating to the purchase and sale of Model 737-8 and 737-9 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of December 18, 2009, and as further assigned and novated dated as of May 10, 2010, between the parties, identified as AGTA-VLN (AGTA).
1. Quantity, Model and Description.
The aircraft to be delivered to Customer will be designated as Model 737-8 aircraft (737-8 Aircraft) and Model 737-9 aircraft (737-9 Aircraft) (collectively, the Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming to the configurations described in Exhibit A1 and Exhibit A2 in the quantities listed in Table 1A and Table 1B (collectively Table 1) to the Purchase Agreement.
The scheduled months of delivery of the Aircraft are listed in the attached Table 1. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.
3. Price.
3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table 1 and is subject to escalation in accordance with the terms of this Purchase Agreement.
3.2 Advance Payment Base Prices. The Advance Payment Base Prices listed in Table 1 were calculated using the 737-8 Airframe Price, average optional features price, and average SPE as of the date of this Purchase Agreement escalated at a rate of ****per year to the scheduled delivery year.
4. Payment.
4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft (Deposit).
4.2 The standard advance payment schedule for the Aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of ****, less the Deposit, on the effective date of the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as specified in and on the first business day of the months listed in the attached Table 1.
VLS -PA-03815 | PA Page 1 | |||
BOEING PROPRIETARY |
4.3 For any Aircraft whose scheduled month of delivery is less than twenty-four (24) months 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 standard advance payment schedule set forth in paragraph 4.2 above.
4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at delivery.
5. Additional Terms.
5.1 Aircraft Information Table. Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules.
5.2 Escalation Adjustment/Airframe and Optional Features. Supplemental Exhibit AE1 contains the applicable airframe and optional features escalation formula.
5.3 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains supplier selection dates, on dock dates and other variables applicable to the Aircraft.
5.4 Customer Support Variables. Supplemental Exhibits CS1-1, CS1-2, and CS1-3 contain the customer support variables applicable to information, training, services and other things to be furnished by Boeing in support of the Aircraft to be leased by Customer. In accordance with Letter Agreement VLS-PA-03815-LA-1208474 to the Purchase Agreement Boeing will identify which Supplemental Exhibit is applicable to each of Customer’s lessees.
5.5 Engine Escalation Variables. Supplemental Exhibit EE1 describes the applicable engine escalation formula and contains the engine warranty and the engine patent indemnity for the Aircraft.
5.6 Service Life Policy Component Variables. Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.
5.7 Public Announcement. Boeing reserves the right to make a public announcement regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press release by Customer’s public relations department or other authorized representative.
5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA 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 the AGTA, 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.
VLS -PA-03815 | PA Page 2 | |||
BOEING PROPRIETARY |
AGREED AND ACCEPTED this
September 18, 2012 |
||
Date | ||
THE BOEING COMPANY | AVOLON AEROSPACE Leasing LIMITED | |
/s/ Xxxxxxx X. Xxxxxxx |
/s/ Xxx Xxxx | |
Signature | Signature | |
Xxxxxxx X. Xxxxxxx |
Xxx Xxxx | |
Printed name | Printed name | |
Attorney-in-Fact |
Director | |
Title | Title |
VLS -PA-03815 | PA Page 3 | |||
BOEING PROPRIETARY |
Table 1A To
Purchase Agreement No. PA-03815
Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTOW: |
737-8 | **** | Detail Specification: | **** | ||||||||
Engine Model/Thrust: |
CFM-LEAP-1B | **** | Airframe Price Base Year/****Formula: | **** | **** | |||||||
Airframe Price: |
**** | Engine Price Base Year/****Formula: | **** | **** | ||||||||
Optional Features: |
**** | |||||||||||
|
||||||||||||
Sub-Total of Airframe and Features: |
**** | Airframe Escalation Data: | ||||||||||
Engine Price (Per Aircraft): |
**** | Base Year Index (ECI): | **** | |||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
**** | Base Year Index (CPI): | **** | |||||||||
|
||||||||||||
Buyer Furnished Equipment (BFE) Estimate: |
**** | |||||||||||
Seller Purchased Equipment (SPE) Estimate: |
**** | |||||||||||
Deposit per Aircraft: |
**** |
Delivery Date |
Number of |
Manufacturer’s |
**** Factor |
Lessee |
Configuration |
**** Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||||||||||
**** |
**** |
**** |
**** | |||||||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** |
VLS-PA-03815 APR-61780 | Boeing Proprietary | Page 1 |
Table 1A To
Purchase Agreement No. PA-03815
Aircraft Delivery, Description, Price and Advance Payments
Delivery Date |
Number of Aircraft |
Manufacturer’s Serial No. |
**** Factor (Airframe) |
Lessee | Configuration Exhibit |
**** Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||||||||||
**** | **** | **** | **** | |||||||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
Total: |
10 |
****
****
VLS-PA-03815 APR-61780 | Boeing Proprietary | Page 2 |
Table 1b To
Purchase Agreement No. PA-03815
Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTOW: |
737-9 | **** | Detail Specification: | **** | ||||||||
Engine Model/Thrust: |
CFM-LEAP-1B | **** | Airframe Price Base Year/****Formula: | **** | **** | |||||||
Airframe Price: |
**** | Engine Price Base Year/****Formula: | **** | **** | ||||||||
Optional Features: |
**** | |||||||||||
|
||||||||||||
Sub-Total of Airframe and Features: |
**** | Airframe Escalation Data: | ||||||||||
Engine Price (Per Aircraft): |
**** | Base Year Index (ECI): | **** | |||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
**** | Base Year Index (CPI): | **** | |||||||||
|
||||||||||||
Buyer Furnished Equipment (BFE) Estimate: |
**** | |||||||||||
Seller Purchased Equipment (SPE) Estimate: |
**** | |||||||||||
Deposit per Aircraft: |
**** |
Delivery Date |
Number of |
Manufacturer’s No. |
**** Factor |
Lessee |
Configuration |
**** Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||||||||||
**** |
**** |
**** |
**** | |||||||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** |
VLS-PA-03815 APR-61781 | Boeing Proprietary | Page 3 |
Table 1A To
Purchase Agreement No. PA-03815
Aircraft Delivery, Description, Price and Advance Payments
Delivery Date |
Number of |
Manufacturer’s No. |
**** Factor |
Lessee |
Configuration |
**** Estimate |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||||||||||
**** |
**** |
**** |
**** | |||||||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
Total: |
10 |
****
****
****
VLS-PA-03815 APR-61781 | Boeing Proprietary | Page 4 |
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Exhibit A1 to Purchase Agreement Number PA-03815
VLS-PA-03815-EXA1 | ||||
BOEING PROPRIETARY |
Exhibit A1
AIRCRAFT CONFIGURATION
relating to
The content of this Exhibit A1 will be defined pursuant to the provisions of Letter Agreement VLS-PA-03815-LA-1208471 to the Purchase Agreement, entitled “Open Matters for 737-8 and 737-9 Aircraft”.
XXX-XX-00000-XXX0 | XXX0 Page 1 | |||
BOEING PROPRIETARY |
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Exhibit A2 to Purchase Agreement Number PA-03815
VLS -PA-03815-EXA2 | ||||
BOEING PROPRIETARY |
Exhibit A2
AIRCRAFT CONFIGURATION
relating to
The content of this Exhibit A2 will be defined pursuant to the provisions of Letter Agreement VLS-PA-03815-LA-1208471 to the Purchase Agreement, entitled “Open Matters for 737-8 and 737-9 Aircraft”.
VLS -PA-03815-EXA2 | EXA2 Page 1 | |||
BOEING PROPRIETARY |
AIRCRAFT DELIVERY REQUIREMENTS AND
RESPONSIBILITIES
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Exhibit B to Purchase Agreement Number PA-03815
VLS -PA-03815-EXB | ||||
BOEING PROPRIETARY |
Exhibit B
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 737-8 and 737-9 AIRCRAFT
Both Boeing and Customer have certain documentation and approval responsibilities at various times during the construction cycle of Customer’s Aircraft that are critical to making the delivery of each Aircraft a positive experience for both parties. This Exhibit B documents those responsibilities and indicates recommended completion deadlines for the actions to be accomplished.
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of the scheduled delivery month of each Aircraft with respect to obtaining certain government issued documentation.
Customer is responsible for furnishing any Temporary or Permanent Registration Certificates required by any governmental authority having jurisdiction to be displayed aboard the Aircraft after delivery.
1.2 Certificate of Sanitary Construction.
1.2.1 U.S. Registered Aircraft. Boeing will obtain from the United States Public Health Service, a United States Certificate of Sanitary Construction to be displayed aboard each Aircraft after delivery to Customer. The above Boeing obligation only applies to commercial passenger-configured aircraft.
1.3.1 Import Documentation. If the Aircraft is intended to be exported from the United States, Customer must notify Boeing not later than three (3) months prior to delivery of each Aircraft of any documentation required by the customs authorities or by any other agency of the country of import.
1.3.2 General Declaration - U.S. If the Aircraft is intended to be exported from the United States, Boeing will prepare Customs Form 7507, General Declaration,
VLS -PA-03815-EXB | EXB Page 1 | |||
BOEING PROPRIETARY |
for execution by U.S. Customs immediately prior to the ferry flight of the Aircraft. For this purpose, Customer will furnish to Boeing not later than twenty (20) days prior to delivery all information required by U.S. Customs and Border Protection, including without limitation (i) a complete crew and passenger list identifying the names, birth dates, passport numbers and passport expiration dates of all crew and passengers and (ii) a complete ferry flight itinerary, including point of exit from the United States for the Aircraft.
If Customer intends, during the ferry flight of an Aircraft, to land at a U.S. airport after clearing Customs at delivery, Customer must notify Boeing not later than twenty (20) days prior to delivery of such intention. If Boeing receives such notification, Boeing will provide to Customer the documents constituting a Customs permit to proceed, allowing such Aircraft to depart after any such landing. Sufficient copies of completed Form 7507, along with passenger manifest, will be furnished to Customer to cover U.S. stops scheduled for the ferry flight.
1.3.3 Export Declaration - U.S. If the Aircraft is intended to be exported from the United States following delivery, and (i) Customer is a non-U.S. customer, Boeing will file an export declaration electronically with U.S. Customs and Border Protection (CBP), or (ii) Customer is a U.S. customer, it is the responsibility of the U.S. customer, as the exporter of record, to file the export declaration with CBP.
Unless provided earlier, Customer will provide to Boeing not later than thirty (30) days prior to delivery of the first Aircraft, a copy of the requisite annual insurance certificate in accordance with the requirements of Article 8 of the AGTA.
3. NOTICE OF FLYAWAY CONFIGURATION.
Not later than twenty (20) days prior to delivery of the Aircraft, Customer will provide to Boeing a configuration letter stating the requested “flyaway configuration” of the Aircraft for its ferry flight. This configuration letter should include:
(i) | the name of the company which is to furnish fuel for the ferry flight and any scheduled post-delivery flight training, the method of payment for such fuel, and fuel load for the ferry flight; |
(ii) | the cargo to be loaded and where it is to be stowed on board the Aircraft, the address where cargo is to be shipped after flyaway and notification of any hazardous materials requiring special handling; |
(iii) | any BFE equipment to be removed prior to flyaway and returned to Boeing BFE stores for installation on Customer’s subsequent Aircraft; |
(iv) | a complete list of names and citizenship of each crew member and non-revenue passenger who will be aboard the ferry flight; and |
(v) | a complete ferry flight itinerary. |
VLS -PA-03815-EXB | EXB Page 2 | |||
BOEING PROPRIETARY |
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. All FAA, Boeing, Customer and, if required, U.S. Customs Bureau inspections will be scheduled by Boeing for completion prior to delivery or departure of the Aircraft. Customer will be informed of such schedules.
4.2 Schedule of Demonstration Flights. All FAA and Customer demonstration flights will be scheduled by Boeing for completion prior to delivery of the Aircraft.
4.3 Schedule for Customer’s Flight Crew. Boeing will inform Customer of the date that a flight crew is required for acceptance routines associated with delivery of the Aircraft.
4.4 Fuel Provided by Boeing. Boeing will provide to Customer, without charge, the amount of fuel shown in U.S. gallons in the table below for the model of Aircraft being delivered and full capacity of engine oil at the time of delivery or prior to the ferry flight of the Aircraft.
Aircraft Model |
**** | |||
737 |
**** |
4.5 Flight Crew and Passenger Consumables. Boeing will provide reasonable quantities of food, coat hangers, towels, toilet tissue, drinking cups and soap for the first segment of the ferry flight for the Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have available at the time of delivery of the Aircraft certain delivery papers, documents and data for execution and delivery. If title for the Aircraft will be transferred to Customer through a Boeing subsidiary and if the Aircraft will be registered with the FAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an executed original Form 8050-2, Aircraft Xxxx of Sale, indicating transfer of title to the Aircraft from Boeing’s subsidiary to Customer.
4.7 Delegation of Authority. If specifically requested in advance by Customer, Boeing will present a certified copy of a Resolution of Boeing’s Board of Directors, designating and authorizing certain persons to act on its behalf in connection with delivery of the Aircraft.
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer will provide its Aircraft Radio Station License to be placed on board the Aircraft following delivery.
5.2 Aircraft Flight Log. At delivery Customer will provide the Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to Boeing at delivery of the Aircraft an original or certified copy of Customer’s Delegation of Authority designating and authorizing certain persons to act on its behalf in connection with delivery of the specified Aircraft.
5.4 TSA Waiver Approval. Customer may be required to have an approved Transportation Security Administration (TSA) waiver for the ferry flight depending upon the Customer’s en-route stop(s) and destination unless the Customer already has a TSA approved security program in place. Customer is responsible for application for the TSA waiver and obtaining TSA approval. Customer will provide a copy of the approved TSA waiver to Boeing upon arrival at the Boeing delivery center.
VLS -PA-03815-EXB | EXB Page 3 | |||
BOEING PROPRIETARY |
5.5 Electronic Advance Passenger Information System. Should the ferry flight of an Aircraft leave the United States, the Department of Homeland Security office requires Customer to comply with the Electronic Advance Passenger Information System (eAPIS). Customer needs to establish their own account with US Customs and Border Protection in order to file for departure. A copy of the eAPIS forms is to be provided by Customer to Boeing upon arrival of Customer’s acceptance team at the Boeing delivery center.
VLS -PA-03815-EXB | EXB Page 4 | |||
BOEING PROPRIETARY |
ESCALATION ADJUSTMENT
AIRFRAME AND OPTIONAL FEATURES
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Supplemental Exhibit AE1
to Purchase Agreement Number 03815
VLS -PA-03815-AE1 | ||||
BOEING PROPRIETARY |
ESCALATION ADJUSTMENT
AIRFRAME AND OPTIONAL FEATURES
relating to
BOEING MODEL 737-8 and 737-9 AIRCRAFT
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 this 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:
**** |
Where: |
Pa = **** |
P = **** |
**** |
Where:
ECIb is the base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement);
ECI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Employment Cost Index for NAICS Manufacturing – Total Compensation (BLS Series ID CIU2013000000000I), calculated by establishing a three (3) month arithmetic average value (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th, and 13th 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 first quarter will be used for the months of January, February, and March; the value released for the second quarter will be used for the months of April, May, and June; the value released for the third quarter will be used for the months of July, August, and September; the value released for the fourth quarter will be used for the months of October, November, and December.
M = ****
VLS -PA-03815-AE1 | AE1 Page 1 | |||
BOEING PROPRIETARY |
Where:
CPIb is the base year airframe escalation index (as set forth in Table 1 of this Purchase Agreement); and
CPI is a value determined using the U.S. Department of Labor, Bureau of Labor Statistics, Consumer Price Index — All Urban Consumers (BLS Series ID CUUR0000SA0), calculated as a three (3) month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th, and 13th 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 July, the months of June, July, and August of the preceding year will be utilized in determining the value of ECI and CPI.
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) | **** |
(iii) | **** |
(iv) | The **** (base year indices) are the actual average values reported by the U.S. Department of Labor, Bureau of Labor Statistics. The actual average values are calculated as a three (3) month arithmetic average of the released monthly values (expressed as a decimal and rounded to the nearest tenth) using the values for the 11th, 12th, and 13th months prior to the airframe base year. The applicable base year and corresponding denominator is provided by Boeing in Table 1 of this Purchase Agreement. |
(v) | The final value of Pa will be rounded to the nearest dollar. |
(vi) | The Airframe Price Adjustment will not be made if it will result in a decrease in the Aircraft Basic Price. |
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 CPI 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 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 twenty-four (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.
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BOEING PROPRIETARY |
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 CPI 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 Aircraft Price of any affected Aircraft to reflect an allowance for increases or decreases consistent with the applicable provisions of paragraph 1 of this Supplemental Exhibit AE1 in labor compensation and material costs occurring since August of the year prior to the price base year shown in the Purchase Agreement.
2.4 If within twelve (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 memorandum or supplemental invoice will be issued for the Airframe Price Adjustment difference. ****
Note:
(i) | The values released by the Bureau of Labor Statistics and available to Boeing thirty (30) days prior to the first day of the scheduled delivery month of an Aircraft will be used to determine the ECI and CPI 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 Airframe 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 four (4), where rounding of the fourth digit will be increased to the next highest digit when the 5th digit is equal to five (5) or greater. |
VLS -PA-03815-AE1 | AE1 Page 3 | |||
BOEING PROPRIETARY |
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Supplemental Exhibit BFE1
to Purchase Agreement Number PA-03815
VLS -PA-03815-BFE1 | ||||
BOEING PROPRIETARY |
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 737-8 and 737-9 AIRCRAFT
This Supplemental Exhibit BFE1 contains supplier selection dates, on-dock dates and other requirements applicable to the Aircraft.
1. Supplier Selection.
Customer will:
Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:
Galley System |
**** | |
Galley Inserts |
**** | |
Seats (passenger) |
**** | |
Overhead & Audio System |
**** | |
In-Seat Video System |
**** | |
Miscellaneous Emergency Equipment |
**** | |
Cargo Handling Systems* (Single Aisle Programs only) |
**** |
* | For a new certification, supplier requires notification **** prior to Cargo Handling System on-dock date. |
** | Actual Supplier Selection dates will be provided when monthly delivery positions are available to customer. |
Customer will enter into initial agreements with the selected Galley System, Galley Inserts, Seats, and In-Seat Video System suppliers on or before **** calendar days after the above supplier selection dates to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM).
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BOEING PROPRIETARY |
2. On-dock Dates and Other Information.
On or before **** prior to Aircraft delivery, Boeing will provide to Customer the BFE Requirements electronically through My Boeing Fleet (MBF in My Boeing Configuration (MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:
Scheduled Month/Yr of Delivery 737-8 |
Qty |
Seats | Galleys/ Furnishings |
Antennas & Mounting Equipment |
Avionics | Cabin Systems Equipment |
Misc Emerg Equipment |
Textiles & Raw Material |
Cargo System |
Provision Kits |
Radomes | |||||||||||
2018 |
**** | |||||||||||||||||||||
2019 |
**** | |||||||||||||||||||||
2020 |
**** | |||||||||||||||||||||
2021 |
**** | **** | ||||||||||||||||||||
737-9 |
||||||||||||||||||||||
2020 |
**** | |||||||||||||||||||||
2021 |
**** | |||||||||||||||||||||
Total |
**** |
3. Additional Delivery Requirements — Import.
Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.
xxxx://xxx.xxxxxx.xxx/xxxxxxxxxxxxxx/xxxxxxxx/xxxxxxxx_xxxxxx/xxxxx_xxxxxxx.xxxx
VLS -PA-03815-BFE1 | BFE1 Page 2 | |||
BOEING PROPRIETARY |
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Supplemental Exhibit CS1-1
to Purchase Agreement Number PA-03815
VLS -PA-03815-CS1-1 | ||||
BOEING PROPRIETARY |
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 737-8 and 737-9 AIRCRAFT
Customer and Boeing will conduct planning conferences approximately twelve (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.
1.1 Airplane General Familiarization Course; one (1) class of twenty (24) students;
1.2 Mechanical/Power Plant Systems Course; two (2) classes of fifteen (15) students;
1.3 Electrical Systems Course; two (2) classes of fifteen (15) students;
1.4 Avionics Systems Course; two (2) classes of fifteen (15) students;
1.5 Corrosion Prevention & Control Course; one (1) class of ten (10) students;
1.6 Aircraft Rigging Course; one (1) class of six (6) students;
1.7 Composite Repair for Technicians — Basic; one (1) class of eight (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 Customer’s own training program.
2. Flight Training.
2.1 For 1 Aircraft: Transition training for six (6) flight crews (12 pilots) in two (2) classes; For 2 or more Aircraft: Transition training for eight (8) flight crews (16 pilots) in two (2) classes. The training will consist of ground school (utilizing computer based training), fixed base simulator, full flight simulator and actual aircraft training on Customer’s Aircraft.
2.2 For 1 Aircraft: Flight Dispatcher training; one (1) class of six (6) students; For 2 or more Aircraft: Flight Dispatcher training; two (2) classes of six (6) students.
2.3 For 1 Aircraft: Flight Attendant training; one (1) class of twelve (12) students; For 2 or more Aircraft: Flight Attendant training; two (2) classes of twelve (12) students.
2.4 Performance Engineer training in Boeing’s regularly scheduled courses; schedules are published twice yearly.
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BOEING PROPRIETARY |
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, Flight Attendant Manuals, etc. will be provided for use in Customer’s own training program.
2.6 Additional Flight Operations Services:
(i) | Boeing flight crew personnel to assist in ferrying the first aircraft to Customer’s main base; |
(ii) | For 1 Aircraft: Instructor pilots for sixty (60) calendar days for revenue service training assistance; For 2 or more Aircraft: Instructor pilots for ninety (90) calendar days for revenue service training assistance; and |
(iii) | An instructor pilot to visit Customer six (6) months after revenue service training to review Customer’s flight crew operations for a two (2) week period. |
3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:
3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to assist with maintenance program development and to provide consulting related to maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.
3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide one (1) on site visit to Customer’s main base to assist with the development of their ETOPS maintenance program and to provide consultation related to ETOPS maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.
3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to provide consulting and data for ground support equipment, maintenance tooling and requirements for maintenance shops. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.
3.1.4 Maintenance Engineering Evaluation. Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to evaluate Customer’s maintenance and engineering organization for conformance with industry best practices. The result of which will be documented by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a copy of the maintenance engineering evaluation presentation. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.
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BOEING PROPRIETARY |
3.2 Spares.
(i) | Recommended Spares Parts List (RSPL). A customized RSPL, data and documents will be provided to identify spare parts required for Customer’s support program. |
(ii) | Illustrated Parts Catalog (IPC). A customized IPC in accordance with ATA 100 will be provided. |
(iii) | Provisioning Training. Provisioning training will be provided for Customer’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. |
(iv) | 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
Flight Crew Operations Manual and Quick Reference Handbook
Weight and Balance Manual Chapter 1 Control and Loading
Dispatch Deviations Guide
Flight Crew Training Manual
Performance Engineer’s Manual
Jet Transport Performance Methods
FMC Supplementary Data Document
Operational Performance Software
ETOPS Guide Vol. III
Flight Planning and Performance Manual
Flight Attendant Manual
4.2 Maintenance.
Aircraft Maintenance Manual
Wiring Diagram Manual
Systems Schematics Manual
Structural Repair Manual
Component Maintenance Manual
Standard Overhaul Practices Manual Chapter 20
Standard Wiring Practices Manual Chapter 20
Nondestructive Test Manual
Service Bulletins and Index
Fault Isolation Manual
Fault Reporting Manual
Fuel Measuring Stick Manual
Powerplant Buildup Manual (except Rolls Royce)
All Operators Messages
VLS -PA-03815-CS1-1 | CS1-1 Page 3 | |||
BOEING PROPRIETARY |
Service Letters
Structural Item Interim Advisory
Combined Index
Maintenance Tips
Configuration Data Base Generator User Guide (model 777 only)
Baggage/Cargo Loading Manual (model 767 and 777 only)
4.3 Maintenance Planning.
Maintenance Planning Data Document
Maintenance Task Cards and Index
Airline Maintenance Inspection Intervals
ETOPS Guide Vol. II
ETOPS Configuration Maintenance and Procedures
4.4 Spares.
Illustrated Parts Catalog
Standards Books
4.5 Facilities and Equipment Planning.
Maintenance Facilities and Equipment Planning Document
Special Tool and Ground Handling Equipment Drawings and Index
Supplementary Tooling Documentation
Illustrated Tool and Equipment Manual
Airplane Recovery Document
Airplane Characteristics for Airport Planning Document
Airplane Rescue and Fire Fighting Information
Engine Ground Handling Document
ETOPS Guide Vol. I
Supplier Service Bulletins
Supplier Ground Support Equipment List
Supplier Assembly Drawings
Component Maintenance Manuals
Overhaul Manual/Component Maintenance Manual Index
Supplier Publications Index
Product Support Supplier Directory
Supplier Product Support and Assurance Agreements Documents Vol. I and II
Supplier Spare Part Price Catalog
4.7 Fleet Statistical Data and Reporting
Fleet reliability views, charts, and reports
5.1 Aircraft Information is defined as that data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) line maintenance data; (iv) airplane message data, (v) scheduled
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BOEING PROPRIETARY |
maintenance data; (vi) service bulletin incorporation; and (vii) aircraft data generated or received by equipment installed on Customer’s aircraft in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components.
5.2 License Grant. To the extent Customer has or obtains rights to Aircraft Information, Customer grants to Boeing a perpetual, world-wide, non-exclusive license to use and disclose Aircraft Information and create derivatives thereof in Boeing data and information and products and services provided Customer identification information as originating from Customer is removed. Customer identification information may be retained as necessary for Boeing to provide products and services Customer has requested from Boeing or for Boeing to inform Customer of additional Boeing products and services. This grant is in addition to any other grants of rights in the agreements governing provision of such information to Boeing regardless of whether that information is identified as Aircraft Information in such agreement including any information submitted under the In Service Data Program (ISDP).
For purposes of this article, Boeing is defined as The Boeing Company and its wholly owned subsidiaries.
5.3 Customer will provide Aircraft Information to Boeing through an automated software feed necessary to support Fleet Statistical Analysis. Boeing will provide assistance to Customer under a separate agreement for mapping services to enable the automated software feed.
VLS -PA-03815-CS1-1 | CS1-1 Page 5 | |||
BOEING PROPRIETARY |
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Supplemental Exhibit CS1-2
to Purchase Agreement Number 03815
VLS -PA-03815-CS1-2 | ||||
BOEING PROPRIETARY |
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 737-8 and 737-9 AIRCRAFT
Customer and Boeing will conduct planning conferences approximately twelve (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.
1.1 Mechanical/Power Plant Course; one (1) class of fifteen (15) students;
1.2 Electrical Systems Course; one (1) class of fifteen (15) students;
1.3 Avionics Systems Course; one (1) class of fifteen (15) students;
1.4 Aircraft Rigging Course; one (1) class of six (6) students;
1.5 Advanced Composite Repair Course; one (1) class of eight (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 Customer’s own training program.
2. Flight Training.
2.1 Boeing will provide one classroom course to acquaint up to eight (8) students (four (4) flight crews) with operational, systems and performance differences between Customer’s newly-purchased Aircraft and an aircraft of the same model currently operated by Customer.
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, Flight Attendant Manuals, etc. will be provided for use in Customer’s own training program.
3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:
3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to assist with maintenance program development and to provide consulting related to maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.
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BOEING PROPRIETARY |
3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide one (1) on site visit to Customer’s main base to assist with the development of their ETOPS maintenance program and to provide consultation related to ETOPS maintenance planning. Consultation with Customer will be based on ground rules and requirements information provided in advance by the Customer.
3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide consulting and data for ground support equipment, maintenance tooling and requirements for maintenance shops. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.
3.1.4 Maintenance Engineering Evaluation. Upon request, Boeing will provide one (1) on-site visit to Customer’s main base to evaluate Customer’s maintenance and engineering organization for conformance with industry best practices. The result of which will be documented by Boeing in a maintenance engineering evaluation presentation. Customer will be provided with a copy of the maintenance engineering evaluation presentation. Consultation with Customer will be based on ground rules and requirements information provided in advance by Customer.
3.2 Spares.
(i) | Recommended Spares Parts List (RSPL). A customized RSPL, data and documents will be provided to identify spare parts required for Customer’s support program. |
(ii) | Illustrated Parts Catalog (IPC). A customized IPC in accordance with ATA 100 will be provided. |
(iii) | Provisioning Training. Provisioning training will be provided for Customer’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. |
(iv) | 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:
4.1 Flight Operations.
Airplane Flight Manual
Flight Crew Operations Manual and Quick Reference Handbook
Weight and Balance Manual Chapter 1 Control and Loading
Dispatch Deviations Guide
Flight Crew Training Manual
Performance Engineer’s Manual
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BOEING PROPRIETARY |
Jet Transport Performance Methods
FMC Supplementary Data Document
Operational Performance Software
ETOPS Guide Vol. III
Flight Planning and Performance Manual
Flight Attendant Manual
4.2 Maintenance.
Aircraft Maintenance Manual
Wiring Diagram Manual
Systems Schematics Manual
Structural Repair Manual
Component Maintenance Manual
Standard Overhaul Practices Manual Chapter 20
Standard Wiring Practices Manual Chapter 20
Nondestructive Test Manual
Service Bulletins and Index
Fault Isolation Manual
Fault Reporting Manual
Fuel Measuring Stick Manual
Powerplant Buildup Manual (except Rolls Royce)
All Operators Messages
Service Letters
Structural Item Interim Advisory
Combined Index
Maintenance Tips
Configuration Data Base Generator User Guide (model 777 only)
Baggage/Cargo Loading Manual (model 767 and 777 only)
4.3 Maintenance Planning.
Maintenance Planning Data Document
Maintenance Task Cards and Index
Airline Maintenance Inspection Intervals
ETOPS Guide Vol. II
ETOPS Configuration Maintenance and Procedures
4.4 Spares.
Illustrated Parts Catalog
Standards Books
4.5 Facilities and Equipment Planning.
Maintenance Facilities and Equipment Planning Document
Special Tool and Ground Handling Equipment Drawings and Index
Supplementary Tooling Documentation
Illustrated Tool and Equipment Manual
Airplane Recovery Document
Airplane Characteristics for Airport Planning Document
VLS -PA-03815-CS1-2 | CS1-2 Page 3 | |||
BOEING PROPRIETARY |
Airplane Rescue and Fire Fighting Information
Engine Ground Handling Document
ETOPS Guide Vol. I
Supplier Service Bulletins
Supplier Ground Support Equipment List
Supplier Assembly Drawings
Component Maintenance Manuals
Overhaul Manual/Component Maintenance Manual Index
Supplier Publications Index
Product Support Supplier Directory
Supplier Product Support and Assurance Agreements Documents Vol. I and II
Supplier Spare Part Price Catalog
4.7 Fleet Statistical Data and Reporting
Fleet reliability views, charts, and reports
5.1 Aircraft Information is defined as that data provided by Customer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) line maintenance data; (iv) airplane message data, (v) scheduled maintenance data; (vi) service bulletin incorporation; and (vii) aircraft data generated or received by equipment installed on Customer’s aircraft in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components.
5.2 License Grant. To the extent Customer has or obtains rights to Aircraft Information, Customer grants to Boeing a perpetual, world-wide, non-exclusive license to use and disclose Aircraft Information and create derivatives thereof in Boeing data and information and products and services provided Customer identification information as originating from Customer is removed. Customer identification information may be retained as necessary for Boeing to provide products and services Customer has requested from Boeing or for Boeing to inform Customer of additional Boeing products and services. This grant is in addition to any other grants of rights in the agreements governing provision of such information to Boeing regardless of whether that information is identified as Aircraft Information in such agreement including any information submitted under the In Service Data Program (ISDP).
For purposes of this article, Boeing is defined as The Boeing Company and its wholly owned subsidiaries.
5.3 Customer will provide Aircraft Information to Boeing through an automated software feed necessary to support Fleet Statistical Analysis. Boeing will provide assistance to Customer under a separate agreement for mapping services to enable the automated software feed.
VLS -PA-03815-CS1-2 | CS1-2 Page 4 | |||
BOEING PROPRIETARY |
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Supplemental Exhibit CS1-3
to Purchase Agreement Number PA-03815
VLS -PA-03815-CS1-3 | ||||
BOEING PROPRIETARY |
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 737-8 and 737-9 AIRCRAFT
Customer currently operates an aircraft of the same model as the Aircraft. Upon Customer’s request, Boeing will develop and schedule a customized Customer Support Program to be furnished in support of the Aircraft. The customized 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 Customer’s newly-purchased Aircraft and an aircraft of the same model currently operated by Customer; one (1) class of fifteen (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 Customer’s own training program.
2. Flight Training.
Boeing will provide, if required, one classroom course to acquaint up to fifteen (15) students with operational, systems and performance differences between Customer’s newly-purchased Aircraft and an aircraft of the same model currently operated by Customer.
Any training materials used in Flight Training, if required, will be provided for use in Customer’s own training program.
3. Planning Assistance.
3.1 Maintenance Engineering. Notwithstanding anything in Exhibit B to the AGTA seemingly to the contrary, Boeing will provide the following Maintenance Engineering support:
3.1.1 Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customers maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by the Customer.
3.1.2 ETOPS Maintenance Planning Assistance. Upon request, Boeing will provide assistance in identifying the impact to Customer’s ETOPS maintenance program resulting from minor model differences between the Aircraft and an aircraft of the same model currently operated by the Customer.
3.1.3 GSE/Shops/Tooling Consulting. Upon request, Boeing will provide assistance to Customer in identifying the impact to Customer’s maintenance tools and ground support equipment resulting from the minor model differences between the Aircraft and an aircraft of the same model currently operated by Customer.
3.2 Spares. Boeing will revise, as applicable, the customized Recommended Spares Parts List (RSPL) and Illustrated Parts Catalog (IPC).
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BOEING PROPRIETARY |
4. Technical Data and Documents.
Boeing will revise, as applicable, technical data and documents provided with previously delivered aircraft.
5. Aircraft Information.
5.1 Aircraft Information is defined as that data provided by Buyer to Boeing which falls into one of the following categories: (i) aircraft operational information (including, but not limited to, flight hours, departures, schedule reliability, engine hours, number of aircraft, aircraft registries, landings, and daily utilization and schedule interruptions for Boeing model aircraft); (ii) summary and detailed shop findings data; (iii) line maintenance data; (iv) airplane message data, (v) scheduled maintenance data; (vi) service bulletin incorporation; and (vii) aircraft data generated or received by equipment installed on Buyer’s aircraft in analog or digital form including but not limited to information regarding the state, condition, performance, location, setting, or path of the aircraft and associated systems, sub-systems and components.
5.2 License Grant. To the extent Buyer has or obtains rights to Aircraft Information, Buyer grants to Boeing a perpetual, world-wide, non-exclusive license to use and disclose Aircraft Information and create derivatives thereof in Boeing data and information and products and services provided Buyer identification information as originating from Buyer is removed. Buyer identification information may be retained as necessary for Boeing to provide products and services Buyer has requested from Boeing or for Boeing to inform Buyer of additional Boeing products and services. This grant is in addition to any other grants of rights in the agreements governing provision of such information to Boeing regardless of whether that information is identified as Aircraft Information in such agreement including any information submitted under the In Service Data Program (ISDP).
For purposes of this article, Boeing is defined as The Boeing Company and its wholly owned subsidiaries.
5.3 Buyer will provide Aircraft Information to Boeing through an automated software feed necessary to support Fleet Statistical Analysis. Boeing will provide assistance to Buyer under a separate agreement for mapping services to enable the automated software feed.
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BOEING PROPRIETARY |
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Supplemental Xxxxxxx XX0
to Purchase Agreement Number 03815
VLS -PA-03815-EE1 | ||||
BOEING PROPRIETARY |
ENGINE ESCALATION
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 737-8 and 737-9 AIRCRAFT
1. ENGINE ESCALATION.
No separate engine escalation methodology is defined for the 000-000, -000, -000, -000 or -900ER, -0, -0, -0 Xxxxxxxx. Xxxxxxxx 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 Customer the provisions of CFM’s warranty as set forth below (herein referred to as Warranty); subject, however, to Customer’s acceptance of the conditions set forth herein. Accordingly, Boeing hereby extends to Customer and Customer hereby accepts the provisions of CFM’s Warranty as hereinafter set forth, and such Warranty shall apply to all CFM56-7 and CFM-LEAP-1B type Engines (including all Modules and Parts thereof) installed in the Aircraft at the time of delivery or purchased from Boeing by Customer for support of the Aircraft except that, if Customer 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 2.1 through 2.10 below and paragraphs 2.1 through 2.10 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 Customer, Customer 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 and CFM-LEAP-1B type Engines and Customer hereby waives, releases and renounces all its rights in all such claims, obligations and liabilities. In addition, Customer 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 and CFM-LEAP-1B type Engines except as otherwise expressly assumed by CFM in such CFM Warranty or General Terms Agreement between Customer and CFM and Customer 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 and CFM-LEAP type Engine and Products and furthermore warrants that such title is free and clear of all claims, liens and encumbrances of any nature whatsoever.
2.2 Patents.
2.2.1 CFM shall handle all claims and defend any suit or proceeding brought against Customer 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 Customer. This paragraph shall not apply to any product or any part manufactured to Customer’s design or to the aircraft manufacturer’s design. As to such product or part, CFM assumes no liability for patent infringement.
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2.2.2 CFM’s liability hereunder is conditioned upon Customer 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 Customer the rights to continue using said product or part; (ii) replace the same with a satisfactory and non-infringing product or part; or (iii) modify the same so it becomes satisfactory and non-infringing. The foregoing shall constitute the sole remedy of Customer 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 Customer as part of the installed equipment on CFM56-7 and CFM-LEAP-1B powered Aircraft.
2.3 Initial Warranty. CFM warrants that CFM56-7 and CFM-LEAP-1B Engine products will conform to CFM’s applicable specifications and will be free from defects in material and workmanship prior to Customer’s initial use of such products.
2.4 Warranty Pass-On.
2.4.1 If requested by Customer and agreed to by CFM in writing, CFM will extend warranty support for Engines sold by Customer 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 Customer.
2.4.3 In the event Customer 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 and Labor Allowance will be: One hundred percent (100%) from new to two thousand five hundred (2,500) Flight Hours and decreasing pro rata from one hundred percent (100%) at two thousand five hundred (2,500) Flight Hours to zero percent (0%) at three thousand (3,000) Flight Hours. |
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2.5.2 As an alternative to the above allowances, CFM shall, upon request of Customer:
(i) | Arrange to have the failed Engines and Modules repaired, as appropriate, at a facility designated by CFM at no charge to Customer for the first at two thousand five hundred (2,500) Flight Hours and at a charge to Customer increasing pro rata from zero percent (0%)of CFM’s repair cost at two thousand five hundred (2,500) Flight Hours to one hundred percent (100%) of such CFM repair costs at three thousand (3,000) Flight Hours. |
(ii) | Transportation to and from the designated facility shall be at Customer’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 one thousand (1,000) Flight Hours for such Parts and Expendable Parts, CFM will grant one hundred percent (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 one hundred percent (100%) at one thousand (1,000) Flight Hours Part Time to zero percent (0%) at the applicable hours designated in Table 1.
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 one hundred percent (100%) when new to zero percent at twenty-five thousand (25,000) Flight Hours or fifteen thousand (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 twenty-five thousand (25,000) Flight Hours or fifteen thousand (15,000) Flight Cycles.
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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) | One hundred percent (100%) for Parts in inventory or removed from service when new or with two thousand five hundred (2,500) Flight Hours or less total Part Time. |
(ii) | Fifty percent (50%) for Parts in inventory or removed from service with over two thousand five hundred (2,500) Flight Hours since new, regardless of warranty status. |
2.8.2 Labor Allowance—CFM will grant one hundred percent (100%) Labor Allowance for disassembly, reassembly, modification, testing, or Inspection of CFM supplied Engines, Modules, or Parts therefore 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 EASA Airworthiness Directive, are excluded from Campaign Change Warranty.
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 THEREFORE, AND IN NO EVENT SHALL CFM’S LIABILITY TO CUSTOMER EXCEED THE PURCHASE PRICE OF THE PRODUCT GIVING RISE TO CUSTOMER’S CLAIM OR INCLUDE INCIDENTAL OR CONSEQUENTIAL DAMAGES.
2.10 Indemnity and Contribution.
2.10.1 IN THE EVENT CUSTOMER ASSERTS A CLAIM AGAINST A THIRD PARTY FOR DAMAGES OF THE TYPE LIMITED OR EXCLUDED IN LIMITATIONS, PARAGRAPH 2.9. ABOVE, CUSTOMER 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 CUSTOMER 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
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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 CUSTOMER OR BECAUSE CUSTOMER DID NOT APPEAR IN AN ACTION BROUGHT AGAINST CFM. CUSTOMER’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 CUSTOMER’S LIABILITY IS OTHERWISE LIMITED.
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SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Supplemental Exhibit SLP1
to Purchase Agreement Number PA-03815
XXX-XX-00000-XXX0 | ||||
XXXXXX PROPRIETARY |
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 737-8 and 737-9 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. PA-03815.
1. Wing.
(i) | Upper and lower wing skins and stiffeners between the forward and rear wing spars. |
(ii) | Wing spar webs, chords and stiffeners. |
(iii) | Inspar wing ribs. |
(iv) | Inspar splice plates and fittings. |
(v) | Main landing gear support structure. |
(vi) | Wing center section lower beams, spanwise beams and floor beams, but not the seat tracks attached to floor beams. |
(vii) | Wing-to-body structural attachments. |
(viii) | Engine strut support fittings attached directly to wing primary structure. |
(ix) | 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. |
(x) | Trailing edge flap tracks and carriages. |
(xi) | Aileron leading edge device and trailing edge flap internal, fixed attachment and actuator support structure. |
2. Body.
(i) | 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. |
(ii) | Window and windshield structure but excluding the windows and windshields. |
XXX-XX-00000-XXX0 | ||||
XXXXXX PROPRIETARY |
(iii) | Fixed attachment structure of the passenger doors, cargo doors and emergency exits, excluding door mechanisms and movable hinge components. Xxxxx and frames around the body openings for the passenger doors, cargo doors and emergency exits, excluding scuff plates and pressure seals. |
(iv) | Nose wheel well structure, including the wheel well walls, pressure deck, bulkheads, and gear support structure. |
(v) | Main gear wheel well structure including pressure deck and landing gear beam support structure. |
(vi) | Floor beams and support posts in the control cab and passenger cabin area, but excluding seat tracks. |
(vii) | Forward and aft pressure bulkheads. |
(viii) | Keel structure between the wing front spar bulkhead and the main gear wheel well aft bulkhead including splices. |
(ix) | 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, and decorative panels and related installation and connecting devices. |
(x) | Support structure in the body for the stabilizer pivot and stabilizer screw. |
3. Vertical Stabilizer.
(i) | External skins between front and rear spars. |
(ii) | Front, rear and auxiliary spar chords, webs and stiffeners and attachment fittings. |
(iii) | Inspar ribs. |
(iv) | Rudder hinges and supporting ribs, excluding bearings. |
(v) | Support structure in the vertical stabilizer for rudder hinges, reaction links and actuators. |
(vi) | Rudder internal, fixed attachment and actuator support structure. |
4. Horizontal Stabilizer.
(i) | External skins between front and rear spars. |
(ii) | Front and rear spar chords, webs and stiffeners. |
(iii) | Inspar ribs. |
(iv) | Stabilizer center section including hinge and screw support structure. |
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(v) | Support structure in the horizontal stabilizer for the elevator hinges, reaction links and actuators. |
(vi) | Elevator internal, fixed attachment and actuator support structure. |
5. Engine Strut.
(i) | Strut external surface skin and doublers and stiffeners. |
(ii) | Internal strut chords, frames and bulkheads. |
(iii) | Strut to wing fittings and diagonal brace. |
(iv) | Engine mount support fittings attached directly to strut structure and including the engine-mounted support fittings. |
(i) | Outer cylinder. |
(ii) | Inner cylinder, including axles. |
(iii) | Upper and lower side struts, including spindles, universals and reaction links. |
(iv) | Drag strut. |
(v) | Orifice support tube. |
(vi) | Downlock links including spindles and universals. |
(vii) | Torsion links. |
(viii) | Xxxx crank. |
(ix) | Trunnion link. |
(x) | Actuator beam, support link and beam arm. |
7. Nose Landing Gear.
(i) | Outer cylinder. |
(ii) | Inner cylinder, including axles. |
(iii) | Orifice support tube. |
(iv) | Upper and lower drag strut, including lock links. |
(v) | Steering plates and steering collars. |
(vi) | 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 SLP Components.
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|
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208470
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: |
Loading of Customer Software | |
Reference: |
Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. Customer may request Boeing to install software owned by or licensed to Customer (Software) in the following systems in the Aircraft: (i) aircraft communications addressing and reporting system (ACARS), (ii) digital flight data acquisition unit (DFDAU), (iii) flight management system (FMS), (iv) cabin management system (CMS), (v) engine indication and crew alerting system (EICAS), (vi) airplane information management system (AIMS), (vii) satellite communications system (SATCOM), and (viii) In-Flight Entertainment (IFE).
2. For all Software described in paragraph 1, above, other than Software to be installed in SATCOM and IFE, the Software is not part of the configuration of the Aircraft certified by the FAA and therefore cannot be installed prior to delivery. If requested by Customer, Boeing will install such Software after the transfer to Customer of title to the Aircraft, but before fly away.
3. The SATCOM Software is part of the configuration of the Aircraft and included in the type design. If requested by Customer, Boeing will install the SATCOM Software prior to transfer to Customer of title to the Aircraft.
4. For IFE Software, if requested by Customer, Boeing will make the Aircraft accessible to Customer and Customer’s IFE Software supplier so that the supplier can install the Software after delivery of the Aircraft, but before fly away.
5. All Software which is installed by Boeing other than the SATCOM Software will be subject to the following conditions:
(i) | Customer and Boeing agree that the Software is BFE for the purposes of Articles 3.1.3, 3.2, 3.4, 3.5, 3.10, 10 and 11 of Exhibit A, Buyer Furnished Equipment Provisions Document, to the AGTA and such articles apply to the installation of the Software. |
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(ii) | Customer and Boeing further agree that the installation of the Software is a service under Exhibit B, Customer Support Document, to the AGTA. |
(iii) | Boeing makes no warranty as to the performance of such installation and Article 11 of Part 2 of Exhibit C of the AGTA, Disclaimer and Release; Exclusion of Liabilities and Article 8.2, Insurance, of the AGTA apply to the installation of the Software. |
Very truly yours,
THE BOEING COMPANY | ||
By |
/s/ Xxxxxxx X. Xxxxxxx | |
Its |
Attorney-In-Fact |
ACCEPTED AND AGREED TO this | ||
Date: |
September 18, 2012 | |
AVOLON AEROSPACE LEASING LIMITED | ||
By |
/s/ Xxx Xxxx | |
Its |
Director |
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The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208472
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: |
Seller Purchased Equipment | |
Reference: |
Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. General.
Seller Purchased Equipment (SPE) is BFE that Boeing purchases for Customer and that is identified as SPE in the Detail Specification for the Aircraft.
2. Customer Responsibilities.
2.1 Supplier Selection. Customer will select SPE suppliers from a list provided by Boeing for the commodities identified on such list and notify Boeing of the SPE suppliers in accordance with the supplier selection date(s) as set forth in Attachment A of this Letter Agreement. If Customer selects a seat, galley or galley insert supplier that is not on the Boeing offerable supplier list, such seat, galley or galley insert will, subject to Boeing approval, become BFE and the provisions of Exhibit A, Buyer Furnished Equipment Provisions Document, of the AGTA will apply.
2.2 Supplier Agreements. Customer will enter into initial agreements with the selected suppliers within ten (10) days of the selection date(s) for the supplier to actively participate with Customer and Boeing in coordination actions including the Initial Technical Coordination Meeting (ITCM). Customer will enter into final agreements with selected suppliers for the following additional provisions in accordance with the supplier agreement date(s) within thirty (30) days of the ITCM or as otherwise identified by Boeing:
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(i) | for emergency/miscellaneous equipment, providing standard supplier pricing, product support, warranty, spares, training and any additional support defined by Customer will be a direct pass through to Customer at time of Aircraft delivery; |
(ii) | for seats, galleys, galley inserts, and in-flight entertainment and cabin communications systems (IFE/CCS), negotiating price directly with the suppliers, product support including spares support, warranty, training and any additional support defined by the Customer. Customer shall provide suppliers’ pricing to Boeing and shall obtain suppliers’ agreement to accept Boeing’s purchase orders reflecting the Customer negotiated pricing. |
2.3 Configuration Requirements. Customer is responsible for selecting equipment which is FAA certifiable at time of Aircraft delivery, or for obtaining waivers from the applicable regulatory agency for non-FAA certifiable equipment. Customer will meet with Boeing and the selected SPE suppliers in the ITCM and any other scheduled meetings in order to:
(i) | for emergency/miscellaneous equipment, provide to Boeing the selected part specification/Customer requirements; |
(ii) | for in-flight entertainment and cabin communications systems (IFE/CCS), participate with Boeing in meetings with such suppliers to ensure that suppliers’ functional system specifications meet Customer’s and Boeing’s respective requirements; |
(iii) | for galleys, provide to Boeing the definitive galley configuration requirements, including identification of refrigeration requirements and fixed and removable insert equipment by quantity, manufacturer and part number not later than eight (8) weeks prior to galley supplier selection dates in Attachment A. |
(iv) | for seats, Customer provide to Boeing the definitive seat configuration requirements not later than eight (8) weeks prior to seat supplier selection dates in Attachment A. |
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3. Boeing Responsibilities.
3.1 Supplier Selection
3.1.1 Bidder’s List. For information purposes, Boeing will submit to Customer a bidder’s list of existing suppliers of seats and galleys one hundred twenty (120) days prior to the supplier selection date(s) referred to in paragraph 2 (i) above.
3.1.2 Request for Quotation (RFQ). Approximately ninety (90) days prior to the supplier selection date(s), Boeing will issue its RFQ inviting potential bidders to submit bids for the galleys and seats within thirty (30) days of the selection date.
3.1.3 Bidders Summary. Not later than fifteen (15) days prior to the supplier selection date(s), Boeing will submit to Customer a summary of the bidders from which to choose a supplier for the galleys and seats. The summary is based on an evaluation of the bids submitted using price, weight, warranty and schedule as the criteria.
3.2 Additional Boeing responsibilities:
(i) | placing and managing the purchase orders with the suppliers; |
(ii) | coordinating with the suppliers on technical issues; |
(iii) | for seats, galleys, galley inserts and IFE/CCS confirming the agreed to pricing with both the Customer and supplier; |
(iv) | for IFE/CCS providing Aircraft interface requirements to suppliers and assisting suppliers in the development of their IFE/CCS system specifications and approving such specifications; |
(v) | ensuring that the delivered SPE complies with the part specification; |
(vi) | obtaining certification of the Aircraft with the SPE installed; |
(vii) | for miscellaneous/emergency equipment, obtaining standard supplier pricing, and obtaining for Customer copies of product support, warranty, spares, training, and any additional support documentation defined by the Customer which shall be provided to Customer prior to delivery of the Aircraft. |
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4. IFE/CCS Software.
IFE/CCS may contain software of the following two types:
4.1 Systems Software. The software required to operate and certify the IFE/CCS systems on the Aircraft is the Systems Software and is part of the IFE/CCS.
4.2 Customer’s Software. The software accessible to the Aircraft passengers which controls Customer’s specified optional features is Customer’s Software and is not part of the IFE/CCS.
4.2.1 Customer is solely responsible for specifying Customer’s Software functional and performance requirements and ensuring that Customer’s Software meets such requirements. Customer and Customer’s Software supplier will have total responsibility for the writing, certification, modification, revision, or correction of any of Customer’s Software. Customer shall be responsible for and assumes all liability with respect to Customer’s Software.
4.2.2 The omission of any Customer’s Software or the lack of any functionality of Customer’s Software will not be a valid condition for Customer’s rejection of the Aircraft at the time of Aircraft delivery.
4.2.3 Boeing has no obligation to approve any documentation to support Customer’s Software certification. Boeing will only review and operate Customer’s Software if in Boeing’s reasonable opinion such review and operation is necessary to certify the IFE/CCS system on the Aircraft.
4.2.4 Boeing shall not be responsible for obtaining FAA certification for Customer’s Software.
5. Price.
5.1 Advance Payments. An estimated SPE price is included in the Advance Payment Base Prices shown in Table 1 for the purpose of establishing the advance payments for the Aircraft.
5.2 Aircraft Price. The Aircraft Price will be adjusted to reflect the actual costs charged to Boeing by the SPE suppliers and transportation charges.
6. Changes.
After Customer’s acceptance of this Letter Agreement, any changes to SPE may only be made by and between Boeing and the SPE suppliers. Customer requested changes to the SPE after execution of this Letter Agreement shall be made by Customer in writing directly to Boeing for approval and for coordination by Boeing with the SPE supplier. Any such change to the configuration of the Aircraft shall be subject to price and offerability through Boeing’s master change or other process for amendment of the Purchase Agreement.
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7. Proprietary Rights.
Boeing’s obligation to purchase SPE will not impose upon Boeing any obligation to compensate Customer or any supplier for any proprietary rights Customer may have in the design of the SPE.
8. Remedies.
8.1 If Customer does not perform its obligations as provided in this Letter Agreement or if supplier fails (for any reason other than a default by Boeing under the purchase order terms) to deliver conforming SPE per the schedule set forth in the purchase order, then, in addition to any other remedies which Boeing may have by contract or under law, Boeing may:
8.1.1 revise the schedule delivery month of the Aircraft to accommodate the delay in delivery of the conforming SPE and base the calculation of the Escalation Adjustment on such revised delivery month;
8.1.2 deliver the Aircraft without installing the SPE;
8.1.3 substitute a comparable part and invoice Customer for the cost; and
8.1.4 increase the Aircraft Price by the amount of Boeing’s additional costs attributable to such noncompliance, including but not limited to, disruption costs associated with out of sequence work by Boeing, any charges due to a supplier’s failure to perform in accordance with an SPE program milestones as established by Boeing and agreed to by the supplier and particularly with respect to late delivery of such SPE.
8.2 Additionally, if delivery of SPE seats does not support the delivery of the Aircraft in its scheduled delivery month, Customer agrees that:
8.2.1 Boeing may elect to deliver the Aircraft and Customer will accept delivery of the Aircraft in the scheduled delivery month in a zero occupancy configuration:
8.2.1.1 if Boeing elects to deliver in a zero occupancy configuration, Boeing will provide Customer with a retrofit offer, including price and schedule, for a service bulletin and remote certification in support of the post-delivery installation of the seats; and
8.2.2 Boeing may charge Customer for Boeing’s additional costs attributable to, but not limited to, disruption costs associated with out of sequence work by Boeing and any charges due to late delivery of such seats.
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8.2.3 Prior to Boeing imposing remedies under this subsection 8.2, Boeing will make reasonable efforts to notify Customer in a timely manner if delivery of SPE seats will not support the delivery of the Aircraft. Boeing and Customer agree to discuss the noncompliance that resulted in the late delivery of the SPE seats and discuss alternate remedies under this Section 8 if appropriate.
In lieu of the terms set forth in paragraphs 8.1 and 8.2 above, Customer may select the alternate remedy provisions set forth in this paragraph 8.3. Customer must provide notice of its election to utilize this paragraph 8.3 by providing written notice to Boeing no later than twenty four (24) months prior to the first day of the first month of the first Aircraft’s Three Month Delivery Window (Remedy Election Notice). Should Customer not deliver the Remedy Election Notice within the prescribed time period, this paragraph 8.3 shall not apply to Boeing’s purchase of SPE on Customer’s behalf and the terms of paragraphs 8.1 and 8.2 shall be in full force and effect for all Aircraft under this Purchase Agreement. Upon Customer’s timely delivery of the Remedy Election Notice indicating its election to utilize the alternate remedy terms in this paragraph 8.3, the parties will execute a Supplemental Agreement to the Purchase Agreement removing paragraphs 8.1 and 8.2 from this Letter Agreement and including the following terms applicable to SPE:
8.3.1 Boeing will charge Customer a fee equal to ten (10%) of the escalated price of the actual SPE equipment purchased and installed on the Aircraft. Such fee will be due and payable upon Aircraft delivery and included in the final invoice for the Aircraft;
8.3.2 If Customer’s nonperformance of its obligations in this Letter Agreement causes a delay in the delivery of the Aircraft or causes Boeing to perform out-of-sequence or additional work, Customer will reimburse Boeing for all resulting expenses and be deemed to have agreed to any such delay in Aircraft delivery. In addition, Boeing will have the right to:
8.3.2.1 delay delivery of the Aircraft;
8.3.2.2 deliver the Aircraft without installing the SPE;
8.3.2.3 provide and install suitable alternate equipment and invoice Customer for the associated cost; and/or
8.3.2.4 increase the Aircraft Price by the amount of Boeing’s additional costs attributable to such noncompliance.
Title and risk of loss of the SPE will remain with Boeing until the Aircraft is delivered to Customer.
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10. Customer’s Indemnification of Boeing.
Customer will indemnify and hold harmless Boeing from and against all claims and liabilities, including costs and expenses (including attorneys’ fees) incident thereto or incident to successfully establishing the right to indemnification, for injury to or death of any person or persons, including employees of Customer but not employees of Boeing, or for loss of or damage to any property, including Aircraft, arising out of or in any way connected with any nonconformance or defect in any SPE and whether or not arising in tort or occasioned in whole or in part by the negligence of Boeing. This indemnity will not apply with respect to any nonconformance or defect caused solely by Boeing’s installation of the SPE.
11. Definition.
For purposes of the above indemnity, the term Boeing includes The Boeing Company, its divisions, subsidiaries and affiliates, the assignees of each, and their directors, officers, employees and agents.
Very truly yours,
THE BOEING COMPANY | ||||
By | /s/ Xxxxxxx X. Xxxxxxx | |||
Its | Attorney-In-Fact | |||
ACCEPTED AND AGREED TO this | ||||
Date: | September 18, 2012 | |||
AVOLON AEROSPACE LEASING LIMITED | ||||
By | /s/ Xxx Xxxx | |||
Its | Director |
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Seller Purchased Equipment | ||||
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Attachment A to
Letter Agreement VLS-PA-03815-LA-1208472
Customer will:
1.1 Select and notify Boeing of the suppliers and part numbers of the following SPE items by the following dates:
Galley System |
**** | |
**** | ||
Galley Inserts | **** | |
**** | ||
Seats (passenger) | **** | |
**** | ||
Overhead & Audio System | **** | |
**** | ||
In-Seat Video System | **** | |
**** | ||
Miscellaneous Emergency Equipment | **** | |
**** | ||
Cargo Handling Systems* (Single Aisle Programs only) |
****
|
* | For a new certification, supplier requires notification **** months prior to Cargo Handling System on-dock date. |
** | Actual Supplier Selection dates will be provided when monthly delivery positions are available to customer. |
VLS-PA-03815-LA-1208472 Seller Purchased Equipment |
Attachment A Page 1 | |||
BOEING PROPRIETARY |
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The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208469
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Assignment of Customer’s Interest to a Subsidiary or Affiliate | |
Reference: | Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
The terms of this Letter Agreement will prevail in the event of any conflict between this Letter Agreement and any provision in the Purchase Agreement.
1. Assignment of Customer’s Interest.
This Letter Agreement sets forth the conditions under which Boeing may consent to Customer’s request for an assignment of Customer’s rights and interest under the Purchase Agreement to a subsidiary or affiliate of Customer. Boeing’s consent to such assignment request at any time prior to or at time of delivery of the Aircraft will require that: (i) Customer provide Boeing with a guarantee, in a form satisfactory to Boeing, of Customer’s performance of all its obligations under the Purchase Agreement; (ii) Customer, and Customer’s assignee, be subject to Boeing’s rights as defined in Section 2, below; (iii) such assignment shall not constitute a novation of the Purchase Agreement; (iv) Boeing shall not be subject to any additional liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement; and, (v) the assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing.
2. Change of Control Event.
In the event of a Change of Control, as defined herein, Boeing shall have the right to assume all rights of Customer, and of Customer’s assignee, under the Purchase Agreement with respect to any affected Aircraft by paying an amount equal to the aggregate of the advance payments received and retained by Boeing under the Purchase Agreement for any such Aircraft. A Change of Control shall mean the occurrence of any one or more of the following events: (i) any party taking any action to foreclose or otherwise exercise any right such party may have to control or otherwise direct Customer’s assignee pursuant to a security agreement, pledge or otherwise;
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(ii) any change of ownership or control of Customer’s assignee whether through sale, merger, consolidation or otherwise or whether through foreclosure, enforcement of a security interest, or otherwise resulting from the acts of any party; (iii) the creation of any lien upon the assets of Customer’s assignee or any pledge of any ownership or other interest in Customer’s assignee to any party, or (iv) the bankruptcy (whether voluntary, involuntary or otherwise) or insolvency of Customer’s assignee.
3. Assignment.
This Letter Agreement is provided as an accommodation to Customer in consideration of its relationship with Boeing, and cannot be assigned in whole or in part.
4. Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
Very truly yours,
THE BOEING COMPANY | ||
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact | |
ACCEPTED AND AGREED TO this |
Date: | September 18, 2012 | |
AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
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Assignment of Customer’s Interest to a Subsidiary or Affiliate | ||||
BOEING PROPRIETARY |
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The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208471
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Open Matters for 737-8 and 737-9 Aircraft | |
Reference: | Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Given the long period of time between Purchase Agreement signing and delivery of the first Aircraft and the continued development of the **** program, certain elements have not yet been defined. In consideration, Boeing and Customer agree to work together as the **** program develops as follows:
1. Aircraft Delivery Schedule.
1.1 Table 1A for the **** Aircraft and Table 1B for the **** Aircraft provide the delivery positions for the Aircraft in **** delivery windows (****Delivery Window) consisting of a nominal delivery month (Nominal Delivery Month), plus and minus ****. The ****Delivery Window may not necessarily be **** prior to the Nominal Delivery Month of Customer’s first Aircraft in each calendar year, Boeing will provide Customer the delivery month for each Aircraft with a Nominal Delivery Month in such calendar year.
1.2 If, prior to the notice of the delivery month described in paragraph 1.1, Customer provides written notice to Boeing of a signed letter of intent with a lessee for a specific Nominal Delivery Month, Boeing will reserve that particular Aircraft for that lessee in the Nominal Delivery Month for **** calendar days from the date of customer’s notice (LOI Period). If Customer provides written notice of firm agreement with the lessee during the LOI Period, the Nominal Delivery Month will be established as the delivery month of the Aircraft. If the LOI Period expires without Customer providing notice of firm agreement with the lessee for the Nominal Delivery Month, Boeing may provide an alternate delivery month for the Aircraft within the **** Delivery Window.
1.3 The notices provided by Boeing pursuant to paragraph 1.1 and 1.2 will constitute an amendment to Table 1A and Table 1B of the Purchase Agreement. The
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amended Table 1A and Table 1B shall be the scheduled delivery positions for the purposes of applying all provisions of the Purchase Agreements, including without limitation the BFE on-dock dates, calculation of Escalation Adjustment, and determination of the advanced payment schedule, however, the amended Table 1A and Table 1B will not revise or change the Advance Payment Base Price for the Aircraft.
2.1 Boeing, at its sole discretion, shall have a one-time right to slide or accelerate delivery of up to **** of the Aircraft delivery positions in each year beginning in **** (Flexible Delivery Right), subject to the following terms and conditions:
(i) | Boeing will provide written notice to Customer of its intent to exercise a Flexible Delivery Right (Flexible Delivery Notice) no later than the **** day of the month that is **** months prior to the **** day of the **** month of the applicable **** Delivery Window; |
(ii) | The applicable Aircraft delivery position may be slid or accelerated no more than **** months from the Nominal Delivery Month; and |
(iii) | Boeing may slide or accelerate a particular delivery position only once. |
2.2 For any Aircraft for which the month of delivery has been rescheduled under this Section 2, the calculation of the Escalation Adjustment will be based on the revised delivery month established for such Aircraft and the advance payment schedule for such Aircraft will be adjusted to reflect the revised delivery month.
2.3 Customer and Boeing will execute a supplemental agreement to the Purchase Agreement to incorporate the revised scheduled month of delivery of the Aircraft within **** days of the Flexible Delivery Notice.
3.1 The initial configuration of Customer’s Model **** Aircraft and **** Aircraft has been defined by Boeing Model **** basic specification ****, dated **** (Initial Configuration). Final configuration of the Aircraft (Final Configuration) will be completed using the then-current Boeing configuration documentation in accordance with the following schedule:
3.1.1 No later than **** months prior to the **** Aircraft’s scheduled delivery, Boeing and Customer will discuss potential optional features.
3.1.2 Within **** days after that meeting, Boeing will provide Customer with a proposal for those optional features that can be incorporated into the Aircraft during production.
3.1.3 Customer will then have **** days to accept or reject the optional features.
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3.1.4 Within **** days following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:
3.1.4.1 Changes applicable to the basic Model **** aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration.
3.1.4.2 Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing (Customer Configuration Changes);
3.1.4.3 Revisions to the Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE;
3.1.4.4 Changes to the Optional Features Prices, and Aircraft Basic Price to adjust for the difference, if any, between the prices estimated in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes. Such changes will not result in a change to the Advance Payment Base Price provided in Table 1. Optional Features Prices will comply with the provisions of paragraph 6 of letter agreement VLS-PA-03815-LA-1208481 “Special Matters”.
Boeing is designing the **** Aircraft with the intent of providing similar or better takeoff performance than the **** when similar thrust ratings are considered at normal operating conditions. Similarly, Boeing is designing the **** Aircraft with the intent of providing similar or better takeoff performance than the **** when similar thrust ratings are considered at normal operating conditions. Boeing will provide Customer with a takeoff guarantee for the **** Aircraft and **** Aircraft when Customer has confirmed relevant configuration choices of MTOW and engine thrust. At Customer’s request, comparative takeoff performance information may be provided after **** to assist Customer in the appropriate thrust selection for their lessee’s operations.
5. Customer Support Variables.
5.1 The initial customer support package contained in Supplemental Exhibit CS1 to the Purchase Agreement is predicated upon the **** customer support package. Boeing intends to further refine the post-delivery support package for the **** and will provide this revised package to Customer no later than **** months prior to the **** scheduled delivery quarter of the first Aircraft. The provision of such revised Supplemental Exhibit CS1 will constitute an amendment to the Purchase Agreement and will provide the Customer in aggregate an overall Boeing post-delivery support package that is equivalent to, or better than, the Supplemental Exhibit CS1 included in the Purchase Agreement as of the date of this Letter Agreement.
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5.2 Additionally, Boeing will engage in discussions with Customer in conjunction with the providing of the updated Supplemental Exhibit CS1 to offer to Customer additional uniquely tailored post-delivery support services beyond the scope of the Supplemental Exhibit CS1 that will further enhance the maintainability and operational efficiency of the Aircraft.
Boeing and Customer acknowledge that as they work together to develop the **** program and as Boeing refines the definition of the Aircraft and associated production processes, there may be a need to execute or amend letter agreements addressing one or more of the following:
6.1 Software. Additional provisions relating to software and software loading.
6.2 Seller Purchased Equipment (SPE) and/or In-Flight Entertainment (IFE). Provisions relating to the terms under which Boeing may offer or install SPE in the Aircraft.
6.3 Buyer Furnished Equipment (BFE). Provisions relating to the terms under which Boeing may install and certify Customer’s BFE in the Aircraft.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
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Very truly yours,
THE BOEING COMPANY | ||
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact | |
ACCEPTED AND AGREED TO this |
Date: | September 18, 2012 |
AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
VLS-PA-03815-LA-1208471 |
||||
Open Matters for 737-8 and 737-9 Aircraft |
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The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208473
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: |
Export-Import Bank Financing Application Disclosure | |
Reference: |
Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. ****.
2. Confidentiality.
The information contained in this Agreement represents confidential business information and has value precisely because it is not available generally or to other parties. Customer therefore agrees to limit disclosure of the information contained in this Agreement to employees of Customer with a need to know or to certain other entities (including Customer’s legal advisors, financiers or governmental authorities) in order to assist Customer in evaluating Customer’s purchase of the Aircraft and who in turn agree not to disclose its contents to any other person or entity without the prior written permission of Boeing.
Very truly yours,
THE BOEING COMPANY | ||
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact | |
ACCEPTED AND AGREED TO this | ||
Date: | September 18, 2012 |
VLS-PA-03815-LA-1208473 Export-Import Bank Financing Application Disclosure |
LA Page 1 | |||
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AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
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Export-Import Bank Financing Application Disclosure | ||||
BOEING PROPRIETARY |
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The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208474
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Leasing Matters | |
Reference: | Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
It is understood that Customer intends to lease the Aircraft to a third party or parties (Lessee or Lessees) and that such Lessees will be in the commercial airline business as an operator of aircraft. This Letter Agreement relates to certain services that Boeing will provide to such Lessees.
1. Lease of Aircraft Prior to Delivery.
In most cases, leases will be entered into prior to delivery of the Aircraft to be leased. The parties understand that provisions related to lease of an Aircraft and assignment of Purchase Agreement rights related thereto are contained in Article 9 of the AGTA.
2. Identification of Lessee(s).
2.1 At the time of execution of the Purchase Agreement, Customer has not identified Lessees to Boeing for any of the Aircraft. Customer agrees to give Boeing written notice as soon as reasonably practicable [(preferably **** or more months prior to the month during which a particular Aircraft is scheduled for delivery)] of the name and address of the applicable Lessee, the month of Aircraft delivery, the desired country of registration, the manufacturer’s serial number, and the term of the lease. If a configuration for the Aircraft identified for a Lessee has not been defined by **** prior to the scheduled month of delivery, then Boeing reserves the right to implement such Aircraft into production in the Customer’s baseline configuration set forth in Exhibit A1 or Exhibit A2 to the Purchase Agreement, as applicable. It is understood that identifying a Lessee within the preferred time frame does not assure that all desired configuration changes will be available for the Aircraft identified for the Lessee (e.g. If Lessee requires a configuration that complies with the Head Impact Criteria (HIC) requirements, then Customer must identify Lessee and configuration no later than **** prior to delivery).
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2.2 Promptly after such notification for other than U.S. registered aircraft, Boeing will give Customer written notice as to whether such Aircraft can be delivered no later than its contract delivery month and in a configuration such that an Export Certificate of Airworthiness can be obtained for the desired country of registry requested.
2.3 In the event Boeing determines that obtaining such requested Export Certificate of Airworthiness would result in delivery of such Aircraft later than its contract delivery month, the Aircraft will be certified with a Standard Airworthiness Certificate and Customer will, upon tender of delivery of the Aircraft in accordance with the Purchase Agreement, accept delivery of such Aircraft with such Standard Airworthiness Certificate.
3. Customer Support.
3.1 It is recognized by Boeing that the Lessees to be identified under paragraph 2 above may have different requirements with regard to training, services and Materials applicable to the Aircraft. For the purpose of this Letter Agreement, and in order to determine the applicability of either Supplemental Exhibit CS1-1, CS1-2 or CS1-3 (and Parts thereof) to each of the Lessees, the Customer Support categories listed below will apply. Applicability of these categories will be at the sole discretion of Boeing and may be modified by Boeing to meet the specific circumstances of the Lessee.
(i) | Category 1 is for a new model introduction into the Lessee’s fleet. The Lessee does not operate and is not scheduled to accept delivery of an aircraft that is in the same model family as the Aircraft prior to delivery of Customer’s Aircraft to the Lessee. |
(ii) | Category 2 is for a major sub-model differences introduction into the Lessee’s fleet. The Lessee operates or is scheduled to accept delivery of an aircraft that is in the same model family as the Aircraft prior to delivery of Customer’s Aircraft to the Lessee and is not determined to be Category 3. |
(iii) | Category 3 is for a minor sub-model differences introduction into the Lessee’s fleet. The Lessee operates or is scheduled to accept delivery of an aircraft that is the same sub-model or a sub-model with minor variation from the Aircraft prior to delivery of Customer’s Aircraft to the Lessee. |
3.1.1 After Customer identifies the Lessee of an Aircraft to Boeing, Boeing will promptly give written notice to Customer of the Customer Support category and which Customer Support Document (Supplemental Exhibit CS1-1, CS1-2 or CS1-3) in the Purchase Agreement is applicable to such Lessee. For avoidance of doubt, Boeing will be obligated to provide only one Customer Support Document package (CS1-1, CS1-2 or CS1-3) to any Lessee.
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3.1.2 Boeing will provide the training, services and Materials set forth in Supplemental Exhibit CS1-1, CS1-2 or CS1-3 to the Purchase Agreement under the terms, conditions and provisions thereof to Lessees in Categories 1, 2 or 3 respectively; provided, that such Lessees are the initial Lessees of the Aircraft.
3.2 Prior to the provision of any training, services and Materials, Customer and Lessee will enter into a partial assignment of certain rights and duties under the Purchase Agreement containing terms and conditions essentially as set forth in Attachment A to this Letter Agreement. Such partial assignment will relate only to training, services and Materials, will not assign warranty or other rights under the Purchase Agreement, which will be reserved until delivery and assigned at that time, and will be subject to Boeing’s consent pursuant to the provisions of Article 9 of the AGTA. Notwithstanding the assignment described herein, Customer acknowledges that it remains responsible for performance of all the terms and conditions of the Purchase Agreement. In addition, Customer will require Lessee to provide the protections described in Article 8 of the AGTA. Customer expressly agrees that Boeing’s providing all or part of the training, services and Materials prior to receipt of the insurance certificate described in Article 8 of the AGTA or other evidence of Lessee’s compliance with the provisions of Article 8 of the AGTA, will not release Customer from any obligations described herein.
4. Spare Parts.
4.1 It is understood that the Lessee of each Aircraft will require spare parts to support operations of the Aircraft. For any Lessee that has a Spare Parts General Terms Agreement (GTA) or Customer Services General Terms Agreement (CSGTA) with Boeing, promptly after the Lessee is identified as provided in paragraph 2 above, Boeing will provide notice to Customer that the lessee may enter into a GTA supplement or use the Lessee’s CSGTA for the acquisition of initial and sustaining spare parts for the leased Aircraft.
4.2 For any Lessee that does not have a GTA or CSGTA with Boeing, Boeing and Customer agree that, upon execution of an assignment in a form acceptable to Boeing, Customer’s CSGTA may be utilized for a period not to exceed **** from the date of the Lessee notice, for the acquisition by the Lessee of initial and sustaining spare parts for the Lessee’s Aircraft. During this period, Boeing will enter into good faith negotiations with the Lessee for their own CSGTA with Boeing. Promptly after such Lessee is identified, Boeing, Customer and Lessee will enter into the assignment described in Article 15 of Customer’s CSGTA. Once assigned, Boeing will provide notice that the Lessee may, for the specified period, use Customer’s CSGTA for the acquisition of initial and sustaining spare parts for the leased Aircraft. The CSGTA payment provisions will apply for the Spare Parts ordered by the lessee for the Aircraft; provided, however, the **** payment provisions are subject to approval of the Lessee’s credit by Boeing.
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In the event of late notification by Customer of the identity of the Lessee as required by paragraph 2 above, Boeing’s ability to schedule and provide the training, services and Materials and initial provisioning of spare parts to support a Lessee’s operation of the Aircraft may be subject to subcontracting of such support services to third parties or to severe curtailment of such training, services and Material if such subcontracting is not practicable.
6. Assignment of Additional Rights at Delivery.
At the time of delivery by Boeing of any Aircraft to Customer and Customer’s re-delivery of an Aircraft to an initial Lessee, Customer and Lessee will enter into an assignment of the remaining rights and duties under the Purchase Agreement (including warranty rights), pursuant to the provisions of Article 9 of the AGTA.
Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
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Very truly yours,
THE BOEING COMPANY | ||
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact | |
ACCEPTED AND AGREED TO this |
Date: | September 18, 2012 |
AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
VLS-PA-03815-LA-1208474 Leasing Matters |
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ATTACHMENT A to
Letter Agreement VLS-PA-03815-LA-1208474
EXPLANATION & INSTRUCTIONS:
The Partial Assignment of Rights form which follows as Attachment A must be executed prior to the provision of the training, services and Materials described in the applicable Supplemental Exhibit (Customer Support Document) to the Purchase Agreement. It assigns only rights described in such document and does not assign warranty or other rights under the Purchase Agreement, which are reserved until delivery and are assigned at that time.
VLS-PA-03815-LA-1208474 Leasing Matters |
Attachment A Page 1 | |||
BOEING PROPRIETARY |
Boeing Commercial Airplanes
X.X. Xxx 0000
Xxxxxxx, Xxxxxxxxxx 00000-0000
Attention: | Vice President — Contracts |
Mail Stop 75-38
Subject: | Partial Assignment of Rights — Avolon Aerospace Leasing Limited as Lessor and as Lessee of Model 737-8 Aircraft |
Gentlemen:
In connection with the lease by Avolon Aerospace Leasing Limited (Customer) to (Lessee) of a Boeing aircraft (more fully described below), reference is made to the following documents:
(i) | Purchase Agreement Xx. XX-00000 dated as of , 20 , between The Boeing Company (Boeing) and Customer, as amended and supplemented (Purchase Agreement), under which Customer purchased Boeing Model 737-8 aircraft, including certain aircraft which have been designated for lease to Lessee (Aircraft). |
(ii) | Aircraft General Terms Agreement No. AGTA-VLN dated as of , 20 , between Boeing and Customer, as amended and supplemented (AGTA), which defines terms and conditions referenced in the Purchase Agreement. |
(iii) | + dated as of , 20 between Customer and Lessee relating to the lease of the Aircraft (Lease). |
Pursuant to the Lease, Customer has agreed to lease the Aircraft to Lessee. Included in such Lease is the transfer to Lessee of certain rights to receive training, support and services, and other things related to the Aircraft under the provisions of Supplemental Exhibit CS1 (Customer Support Document) to the Purchase Agreement. In order to accomplish such transfer of such rights, as authorized by the provisions of Article 9 of the AGTA, the parties agree as follows:
1. Lessee’s Agreement to be Bound.
In consideration of Boeing’s acknowledgment of this notice, Lessee, its successors and permitted assigns, hereby agree to be bound by and comply with all applicable terms, conditions, and limitations of the Purchase Agreement including, without limitation, the exclusion of liability, disclaimer, and insurance provisions of the AGTA as incorporated into the Purchase Agreement.
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2. Lessee’s Insurance.
Boeing’s obligation to provide the training, services and Materials to Lessee is conditioned on the receipt by Boeing of evidence of compliance by Lessee with the insurance requirements set forth in Article 8.2 of the AGTA, prior to the provision of such training, services and Materials.
3. Continuing Lessor Rights and Obligations.
Customer reserves to itself all rights, claims and interests it may have under the Purchase Agreement not expressly assigned to Lessee hereunder and Customer acknowledges that it remains responsible to perform all of the terms and conditions of the Purchase Agreement, including without limitation responsibility (i) for any payments due Boeing with respect to the Aircraft under Article 3 (Price) and Article 4 (Payment) of the Purchase Agreement and any Spare Parts or Leased Parts for the Aircraft ordered by Customer under Customer’s CSGTA, and (ii) for the risk protections specified in Article 8 of the AGTA.
4. Appointment of Lessee.
Customer hereby assigns to Lessee the sole authority to exercise all rights and powers of Customer with respect to the training, services and Materials under the Customer Support Document to the Purchase Agreement. Such authorization will continue until Boeing will have received from Customer written notice to the contrary addressed to Boeing’s Vice President — Contracts, X.X. Xxx 0000, Xxxxxxx, Xxxxxxxxxx 00000-0000 (by courier: 0000 Xxxxxxxxx Xxxxxx XX, Xxxxxx, XX 98055). Until Boeing will have received such notice, Boeing will be entitled to deal exclusively and solely with Lessee with respect to the training, services and Materials and with respect to the rights, powers, duties or obligations under the Customer Support Document to the Purchase Agreement, and all actions taken by Lessee or agreements entered into by Lessee with respect to such training, services and Materials during the period prior to Boeing’s receipt of such notice will be final and binding upon Customer.
5. Modification, Revision or Substitution of Training, Services and Materials.
Customer and Lessee agree that the appointment of Lessee set forth in paragraph 4 herein includes the authority, with Boeing’s agreement, to modify, revise or substitute the form, type, and scope of the training, services and Materials; provided however, that such modification, revision or substitution does not create any additional financial obligation by Customer to Boeing. It is further understood and agreed that the provisions of this assignment (including but not limited to matters of exclusion of liability, disclaimer, and insurance) will apply to the provision by Boeing of such modified, revised or substituted training, services and Materials to the same extent as if they were specifically described in the Purchase Agreement.
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Attachment A Page 3 | |||
BOEING PROPRIETARY |
6. Boeing Rights and Obligations.
Customer and Lessee confirm expressly for the benefit of Boeing that nothing in this assignment will (i) subject Boeing to any obligation or liability to which it would not otherwise be subject under the Purchase Agreement or limit, restrict, or change in any respect Boeing’s rights, representations, warranties, indemnities or other agreements thereunder, except as otherwise expressly provided herein, (ii) limit any rights of set-off Boeing may have under applicable law, or (iii) require Boeing to divest itself of title to or possession of the Aircraft until delivery thereof and payment therefore as provided in the Purchase Agreement.
7. Signing in Counterparts.
This assignment may be signed by the parties hereto in separate counterparts, each of which when executed and delivered will be an original, but all such counterparts will together constitute but one and the same instrument.
8. GOVERNING LAW.
THIS AGREEMENT WILL BE GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE, AND EXCLUSIVE OF WASHINGTON’S CONFLICTS OF LAWS RULES.
Lessee hereby accepts the authorizations set forth in paragraphs 4 and 5 herein.
We request that Boeing, upon receipt of this letter, acknowledge receipt thereof and confirm the transfer of rights under the Purchase Agreement as set forth above, by signing the acknowledgment set forth below and forwarding one copy of this letter, so acknowledged, to each of the undersigned.
VLS-PA-03815-LA-1208474 Leasing Matters |
Attachment A Page 4 | |||
BOEING PROPRIETARY |
IN WITNESS WHEREOF, the parties hereto have caused this Partial Assignment of Rights agreement to be duly executed as of the dates written below.
Very truly yours,
Avolon Aerospace Leasing Limited | ||
By |
| |
Its
|
Attorney-In-Fact
| |
ACCEPTED AND AGREED TO this | ||
Date: |
| |
+[NAME OF LESSEE] | ||
By |
| |
Its |
|
VLS-PA-03815-LA-1208474 Leasing Matters |
Attachment A Page 5 | |||
BOEING PROPRIETARY |
Boeing Acknowledgment
Receipt of the above letter acknowledged and transfer of rights under the Purchase Agreement with respect to the Aircraft as described above confirmed, effective as of the date indicated below:
THE BOEING COMPANY | ||
By |
| |
Its | Attorney-In-Fact | |
Date: |
, 20 |
VLS-PA-03815-LA-1208474 Leasing Matters |
Attachment A Page 6 | |||
BOEING PROPRIETARY |
![]() |
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208475
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Liquidated Damages **** |
Reference: | Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
****: Delay in delivery of any Aircraft beyond the last day of the delivery month (Scheduled Delivery Month) established in the Purchase Agreement by any cause that is ****for which Customer is otherwise entitled to a remedy from Boeing pursuant to applicable law.
Boeing agrees to pay Customer liquidated damages **** (collectively the ****. The amount of liquidated damages will be derived from data in the most recent Aircraft Information Services, Inc. (AISI), Aircraft Value Analysis Company (AVAC), and Ascend (together, Industry Data) publications at the time Customer receives notice of a **** from Boeing. The Industry Data average for the most recent **** years of published lease rates for the Boeing Model **** aircraft (or a **** model aircraft if Industry Data does not contain **** data) or the Boeing Model **** (or a **** model aircraft if Industry Data does not contain **** data), as applicable, will be divided by thirty (30) days to determine the rate per day (Daily Rate). In no event will the amount paid exceed an aggregate sum of **** of the Daily Rate (Liquidated Damages). Liquidated Damages shall be payable at (i) actual delivery of the Aircraft, or, (ii) in the event of a termination pursuant to Section 3 below, at the later to occur of the **** of the Scheduled Delivery Month or **** after the effective date of the termination.
2. Interest.
In addition to the Liquidated Damages in Section 1, for each day of **** commencing **** after the Scheduled Delivery Month, Boeing will pay Customer interest calculated as follows (Interest):
VLS-PA-03815-LA-1208475 Liquidated Damages **** |
LA Page 1 | |||
BOEING PROPRIETARY |
The product of the daily interest rate (computed by dividing the interest rate in effect for each day by three hundred sixty-five (365) day, or three hundred sixty-six (366) days, as the case may be) times the entire amount of advance payments received by Boeing for such Aircraft. The interest rate in effect for each day shall be computed using the **** effective the first business day of the calendar quarter and reset each calendar quarter.
Such interest will be calculated on a simple interest basis and paid in full at the same time as the Liquidated Damages.
Customer will not have the right to refuse to accept delivery of any Aircraft **** unless and until the aggregate duration of the Non-Excusable Delay for such Aircraft exceeds **** Period). Within **** of receipt of written notice from Boeing that delivery of an Aircraft will be delayed beyond the **** Period, either party may terminate the Purchase Agreement as to such Aircraft by written or telegraphic notice given to the other. If neither Party terminates the Purchase Agreement within said **** period the Purchase Agreement will remain in effect for that Aircraft.
4. Return of Advance Payments.
If the Purchase Agreement is terminated with respect to any Aircraft for a **** Boeing will, in addition to paying Liquidated Damages and Interest as described above, promptly repay to Customer the **** received by Boeing for such Aircraft.
The remedies set forth in this Letter Agreement are Customer’s exclusive remedies for a ****and are in lieu of all other damages, claims, and remedies of Customer arising at law or otherwise for any **** in the Aircraft delivery. Customer hereby waives and renounces all other claims and remedies arising at law or otherwise for any such ****.
6. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators and cannot be assigned in whole or, in part.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
VLS-PA-03815-LA-1208475 | ||||
Liquidated Damages **** | LA Page 2 | |||
BOEING PROPRIETARY |
Very truly yours,
THE BOEING COMPANY
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact |
ACCEPTED AND AGREED TO this | ||
Date: | September 18, 2012 |
AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
VLS-PA-03815-LA-1208475 | ||||
Liquidated Damages **** | LA Page 3 | |||
BOEING PROPRIETARY |
![]() |
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208476
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Performance Matters | |
Reference: | Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Boeing and Customer (collectively the Parties) agree that **** of the 737-8 and 737-9 is based, in part, ****. Boeing will use the method described below (Block ****Verification) to determine the ****of the Aircraft. **** the terms of this Letter Agreement will determine the rights and obligations of the Parties.
1. Block ****Verification.
****
2. Rights and Obligations ****.
2.1**** In the event **** for any Aircraft, at or before the time Boeing tenders that Aircraft for delivery, Boeing will ****. Customer cannot refuse to accept delivery of such Aircraft ****, unless such Aircraft is terminated prior to delivery pursuant to the terms herein.
2.2 Post Delivery ****Compliance Deviation. In the event the ****for any Aircraft, the following terms and conditions will apply:
2.2.1 Within ****following delivery, **** airframe improvement parts and/or engine improvement parts (Improvement Parts) which****.
2.2.2 To the extent Improvement parts are provided, ****
2.2.3 If Boeing elects to provide, or to cause to be provided, Improvement Parts for such Aircraft, then Customer and Boeing will mutually agree upon ****. Boeing and/or engine manufacturer, as applicable, will provide reasonable support for such a program at no charge to Customer.
2.2.4 If Customer elects to install Improvement Parts in such Aircraft, they will be **** of such Improvement Parts to Customer if such installation can be
VLS-PA-03815-LA-1208476 | ||||
Performance Matters | LA Page 1 | |||
BOEING PROPRIETARY |
accomplished during Aircraft line maintenance. Improvement Parts which cannot be installed during Aircraft line maintenance will be installed within a mutually agreed period of time. All Improvement Parts will be installed in accordance with Boeing and engine manufacturer instructions.
2.2.5 Boeing will provide and/or will cause engine manufacturer to **** Improvement Parts related to engines ****. Boeing and/or the engine manufacturer, as applicable, will give Customer reasonable advance written notice of the estimated on-dock date at Customer’s maintenance base for any such Improvement Parts. ****
3. ****
3.1 ****Such discussions may result in an adjustment of the commercial terms of the Purchase Agreement or an alternative remedy, including termination of the Purchase Agreement in relation to the applicable Aircraft, subject to mutual agreement of the parties.
3.1.1 ****
3.1.2 ****
4. Rights and Obligations ****
4.1 **** Customer and Boeing will negotiate in good faith to reach an agreement to ****If Boeing and Customer are unable to reach agreement within a reasonable time ****, then Boeing will notify Customer in writing **** Status Notification). Within ****of receipt of the ****Status Notification from Boeing, Customer may, **** the Purchase Agreement will remain in effect for that Aircraft.
4.2 **** and, if elected, shall constitute Customer’s sole and exclusive remedy.
5. **** of Benefits.
Boeing and Customer agree it is not the intent of the parties to provide **** (a) by Boeing under the Purchase Agreement, or any other agreement between Boeing and Customer, or (b) by engine manufacturer under any agreement between engine manufacturer and Customer, ****
6. Exclusive Remedy.
Customer agrees that the remedies contained in Sections 2, 3 and 4 herein are Customer’s exclusive remedies **** and are in lieu of all other rights, remedies, claims and causes of action Customer may have, arising at law or otherwise, in connection therewith and shall constitute complete, full and final settlement and satisfaction of any and all of Boeing’s obligations and liabilities to Customer in connection therewith. Customer releases Boeing and its successors, affiliates and subsidiaries from all present, past and future rights, remedies, claims and causes of action, whether arising at law or otherwise, known or unknown, relating to or arising ****
VLS-PA-03815-LA-1208476 | ||||
Performance Matters | LA Page 2 | |||
BOEING PROPRIETARY |
7. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators and cannot be assigned in whole or, in part.
Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
Very truly yours,
THE BOEING COMPANY
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact |
ACCEPTED AND AGREED TO this | ||
Date: | September 18, 2012 |
AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
VLS-PA-03815-LA-1208476 | ||||
Performance Matters | LA Page 3 | |||
BOEING PROPRIETARY |
Attachment A to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 1
**** REFERENCE LEVEL
FOR AVOLON AEROSPACE LEASING LIMITED MODEL ****
****
SECTION | CONTENTS | |
1 | AIRCRAFT MODEL APPLICABILITY | |
2 | ****REFERENCE LEVEL | |
3 | AIRCRAFT CONFIGURATION | |
4 | CONDITIONS | |
5 | DEMONSTRATION |
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0723 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment A to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 2
1 | AIRCRAFT MODEL APPLICABILITY |
1.1 | The ****Reference Level contained in this attachment is applicable to the **** Aircraft equipped with Boeing furnished LEAP-1B engines. |
1.2 | The ****Reference Level is based on the performance of a ****Aircraft with winglets and a maximum takeoff weight of ****pounds, a maximum landing weight of **** pounds, and a maximum zero fuel weight of **** pounds, and equipped with Boeing furnished **** engines. |
2 | **** REFERENCE LEVEL |
2.1 | The **** Reference Level for a stage length of **** nautical miles in still air with a **** pound payload using the conditions and operating rules defined below is: |
****Reference Level: ****
Conditions and operating rules:
Stage Length: | The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent. | |
**** | **** | |
Takeoff: | The airport altitude is sea level. | |
The takeoff gross weight is not limited by the airport conditions. | ||
Maximum takeoff thrust is used for the takeoff. | ||
The takeoff gross weight shall conform to FAA Regulations. | ||
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. |
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0723 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment A to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 3
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. | ||
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 or multiple step climbs 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 is controlled to a maximum rate of descent equivalent to ****feet per minute at sea level. |
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0723 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment A to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 4
The temperature is standard day during descent. | ||
Approach and Landing Maneuver: | The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands. | |
The destination airport altitude is a ****. | ||
****: | ****the following shall be used as fixed quantities and allowances: | |
Taxi-Out: **** | ||
Takeoff and Climbout Maneuver: **** | ||
Approach and Landing Maneuver: **** | ||
Taxi-In **** | ||
**** | ||
**** |
2.2 | ****Operational Empty Weight Basis |
The Operational Empty Weight (OEW) derived in Paragraph 2.3 is the basis for the ****Reference Level of Paragraph 2.1.
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0723 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment A to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 5
2.3 | ****Weight Summary—Avolon Aerospace Leasing Limited |
Pounds | ||||||||
Standard Model Specification MEW |
**** | |||||||
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Avolon Aerospace Leasing Limited Manufacturer’s Empty Weight (MEW) |
**** | |||||||
**** |
**** |
(Paragraph 2.4)
Avolon Aerospace Leasing Limited Operational Empty Weight (OEW) |
**** |
Quantity | Pounds | Pounds | ||||||||||
**** |
**** | |||||||||||
**** |
**** | **** | ||||||||||
**** |
**** | **** |
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0723 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment A to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 6
2.4 Standard and Operational Items Allowance
Qty | Pounds | Pounds | Pounds | |||||||||||||||||||||
Standard Items Allowance |
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Operational Items Allowance |
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Total Standard and Operational Items Allowance |
**** |
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0723 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment A to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 7
3 | AIRCRAFT CONFIGURATION |
3.1 | ****Aircraft Configuration |
The ****Reference Level contained in this Attachment is based on the ****Aircraft configuration as defined in the original release of Detail Specification TBD, the ****Aircraft weights specified in Section 1.2 and the OEW derived in Section 2.3.
3.2 | **** Aircraft Configuration |
The configuration of the ****used to demonstrate performance relative to the ****Reference Level will be the delivered configuration of ****as defined in the Detail Specification TBD (hereinafter referred to as the Detail Specification) plus adjustments, if required, **** in Section 2.3.
4 | CONDITIONS |
4.1 | The performance data of Section 2 are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes. |
4.2 | The climb, cruise and descent portions of the mission ****Reference Level 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 ****kilowatts total electrical load. The APU is turned off unless otherwise specified. |
4.3 | The climb, cruise and descent portions of the mission block fuel commitment is based on an Aircraft center of gravity location, as determined by Boeing, not to be aft of ****percent of the mean aerodynamic chord. |
4.4 | 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. |
P.A. No. 03815 | SS12-0632 | |||
AERO-B-BBA4-M12-0723 | ||||
BOEING PROPRIETARY |
Attachment A to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 8
5 | DEMONSTRATION |
5.1 | Demonstration of the **** to the **** Reference Level shall be based on the conditions specified in Section 2 (other than the OEW and fixed allowances), the ****Aircraft configuration of Section 3 and the conditions of Section 4 and the fixed allowances of paragraph 5.2 and the OEW established in paragraph 5.4. |
5.2 | For the purpose of ****Reference Level the following shall be used as fixed quantities and allowances: |
Taxi-Out: **** |
Takeoff and Climbout Maneuver: **** |
Approach and Landing Maneuver: **** |
Taxi-In **** |
5.3 | Demonstration of the **** performance for the climb, cruise and descent portions of the **** Reference Level commitment shall be established by calculations based on flight test data obtained from a **** aircraft ****. The digital bleed is set to greater than **** occupants. |
5.4 | The OEW used for demonstrating the ****relative to the ****Reference Level shall be the **** |
5.5 | 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 demonstrate performance of the **** relative to the **** Reference Level. |
5.6 | The demonstrated performance shall be based on the performance of the airframe and engines in combination, and shall not be **** |
P.A. No. 03815 | SS12-0632 | |||
AERO-B-BBA4-M12-0723 | ||||
BOEING PROPRIETARY |
Attachment B to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 1
****REFERENCE LEVEL
FOR AVOLON AEROSPACE LEASING LIMITED MODEL ****
****
SECTION | CONTENTS | |
1 |
AIRCRAFT MODEL APPLICABILITY | |
2 |
****REFERENCE LEVEL | |
3 |
AIRCRAFT CONFIGURATION | |
4 |
CONDITIONS | |
5 |
DEMONSTRATION |
P.A. No. 03815 | SS12-0632 | |||
AERO-B-BBA4-M12-0724 | ||||
BOEING PROPRIETARY |
Attachment B to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 2
1 | AIRCRAFT MODEL APPLICABILITY |
1.1 | The ****Reference Level contained in this attachment is applicable to the ****Aircraft equipped with Boeing furnished LEAP-1B engines. |
1.2 | The ****Reference Level is based on the performance of a ****Aircraft with winglets and a maximum takeoff weight of ****pounds, a maximum landing weight of ****pounds, and a maximum zero fuel weight of **** pounds, and equipped with Boeing furnished **** engines. |
2 | ****REFERENCE LEVEL |
2.1 | The **** Reference Level for a stage length of **** nautical miles in still air with a **** pound payload using the conditions and operating rules defined below is: |
**** Reference Level: **** |
Conditions and operating rules: | ||
Stage Length: |
The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent. | |
**** |
**** | |
Takeoff: | The airport altitude is sea level. | |
The takeoff gross weight is not limited by the airport conditions. | ||
Maximum takeoff thrust is used for the takeoff. | ||
The takeoff gross weight shall conform to FAA Regulations. | ||
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. |
P.A. No. 03815 | SS12-0632 | |||
AERO-B-BBA4-M12-0724 | ||||
BOEING PROPRIETARY |
Attachment B to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 3
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 the recommended climb speed for minimum block fuel. | ||
The climb continues at the recommended climb speed for minimum block fuel 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. | ||
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 **** KCAS to an altitude of **** feet above the destination airport altitude. | |
Throughout the descent, the cabin pressure is controlled to a maximum rate of descent equivalent to **** feet per minute at sea level. | ||
The temperature is standard day during descent. | ||
Approach and Landing Maneuver: | The Aircraft decelerates to the final approach speed while extending landing gear and flaps, then descends and lands. | |
The destination airport altitude is a **** |
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0724 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment B to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 4
**** | **** the following shall be used as fixed quantities and allowances: | |
Taxi-Out: **** | ||
Takeoff and Climbout Maneuver: **** | ||
Approach and Landing Maneuver: **** | ||
Taxi-In **** | ||
**** | ||
**** |
2.2 | 737-900ER Operational Empty Weight Basis |
The Operational Empty Weight (OEW) derived in Paragraph 2.3 is the basis for the **** Reference Level of Paragraph 2.1.
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0724 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment B to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 5
2.3 | **** Weight Summary — Avolon Aerospace Leasing Limited |
Pounds | ||||||||
Standard Model Specification MEW |
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Avolon Aerospace Leasing Limited Manufacturer’s Empty Weight (MEW) |
**** | |||||||
**** |
**** | |||||||
(Paragraph 2.4) |
||||||||
Avolon Aerospace Leasing Limited Operational Empty Weight (OEW) |
**** |
Quantity | Pounds | Pounds | ||||||||||
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**** | **** |
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0724 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment B to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 6
2.4 Standard and Operational Items Allowance
Qty | Pounds | Pounds | Pounds | |||||||||||||||||||||
Standard Items Allowance |
**** | |||||||||||||||||||||||
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Total Standard and Operational Items Allowance |
**** |
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0724 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment B to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 7
3 | AIRCRAFT CONFIGURATION |
3.1 | ****Aircraft Configuration |
The ****Reference Level contained in this Attachment is based on the ****Aircraft configuration as defined in the original release of Detail Specification TBD, the ****Aircraft weights specified in Section 1.2 and the OEW derived in Section 2.3.
3.2 | ****Aircraft Configuration |
The configuration of the ****used to demonstrate performance relative to the ****Reference Level will be the delivered configuration of ****as defined in the Detail Specification TBD (hereinafter referred to as the Detail Specification) plus adjustments, if required, **** in Section 2.3.
4 | CONDITIONS |
4.1 | The performance data of Section 2 are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes. |
4.2 | The climb, cruise and descent portions of the mission ****Reference Level 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 **** kilowatts total electrical load. The APU is turned off unless otherwise specified. |
4.3 | The climb, cruise and descent portions of the mission block fuel commitment is based on an Aircraft center of gravity location, as determined by Boeing, not to be aft of ****percent of the mean aerodynamic chord. |
4.4 | 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. |
5 | DEMONSTRATION |
5.1 | Demonstration of the ****to the ****Reference Level shall be based on the conditions specified in Section 2 (other than the OEW and fixed allowances), the ****Aircraft configuration of Section 3 and the conditions of Section 4 and the fixed allowances of paragraph 5.2 and the OEW established in paragraph 5.4. |
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0724 | SS12-0632 | |||
BOEING PROPRIETARY |
Attachment B to Letter Agreement
Xx. XXX-XX-00000-XX-0000000
Page 8
5.2 | For the purpose of **** Reference Level the following shall be used as fixed quantities and allowances: |
Taxi-Out:
****
Takeoff and Climbout Maneuver:
****
Approach and Landing Maneuver:
****
Taxi-In ****
5.3 | Demonstration of the **** performance for the climb, cruise and descent portions of the **** Reference Level commitment shall be established by calculations based on flight test data obtained from a ****aircraft ****. The digital bleed is set to greater than ****occupants. |
5.4 | The OEW used for demonstrating the ****performance relative to the Block Fuel Reference Level shall be **** |
5.5 | 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 demonstrate performance of the ****relative to the **** Reference Level. |
5.6 | The demonstrated performance 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. |
P.A. No. 03815 | ||||
AERO-B-BBA4-M12-0724 | SS12-0632 | |||
BOEING PROPRIETARY |
![]() |
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208477
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Aircraft Model Substitution |
Reference: | Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Customer may substitute the purchase of Boeing Model 737-9 aircraft (Substitute Aircraft) in place of any 737-8 Aircraft with the scheduled month of delivery **** after delivery of the first 737-8 aircraft, subject to the following terms and conditions:
1. Customer’s Written Notice.
Customer shall provide written notice of its intention to substitute the purchase of a 737-8 Aircraft with the purchase of a Substitute Aircraft:
(i) | **** of the 737-8 Aircraft for which it will be substituted, provided that a Substitute Aircraft has been previously certified and delivered to Customer, or; |
(ii) | **** prior to the scheduled month of delivery of the 737-8 Aircraft for which it will be substituted, if a Substitute Aircraft has not been previously certified and delivered to Customer. |
2.****
3. Auxiliary Fuel Tanks for the Substitute Aircraft
The right to substitute the Substitute Aircraft under the terms of the Purchase Agreement excludes the installation of auxiliary fuel tanks, because such installation may delay delivery of the Substitute Aircraft up to three months.
VLS-PA-03815-LA-1208477 | ||||
Aircraft Model Substitution | LA Page 1 | |||
BOEING PROPRIETARY |
4. Definitive Agreement.
Customer’s substitution right and Boeing obligation in this Letter Agreement are further conditioned upon Customer and Boeing’s executing a definitive agreement for the purchase of the Substitute Aircraft within thirty (30) days of Customer’s substitution notice to Boeing or of Customer’s acceptance of an alternate delivery month in accordance with paragraph 2.2 above.
5. Price and Advance Payments.
The Airframe Price, Optional Features Price and, if applicable, Engine Price of each Substitute Aircraft will be as set forth in the table immediately below and will be subject to adjustment to reflect: (i) any Manufacturer Change or Operator Change affecting a Substitute Aircraft substituted in lieu of an Aircraft after the date hereof, consistent with the provisions of Article 3 of the AGTA; and (ii) any other changes to such Substitute Aircraft to which Boeing and Customer may mutually agree after the date of the detail specification identified in the table immediately below. The escalation indices and methodology used to estimate the Advance Payment Base Price (APBP) will be determined in accordance with Supplemental Exhibit AE1 to the Purchase Agreement.
VLS-PA-03815-LA-1208477 | ||||
Aircraft Model Substitution | LA Page 2 | |||
BOEING PROPRIETARY |
737-9 Substitute Aircraft Description and Price |
||||||||||
Airframe Model/MTOW: |
737-9 | **** | ||||||||
Engine Model/Thrust: |
CFM-LEAP-1B | **** | ||||||||
Airframe Price: |
**** | |||||||||
Optional Features Estimate: |
**** | |||||||||
|
|
|
|
|||||||
Sub-Total of Airframe and Features: |
**** | |||||||||
Engine Price (Per Aircraft): |
**** | |||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
**** | |||||||||
|
|
|
|
|||||||
Buyer Furnished Equipment (BFE) Estimate: |
**** | |||||||||
Seller Purchased Equipment (SPE) Estimate: |
**** | |||||||||
Detail Specification: |
**** | |||||||||
Airframe Price Base Year: |
**** |
6. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators and cannot be assigned in whole or, in part.
7. Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
VLS-PA-03815-LA-1208477 | ||||
Aircraft Model Substitution | LA Page 3 | |||
BOEING PROPRIETARY |
Very truly yours,
THE BOEING COMPANY |
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact |
ACCEPTED AND AGREED TO this | ||
Date: | September 18, 2012 |
AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
VLS-PA-03815-LA-1208477 | ||||
Aircraft Model Substitution | LA Page 4 | |||
BOEING PROPRIETARY |
![]() |
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208478
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Reconfirmation Aircraft | |
Reference: |
Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. Reconfirmation Aircraft.
1.1 In response to Customer’s request for flexibility in the total quantity of Aircraft purchased, Boeing offers Customer **** (Reconfirmation Aircraft). The delivery schedules for the Reconfirmation Aircraft are noted in the table immediately below.
Reconfirmation Aircraft Manufacturer’s Serial Number |
Nominal Delivery Month |
Three Month Delivery Window | ||
**** |
**** | **** | ||
**** |
**** | **** | ||
**** |
**** | **** | ||
**** |
**** | **** | ||
**** |
**** | **** |
1.2 On or before **** (Reconfirmation Expiration Date), Customer must provide written notice to Boeing of its desire to ****purchase of the Reconfirmation Aircraft. Concurrent with submitting its written notice to Boeing, Customer shall transfer to Boeing’s account the **** for each Reconfirmation Aircraft.
1.3 If Customer does not provide written notice to Boeing on or before the Reconfirmation Expiration Date, the purchase agreement will terminate as it relates to the Reconfirmation Aircraft **** In such event, the rights and obligations of both Boeing and Customer with respect to such Reconfirmation Aircraft will terminate and will be without further force and effect****.
VLS-PA-03815-LA-1208478 | ||||
Reconfirmation Aircraft | LA Page 1 | |||
BOEING PROPRIETARY |
1.4 The Reconfirmation Aircraft ****, Boeing may provide to Customer written notice that the purchase of the Reconfirmation Aircraft **** Boeing may terminate the Purchase Agreement as it relates to the Reconfirmation Aircraft. In such event, the rights and obligations of both Boeing and Customer with respect to the Reconfirmation Aircraft will terminate and will be without further force and effect. If terminated after ****, Boeing will **** for the Reconfirmation Aircraft. ****
2. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators and cannot be assigned in whole or, in part.
3. Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
Very truly yours,
THE BOEING COMPANY | ||
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact |
ACCEPTED AND AGREED TO this | ||
Date: | September 18, 2012 |
AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
VLS-PA-03815-LA-1208478 | ||||
Reconfirmation Aircraft | LA Page 2 | |||
BOEING PROPRIETARY |
![]() |
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208479
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Assignment of Customer’s Interest for Securing Advance Payment Financing | |
Reference: | Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
This Letter Agreement sets forth the rights and obligations between Boeing and Customer in the event of Customer’s desire to assign certain of its rights and interests under the Purchase Agreement for the purpose of securing advance payment financing. The terms of this Letter Agreement will prevail in the event of any conflict between this Letter Agreement and any provision of the Purchase Agreement.
1. Assignment of Customer’s Interest.
1.1 Boeing may consent to any reasonable request by Customer to assign as security interest certain rights and interests of Customer under the Purchase Agreement if such assignment is solely for the purpose of enabling Customer to secure advance payment financing for the purchase of the Aircraft provided that Customer and Customer’s financiers accept Boeing’s terms and conditions for consenting to a security assignment including, but not limited to, the following: (i) Customer and Customer’s financiers agree that the assignment will be subject to Boeing’s option (Manufacturer’s Option), as defined in Section 2, below; (ii) the assignment shall be subject to the Manufacturer’s Option upon the occurrence of a Change of Control event as defined in Section 3, below; (iii) Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and obligations of Customer; (iv) Boeing shall not be subject to any additional liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement; and, (v) the assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to
VLS-PA-03815-LA-1208479 | ||||
Assignment of Customer’s Interest for Securing Advance Payment Financing | LA Page 1 | |||
BOEING PROPRIETARY |
divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing. Boeing will not unreasonably withhold its consent.
1.2 For purposes of assignment of a security interest in the Purchase Agreement in exchange for financing the advance payments, Boeing will permit Customer’s financier to be assigned the right to purchase the Aircraft for the Aircraft Price, less a credit memorandum in an amount equal to ****of the Airframe Price for the **** Aircraft and **** of the Airframe Price for the **** Aircraft. Such credit memorandum amount will be determined by multiplying the Airframe Price by the percentage listed above as adjusted by Boeing for any applicable escalation provisions and any costs incurred or benefits received. In calculating the amount payable by the financier for an Aircraft, the financier shall receive credit for the advance payments received and retained by Boeing under the Purchase Agreement with respect to that Aircraft. In the event of such assignment, Customer shall remain responsible for performance of Customer’s obligations under any separate agreements related to the Aircraft including, but not limited to, agreements with the engine manufacturer or BFE suppliers.
1.3 In addition to the assignable concession level in paragraph 1.2 above, Boeing will permit Customer to assign to Customer’s financier the following **** advance payment schedule which modifies the due dates and amounts of the advance payments from those included in the standard **** schedule reflected in Table 1A and 1B to the Purchase Agreement.
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
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**** |
**** |
1.4 At delivery of the Aircraft, Financier will pay interest on the Deferred Advance Payments from the calendar day on which each advance payment would have been due in accordance with Table 1A and 1B of the Purchase Agreement until the day such payment is received by Boeing. The rate used to calculate such interest shall be **** The effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter.
1.5 The preceding provisions are subject to adequate documentation of the security and consent agreements as solely determined by Boeing. At the time such agreements are offered for consideration by Boeing, Boeing will discuss
VLS-PA-03815-LA-1208479 | LA Page 2 | |||
Assignment of Customer’s Interest for Securing Advance Payment Financing | ||||
BOEING PROPRIETARY |
reasonable requests by Customer for possible modification of the preceding provisions, including escalation methodology and concession levels, in light of changing market conditions and lender requirements related to advance payment financing.
1.6 In addition to the foregoing paragraph 1.5, Boeing agrees to offer improved, but presently undefined, assignment terms if, at the time Customer pursues advance payment financing, (i) Customer selects either Citibank, DVB Bank SE or BNP Paribas as its financier for advance payment financing and (ii) the chosen financier signs a non-disclosure agreement with Boeing containing terms deemed satisfactory to Boeing in its sole discretion.
If Customer’s financier gives notice that it intends to exercise its assigned right to assume Customer’s rights under the Purchase Agreement with respect to any Aircraft, Boeing shall have the right to assume those rights under the Purchase Agreement with respect to such Aircraft by paying an amount equal to the aggregate of the advance payments funded by the advance payment financing, and received and retained by Boeing under the Purchase Agreement with respect to that Aircraft.
A “Change of Control” shall mean the occurrence of any one or more of the following events: (i) any party taking any action to foreclose or otherwise exercise any right such party may have to control or otherwise direct Customer pursuant to a security agreement, pledge or otherwise; (ii) any change of ownership or control of Customer whether through sale, merger, consolidation or otherwise or whether through foreclosure, enforcement of a security interest, or otherwise resulting from the acts of any party; (iii) the creation of any lien upon the assets of Customer or any pledge of any ownership or other interest in Customer to any party; or, (iv) the bankruptcy (whether voluntary, involuntary or otherwise) or insolvency of the Customer.
4. Assignment.
This Letter Agreement is provided as an accommodation to Customer in consideration of its relationship with Boeing, and cannot be assigned in whole or in part.
5. Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
VLS-PA-03815-LA-1208479 | LA Page 3 | |||
Assignment of Customer’s Interest for Securing Advance Payment Financing | ||||
BOEING PROPRIETARY |
Very truly yours,
THE BOEING COMPANY | ||||
By | /s/ Xxxxxxx X. Xxxxxxx | |||
Its | Attorney-In-Fact |
ACCEPTED AND AGREED TO this | ||||
Date: | September 18, 2012 |
AVOLON AEROSPACE LEASING LIMITED | ||||
By | /s/ Xxx Xxxx | |||
Its | Director |
VLS-PA-03815-LA-1208479 | LA Page 4 | |||
Assignment of Customer’s Interest for Securing Advance Payment Financing | ||||
BOEING PROPRIETARY |
![]() |
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208480
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | ****Escalation Program | |
Reference: | Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. Definitions.
Escalation Notice means the written communication provided by Boeing to Customer in accordance with the requirements of Article 4.1, below.
Program Aircraft means each Aircraft specified in Table 1A and Table 1B of the Purchase Agreement as of the date of this Letter Agreement, including Reconfirmation Aircraft, as defined in letter agreement VLS-PA-03815-LA-1208478, “Reconfirmation Aircraft” and Substitute Aircraft, as defined in letter agreement VLS-PA-03815-LA-1208477, “Aircraft Model Substitution”.
2. Applicability.
Notwithstanding any other provision of the Purchase Agreement to the contrary, the parties agree that the Escalation Adjustment for the Airframe Price and Optional Features Prices for each Program Aircraft shall be determined in accordance with this Letter Agreement.
3. Escalation Forecast.
Boeing will release an escalation forecast in February and August of each year based on Boeing’s then current standard ECI-MFG/CPI escalation formula. Only one escalation forecast shall be used to conduct the escalation analysis performed in accordance with Article 4.1, below, for a given Program Aircraft. The escalation forecast applicable to a given Program Aircraft is set forth in Attachment A.
4. ****.
VLS-PA-03815-LA-1208480 | LA Page 1 | |||
**** Escalation Program | ||||
BOEING PROPRIETARY |
4.1 **** as set forth in Attachment A, then Boeing shall issue an Escalation Notice to the Customer by the date set forth in Attachment A. Such Escalation Notice shall, in Boeing’s sole discretion, either:
4.1.1 **** or
4.1.2 ****
4.2 If Boeing provides Customer **** then Customer shall notify Boeing in writing **** of its receipt of the Escalation Notice from Boeing. In the event Customer exercises its option in accordance with ****.
4.2.1 Within **** of Boeing’s receipt of Customer’s **** Boeing may elect by written notice to Customer to purchase from Customer any BFE related to such terminated Program Aircraft at the invoice prices paid, or contracted to be paid, by Customer.
4.2.2 **** then the Escalation Adjustment for the Airframe Price and Optional Features Prices for such Program Aircraft shall be calculated in accordance with Supplemental Exhibit AE1.
5. ****
**** as set forth in Attachment A, then such cumulative annual escalation applicable to such Program Aircraft shall be calculated as follows:
**** then the escalation rate so produced shall apply to the Airframe Price and the Optional Features Prices for such Program Aircraft.
**** cumulative annual escalation as set forth in Attachment B.
6. Applicability to Other Financial Consideration.
The escalation adjustment for any other sum, identified in the Purchase Agreement as subject to escalation pursuant to Supplemental Exhibit AE1, and which pertains to the Program Aircraft shall be calculated using the escalation methodology established in this Letter Agreement for such Program Aircraft notwithstanding any other provisions of the Purchase Agreement to the contrary.
7. Assignment.
Except for an assignment by Customer to a wholly-owned subsidiary as permitted under Article 9, entitled “Assignment, Resale, or Lease” of the AGTA, this Letter Agreement is provided as an accommodation to Customer in consideration of Customer taking title to the Aircraft at the time of delivery and leasing the Aircraft to a commercial operator and cannot be assigned in whole or in part.
8. Confidential Treatment.
Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it
VLS-PA-03815-LA-1208480 | LA Page 2 | |||
**** Escalation Program | ||||
BOEING PROPRIETARY |
is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
Very truly yours,
THE BOEING COMPANY | ||
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact |
ACCEPTED AND AGREED TO this | ||
Date: | September 18, 2012 |
AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
VLS-PA-03815-LA-1208480 | LA Page 3 | |||
**** Escalation Program | ||||
BOEING PROPRIETARY |
ATTACHMENT A to
Letter Agreement VLS-PA-03815-LA-1208480
Escalation Forecast & Escalation Notice Date
Escalation |
Applicable to Program Aircraft Delivering in Time Period |
Escalation |
||||
Feb. 2011 |
August 2012 through January 2013 | 15 Apr. 2011 | ||||
Aug. 2011 |
February 2013 through July 2013 | 15 Oct. 2011 | ||||
Feb. 2012 |
August 2013 through January 2014 | 15 Apr. 2012 | ||||
Aug. 2012 |
February 2014 through July 2014 | 15 Oct. 2012 | ||||
Feb. 2013 |
August 2014 through January 2015 | 15 Apr. 2013 | ||||
Aug. 2013 |
February 2015 through July 2015 | 15 Oct. 2013 | ||||
Feb. 2014 |
August 2015 through January 2016 | 15 Apr. 2014 | ||||
Aug. 2014 |
February 2016 through July 2016 | 15 Oct. 2014 | ||||
Feb. 2015 |
August 2016 through January 2017 | 15 Apr. 2015 | ||||
Aug. 2015 |
February 2017 through July 2017 | 15 Oct. 2015 | ||||
Feb. 2016 |
August 2017 through January 2018 | 15 Apr. 2016 | ||||
Aug. 2016 |
February 2018 through July 2018 | 15 Oct. 2016 | ||||
Feb. 2017 |
August 2018 through January 2019 | 15 Apr. 2017 | ||||
Aug. 2017 |
February 2019 through July 2019 | 15 Oct. 2017 | ||||
Feb. 2018 |
August 2019 through January 2020 | 15 Apr. 2018 | ||||
Aug. 2018 |
February 2020 through July 2020 | 15 Oct. 2018 | ||||
Feb. 2019 |
August 2020 through January 2021 | 15 Apr. 2019 | ||||
Aug. 2019 |
February 2021 through July 2021 | 15 Oct. 2019 | ||||
Feb. 2020 |
August 2021 through January 2022 | 15 Apr. 2020 |
VLS-PA-03815-LA-1208480 | Attachment A Page 1 | |||
**** Escalation Program | ||||
BOEING PROPRIETARY |
ATTACHMENT B to
Letter Agreement VLS-PA-03815-LA-1208480
Escalation Factors—****
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VLS-PA-03815-LA-1208480 | ||||
**** Escalation Program | Attachment B Page 1 | |||
BOEING PROPRIETARY |
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VLS-PA-03815-LA-1208480 | ||||
**** Escalation Program | Attachment B Page 2 | |||
BOEING PROPRIETARY |
![]() |
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208481
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Special Matters | |
Reference: | Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. Credit Memoranda. In consideration of Customer’s purchase of the Aircraft, at the delivery of each such Aircraft or Substitute Aircraft, as described in letter agreement VLS-PA-08315-LA-1208477 “Aircraft Model Substitution”, unless otherwise noted, Boeing will provide to Customer the following credit memoranda:
1.1 Basic Credit Memorandum. Boeing will issue to Customer a basic credit memorandum (Basic Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft minor model.
Basic Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.2 Leasing Credit Memorandum. Customer expressly intends to lease the Aircraft and Substitute Aircraft to a third party or parties (Lessee or Lessees) who are in the commercial airline business as aircraft operators. As an additional consideration and incentive for entering into a lease for the Aircraft or Substitute Aircraft prior to delivery of such Aircraft or Substitute Aircraft, Boeing will issue to Customer a leasing credit memorandum (Leasing Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft and Substitute Aircraft minor model. ****.
VLS-PA-03815-LA-1208481 | ||||
Special Matters | LA Page 1 | |||
BOEING PROPRIETARY |
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Leasing Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.3 MTOW Credit Memorandum. Boeing will issue to Customer at delivery of the Aircraft or Substitute Aircraft, a maximum take off weight (MTOW) credit memorandum (MTOW Credit Memorandum) ****up to a maximum credit memorandum in an amount shown in the table immediately below for the respective Aircraft or Substitute Aircraft minor model. ****
MTOW Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.4 MAX Launch Credit Memorandum. Boeing will issue to Customer a MAX launch credit memorandum (MAX Launch Credit Memorandum) in the amount shown in the table immediately below for the respective Aircraft or Substitute Aircraft minor model.
MAX Launch Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.5 Strategic Placement Credit Memorandum. In consideration of Customer’s agreement to cooperatively work with Boeing to place the Aircraft or Substitute Aircraft with airlines identified as strategic by Boeing (Strategic Lessee) and/or place the Aircraft or Substitute Aircraft with airlines who are new operators of 737 MAX aircraft (New MAX Lessee), Boeing will provide a strategic placement credit memorandum (Strategic Placement Credit Memorandum) as follows:
1.5.1 For each Aircraft or Substitute Aircraft ****, Boeing will issue, at the time of delivery of each such Aircraft or Substitute Aircraft, a Strategic Lessee Credit Memorandum to Customer in an amount listed below for the respective minor model of the Aircraft or Substitute Aircraft. ****
VLS-PA-03815-LA-1208481 | ||||
Special Matters | LA Page 2 | |||
BOEING PROPRIETARY |
![]() |
Strategic Placement Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.5.2 To facilitate placement of the Aircraft or Substitute Aircraft with Strategic Lessees, **** Customer will provide written notice to Boeing of Customer’s intent for placement (Strategic Lessee Notice). Boeing will confirm such placement as a Strategic Lessee placement within ****days of receipt of the Strategic Lessee Notice.
1.5.3 To facilitate placement of the Aircraft or Substitute Aircraft to a New MAX Lessee, ****Customer will provide written notice to Boeing of Customer’s intent for placement (New MAX Lessee Notice). Boeing will confirm such placement as a New MAX Lessee placement within **** days of receipt of the New MAX Lessee Notice.
1.6 Final Price Concession Credit Memorandum. Boeing will issue to Customer, at delivery of each Aircraft or Substitute Aircraft, a final price concession credit memorandum (Final Price Concession Credit Memorandum) in an amount listed below for the respective minor model of the Aircraft or Substitute Aircraft. ****
Final Price Concession Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.7 Escalation Credit Memorandum. Boeing will issue to Customer, at delivery of each Aircraft or Substitute Aircraft, an escalation credit memorandum (Escalation Credit Memorandum) in the amount of ****.
2. Escalation of Credit Memoranda.
Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.7 are in stated in ****and will be escalated to the scheduled month of the respective Aircraft or Substitute Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft or Substitute Aircraft. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or Substitute Aircraft at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).
VLS-PA-03815-LA-1208481 | ||||
Special Matters | LA Page 3 | |||
BOEING PROPRIETARY |
![]() |
3.****Advance Payment Schedule.
3.1 Notwithstanding the Aircraft advance payment schedule provided in Table 1A and 1B of the Purchase Agreement, **** Advance Payments) and choose to pay advance payments in accordance with the following ****advance payment schedules set forth in Table 3.2 below for the Aircraft and Substitute Aircraft and in Table 3.3 below for the Reconfirmation Aircraft.
3.2****Advance Payment Schedule for the Aircraft or Substitute Aircraft.
Months Before Delivery |
U.S. Dollar Amount per Aircraft or Substitute Aircraft | |
Proposal Acceptance |
**** | |
Definitive Agreement |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
Total: |
**** |
3.3**** | Advance Payment Schedule for the Reconfirmation Aircraft. |
Months Before Delivery |
U.S. Dollar Amount per Reconfirmation Aircraft | |
Proposal Acceptance |
$120,000 [PAID 7/6/12] | |
Definitive Agreement |
$330,000 | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
Total |
**** |
4. Interest on ****Advance Payments.
4.1 Customer will pay interest on the **** Advance Payments from the calendar day on which each advance payment would have been due in accordance with Table 1A and Table 1B of the Purchase Agreement, until delivery of the applicable Aircraft, Substitute Aircraft or Reconfirmation Aircraft. ****The effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a three hundred sixty (360) day year, and compounded quarterly.
VLS-PA-03815-LA-1208481 | ||||
Special Matters | LA Page 4 | |||
BOEING PROPRIETARY |
4.2 Accrued interest on the **** Advance Payments for each Aircraft will be due and payable on the date of each Aircraft delivery.
5. Advance Payment Set Off Rights.
5.1 Customer agrees that if it defaults on any payment obligation under (i) the Purchase Agreement or (ii) any other agreement with Boeing and fails to cure such default within the specified cure period or in the absence of any specified cure period after notice from Boeing specifying a time period within which to cure, then Boeing may, in addition to any other rights it may have under any agreement or applicable law, apply any or all advance payments, including the acceptance deposit, paid by Customer under the Purchase Agreement, to cure, in part or in whole, any such default (Set Off).
5.2 In the event Boeing Sets Off against any payment obligation owed by Customer to Boeing, absent instruction from Boeing to the contrary, Customer shall, after such application, replace within ten business days the amount so applied such that the total amount of advance payments will be restored to the aggregate total amount of payments due and owing under the Purchase Agreement as amended by this Letter Agreement. Customer will make all such restoration payments to Boeing by unconditional wire transfer of immediately available funds in United States Dollars in a bank account in the United States designated by Boeing.
5.3 For all purposes of this paragraph 5, including without limitation, notice, Set Off or any other application, the term “Boeing” means and includes The Boeing Company, its divisions, subsidiaries, affiliates and the assignees of each. Nothing herein shall constitute an election or waiver of any remedy of Boeing; all such remedies shall be cumulative. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
6. Optional Features Pricing.
**** For the avoidance of doubt, the Optional Features selected for the Aircraft, at the time of final configuration, will be priced at the then-current catalog prices and **** This provision shall only apply to the Aircraft listed in Table 1A and Table 1B to the Purchase Agreement.
7. Assignment.
Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Aircraft or Substitute at time of delivery and leasing the Aircraft or Substitute to commercial operators. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing.
VLS-PA-03815-LA-1208481 | ||||
Special Matters | LA Page 5 | |||
BOEING PROPRIETARY |
8. Confidentiality.
Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. In addition to any equitable relief that may be available to Boeing in the event of a breach of this clause, Boeing may rescind the Credit Memoranda contained in paragraph 1 above, in the event of any unauthorized disclosure by Customer.
Very truly yours,
THE BOEING COMPANY | ||
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact |
ACCEPTED AND AGREED TO this | ||
Date: | September 18, 2012 |
AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
VLS-PA-03815-LA-1208481 | ||||
Special Matters | LA Page 6 | |||
BOEING PROPRIETARY |
![]() |
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1209347
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: |
Promotional Support | |
Reference: |
Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Boeing and Customer wish to enter into an agreement pursuant to which each party will contribute equally to promotional programs in support of the entry into service of the Aircraft as more specifically provided below.
1. Definitions.
1.1 ****
1.2 Covered Aircraft shall mean those Aircraft identified on Table 1A and Table 1B to the Purchase Agreement as of the date of signing of this Letter Agreement, except that Covered Aircraft shall not include any Aircraft designated on Table 1B as Reconfirmation Aircraft.
1.3 Performance Period shall mean the period beginning **** year before and ending **** year after the scheduled delivery month of the first Covered Aircraft.
1.4 Promotional Support shall mean mutually agreed marketing and promotion programs that promote the entry into service of the Covered Aircraft such as marketing research, tourism development, corporate identity, direct marketing, videotape or still photography, planning, design and production of collateral materials, management of promotion programs, advertising campaigns or such other marketing and promotional activities as the parties may mutually agree.
1.5 Qualifying Third Party Fees shall mean fees paid by Customer to third party providers for Promotional Support provided to Customer during the Performance Period.
VLS-PA-03815-LA-1209347 | LA Page 1 | |||
**** | ||||
BOEING PROPRIETARY |
2. ****
As more particularly set forth in this Letter Agreement, ****
3. Methods of Performance.
3.1 ****
3.2 Notwithstanding the above, ****
3.3 ****
4. Project Approval.
Following the execution of this Letter Agreement, a Boeing Airline Marketing Services representative will meet with Customer’s designated representative to review and approve the extent, selection, scheduling, and **** for the Promotional Support to be provided pursuant to this Letter Agreement.
5. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s taking title to the Aircraft at the time of delivery and leasing the Aircraft to commercial operators and cannot be assigned in whole or, in part.
6. Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
VLS-PA-03815-LA-1209347 | LA Page 2 | |||
**** | ||||
BOEING PROPRIETARY |
Very truly yours,
THE BOEING COMPANY | ||
By | /s/ Xxxxxxx X. Xxxxxxx | |
Its | Attorney-In-Fact |
ACCEPTED AND AGREED TO this | ||
Date: | September 18, 2012 |
AVOLON AEROSPACE LEASING LIMITED | ||
By | /s/ Xxx Xxxx | |
Its | Director |
VLS-PA-03815-LA-1209347 | LA Page 3 | |||
**** | ||||
BOEING PROPRIETARY |
CONFIDENTIAL TREATMENT REQUESTED
INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS
BEEN REQUESTED IS OMITTED AND NOTED WITH
“****”.
AN UNREDACTED VERSION OF THIS DOCUMENT
HAS ALSO BEEN PROVIDED TO THE
SECURITIES AND EXCHANGE COMMISSION.
SUPPLEMENTAL AGREEMENT NO. 1
to
PURCHASE AGREEMENT NO. 3815
Between
THE BOEING COMPANY
and
AVOLON AEROSPACE LEASING LIMITED
Relating to Boeing Model 737-8 and 737-9 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of 12th September, 2014 (Supplemental Agreement No. 1) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, and AVOLON AEROSPACE LEASING LIMITED, a Cayman Islands company (Customer).
The Table of Contents is deleted in its entirety and is replaced with a new Table of Contents attached to this Supplemental Agreement No. 1.
2. Basic Articles.
The basic articles are deleted in their entirety and are replaced with new basic articles to revise Article 1 therein, in order to reference Table 1BR1, which is revised in this Supplement Agreement No. 1, due to the early reconfirmation of the Reconfirmation Aircraft.
3. Tables.
4.1. Letter agreement LA-1208471 (Open Matters for 737-8 and 737-9 Aircraft) is deleted in its entirety and is replaced by a revised letter agreement LA-1208471R1, attached hereto, to revise a reference to Table 1BR1 in lieu of Table 1B.
4.2. Letter agreement LA-1208479 (Assignment of Customer’s Interest for Securing Advance Payments Financing) is deleted in its entirety and is replaced by a revised letter agreement LA-0000000X0, attached hereto, to revise a reference to Table 1BR1 in lieu of Table 1B and make other minor edits and a correction to a paragraph reference;
4.3. Letter agreement LA-1208481 (Special Matters) is deleted in its entirety and is replaced by a revised letter agreement LA-1208481R1, attached hereto, to remove terms applicable to advance payments and add equivalent terms into a new Advance Payment Matters letter agreement as set forth in article 4.4 below.
4.4. A new letter agreement, LA-1402314 (Advance Payment Matters), attached hereto, is added to the Purchase Agreement to include certain advance payment terms that are applicable to aircraft purchased under (i) the Purchase Agreement inclusive of Reconfirmation Aircraft, (ii) purchase agreement number 3814 applicable to 737-800 aircraft and (iii) purchase agreement number 4227 applicable to 787-9 aircraft.
3. Other Matters.
The parties acknowledge that this Supplemental Agreement No. 1 is to be fully executed concurrent with or prior to the full execution of purchase agreement number 4227 concerning the purchase of 787-9 aircraft.
VLS-PA-3815 | 2 | SA-1 | ||
BOEING PROPRIETARY |
4. Payments.
Boeing confirms that Customer paid Boeing the reconfirmation payment of **** per Aircraft as set forth in letter agreement VLS-PA-03815-LA-1402314 (Advance Payment Matters), paragraph 1.3 (**** Advance Payment Schedule) on July 11, 2014 prior to the date of “****” as shown in the table, due to the early reconfirmation of the Reconfirmation Aircraft. Any subsequent advance payments that become due applicable to the Aircraft, will be made by Customer pursuant to the Purchase Agreement.
The Purchase Agreement shall be deemed to be amended to the extent herein provided and as so amended shall continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY | AVOLON AEROSPACE LEASING LIMITED | |||||||
By: | Xxxxxx X. Xxxx |
By: | Xxxxx Xxxxx | |||||
Its: | Attorney-In-Fact |
Its: | Authorised Signatory |
VLS-PA-3815 | 3 | SA-1 | ||
BOEING PROPRIETARY |
TABLE OF CONTENTS
SA NUMBER | ||||||
ARTICLES | ||||||
Article 1. |
Quantity, Model and Description |
SA-1 | ||||
Article 2. |
Delivery Schedule |
SA-1 | ||||
Article 3. |
Price |
SA-1 | ||||
Article 4. |
Payment |
SA-1 | ||||
Article 5. |
Additional Terms |
SA-1 | ||||
TABLE | ||||||
1A. |
737-8 Aircraft Information Table |
|||||
1BR1 |
737-9 Aircraft Information Table |
|||||
EXHIBITS | ||||||
A1. |
737-8 Aircraft Configuration |
|||||
A2. |
737-9 Aircraft Configuration |
|||||
B. |
Aircraft Delivery Requirements and Responsibilities |
|||||
SUPPLEMENTAL EXHIBITS | ||||||
AE1. |
Escalation Adjustment/Airframe and Optional Features |
SA-1 | ||||
BFE1. |
BFE Variables |
|||||
CS1-1. |
Customer Support Variables |
|||||
CS1-2. |
Customer Support Variables |
|||||
CS1-3. |
Customer Support Variables |
|||||
EE1. |
Engine Escalation Engine Warranty and Patent Indemnity |
|||||
SLP1. |
Service Life Policy Components |
|||||
LETTER AGREEMENTS | ||||||
LA-1208469 |
Assignment of Customer’s Interest to Subsidiary or Affiliate |
|||||
LA-1208470 |
Loading of Customer Software |
|||||
LA-1208471R1 |
Open Matters for 737-8 and 737-9 Aircraft |
|||||
LA-1208472 |
Seller Purchased Equipment |
|||||
LA-1208473 |
Export-Import Bank Financing Application Disclosure |
|||||
LA-1208474 |
Leasing Matters |
|||||
LA-1208475 |
Liquidated Damages **** |
|||||
LA-1208476 |
Performance Matters |
|||||
LA-1208477 |
Aircraft Model Substitution |
|||||
LA-1208478 |
Reconfirmation Aircraft |
|||||
LA-0000000X0 |
Assignment of Customer’s Interest for Securing Advance Payment Financing |
SA-1 Pages 2 | ||||
LA-1208480 |
**** Escalation Program |
VLS-PA-3815 |
i | SA-1 | ||
BOEING PROPRIETARY |
TABLE OF CONTENTS
|
| |||||
NUMBER | ||||||
LETTER AGREEMENTS | ||||||
LA-1208481R1 |
Special Matters |
SA-1 Page 2 | ||||
LA-1209347 |
Promotional Support |
|||||
LA-1402314 |
Advance Payments Matters |
VLS-PA-3815 | ii | SA-1 | ||
BOEING PROPRIETARY |
Purchase Agreement No. PA-03815
between
The Boeing Company
and
Avolon Aerospace Leasing Limited
This Purchase Agreement No. PA-03815 between The Boeing Company, a Delaware corporation, (Boeing) and Avolon Aerospace Leasing Limited, a Cayman islands corporation, (Customer) relating to the purchase and sale of Model 737-8 and 737-9 aircraft together with all tables, exhibits, supplemental exhibits, letter agreements and other attachments thereto, if any, (Purchase Agreement) incorporates the terms and conditions (except as specifically set forth below) of the Aircraft General Terms Agreement dated as of December 18, 2009, and as further assigned and novated dated as of May 10, 2010, between the parties, identified as AGTA-VLN (AGTA).
1. Quantity, Model and Description.
The aircraft to be delivered to Customer will be designated as Model 737-8 aircraft (737-8 Aircraft) and Model 737-9 aircraft (737-9 Aircraft) (collectively, the Aircraft). Boeing will manufacture and sell to Customer Aircraft conforming to the configurations described in Exhibit Al and Exhibit A2 in the quantities listed in Table 1A, and Table 1BR1 (collectively Table 1) to the Purchase Agreement.
The scheduled months of delivery of the Aircraft are listed in the attached Table 1. Exhibit B describes certain responsibilities for both Customer and Boeing in order to accomplish the delivery of the Aircraft.
3. Price.
3.2 Advance Payment Base Prices. The Advance Payment Base Prices listed in Table 1 were calculated using the 737-8 Airframe Price, average optional features price, and average SPE as of the date of this Purchase Agreement escalated at a rate of **** per year to the scheduled delivery year.
4. Payment.
4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1 for each Aircraft (Deposit).
4.2 The standard advance payment schedule for the Aircraft requires Customer to make certain advance payments, expressed in a percentage of the Advance Payment Base Price of each Aircraft beginning with a payment of ****,
VLS-PA-3815 |
i | SA-1 | ||
BOEING PROPRIETARY |
less the Deposit, on the effective date of the Purchase Agreement for the Aircraft. Additional advance payments for each Aircraft are due as specified in and on the first business day of the months listed in the attached Table 1.
4.3 For any Aircraft whose scheduled month of delivery is less than twenty-four (24) months 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 standard advance payment schedule set forth in paragraph 4.2 above.
4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at delivery.
5. Additional Terms.
5.1 Aircraft Information Table. Table 1 consolidates information contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii) applicable Detail Specification, (iii) month and year of scheduled deliveries, (iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance Payment Base Prices and advance payments and their schedules.
5.2 Escalation Adjustment/Airframe and Optional Features. Supplemental Exhibit AE1 contains the applicable airframe and optional features escalation formula.
5.3 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains supplier selection dates, on dock dates and other variables applicable to the Aircraft.
5.4 Customer Support Variables. Supplemental Exhibits CS1-1, CS1-2, and CS1-3 contain the customer support variables applicable to information, training, services and other things to be furnished by Boeing in support of the Aircraft to be leased by Customer. In accordance with Letter Agreement VLS-PA-03815-LA-1208474 to the Purchase Agreement Boeing will identify which Supplemental Exhibit is applicable to each of Customer’s lessees.
5.5 Engine Escalation Variables. Supplemental Exhibit EE1 describes the applicable engine escalation formula and contains the engine warranty and the engine patent indemnity for the Aircraft.
5.6 Service Life Policy Component Variables. Supplemental Exhibit SLP1 lists the SLP Components covered by the Service Life Policy for the Aircraft.
5.7 Public Announcement. Boeing reserves the right to make a public announcement regarding Customer’s purchase of the Aircraft upon approval of Boeing’s press release by Customer’s public relations department or other authorized representative.
5.8 Negotiated Agreement; Entire Agreement. This Purchase Agreement, including the provisions of Article 8.2 of the AGTA relating to insurance, and Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE and EXCLUSION OF CONSEQUENTIAL AND
VLS-PA-3815 |
ii | SA-1 | ||
BOEING PROPRIETARY |
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 the AGTA, 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.
AGREED AND ACCEPTED this
|
Date |
THE BOEING COMPANY | AVOLON AEROSPACE LEASING LIMITED | |
/s/ Xxxxxx X. Xxxx |
/s/ Xxxxx Xxxxx | |
Signature | Signature | |
Xxxxxx X. Xxxx |
Xxxxx Xxxxx | |
Printed name | Printed name | |
Attorney-in-Fact |
Authorised Signatory | |
Title | Title |
VLS-PA-3815 |
iii | SA-1 | ||
BOEING PROPRIETARY |
Table 1BR1 To
Purchase Agreement No. PA-03815
Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTOW: |
**** | **** | Detail Specification: | **** | ||||||||||||||||||||
Engine Model/Thrust: |
CFM-LEAP-1B | **** | Airframe Price Base Year/****Formula: | **** | **** | |||||||||||||||||||
Airframe Price: |
**** | Engine Price Base Year/****Formula: | **** | **** | ||||||||||||||||||||
Optional Features: |
**** | |||||||||||||||||||||||
|
|
|||||||||||||||||||||||
Sub-Total of Airframe and Features: |
**** | Airframe Escalation Data: | ||||||||||||||||||||||
Engine Price (Per Aircraft): |
**** | Base Year Index (ECI): | **** | |||||||||||||||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
**** | Base Year Index (CPI): | **** | |||||||||||||||||||||
|
|
|||||||||||||||||||||||
Buyer Furnished Equipment (BFE) Estimate: |
**** | |||||||||||||||||||||||
Seller Purchased Equipment (SPE) Estimate: |
**** | |||||||||||||||||||||||
Deposit per Aircraft: |
**** |
Delivery Date |
Number of Aircraft |
Manufacturer’s Serial No. |
****Factor (Airframe) |
Lessee | Configuration Exhibit |
****Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | |||||||||||||
**** | **** | **** | **** | |||||||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | **** | ||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** | |||||||||||||
**** |
**** | **** | **** | **** | **** | **** | **** |
VLS-PA-03815 APR-61781 | i | SA-1, Page 1 | ||
BOEING PROPRIETARY |
Table 1BR1 To
Purchase Agreement No. PA-03815
Aircraft Delivery, Description, Price and Advance Payments
Airframe Model/MTOW: |
**** | **** | Detail Specification: | **** | ||||||||||||
Engine Model/Thrust: |
CFM-LEAP-1B | **** | Airframe Price Base Year/****Formula: | **** | ECI-MFG/CPI | |||||||||||
Airframe Price: |
**** | Engine Price Base Year/****Formula: | **** | N/A | ||||||||||||
Optional Features: |
**** | |||||||||||||||
|
|
|||||||||||||||
Sub-Total of Airframe and Features: |
**** | Airframe Escalation Data: | ||||||||||||||
Engine Price (Per Aircraft): |
**** | Base Year Index (ECI): | **** | |||||||||||||
Aircraft Basic Price (Excluding BFE/SPE): |
**** | Base Year Index (CPI): | **** | |||||||||||||
|
|
|||||||||||||||
Buyer Furnished Equipment (BFE) Estimate: |
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Seller Purchased Equipment (SPE) Estimate: |
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Deposit per Aircraft: |
**** |
Delivery Date |
Number of Aircraft |
Manufacturer’s Serial No. |
****Factor (Airframe) |
Lessee | Configuration Exhibit |
****Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): |
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VLS-PA-03815 APR-61781 | ii | SA-1, Page 1 | ||
BOEING PROPRIETARY |
![]() |
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000
|
VLS-PA-03815-LA-1208471R1
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject : | Open Matters for 737-8 and 737-9 Aircraft | |
Reference: |
Purchase Agreement No. 03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
Given the long period of time between Purchase Agreement signing and delivery of the first Aircraft and the continued development of the 737MAX program, certain elements have not yet been defined. In consideration, Boeing and Customer agree to work together as the 737MAX program develops as follows:
1. Aircraft Delivery Schedule.
1.1 Table 1A for the 737-8 Aircraft and Table 1BR1 for the 737-9 Aircraft (collectively, Table 1) provide the delivery positions for the Aircraft in ****delivery windows (**** Delivery Window) consisting of a nominal delivery month (Nominal Delivery Month), plus and minus ****. The **** Delivery Window may not necessarily be ****prior to the Nominal Delivery Month of Customer’s first Aircraft in each calendar year, Boeing will provide Customer the delivery month for each Aircraft with a Nominal Delivery Month in such calendar year.
1.2 If, prior to the notice of the delivery month described in paragraph 1.1, Customer provides written notice to Boeing of a signed letter of intent with a lessee for a specific Nominal Delivery Month, Boeing will reserve that particular Aircraft for that lessee in the Nominal Delivery Month for **** calendar days from the date of customer’s notice (LOI Period). If Customer provides written notice of firm agreement with the lessee during the LOI Period, the Nominal Delivery Month will be established as the delivery month of the Aircraft. If the LOI Period expires without Customer providing notice of firm agreement with the lessee for the Nominal Delivery Month, Boeing may provide an alternate delivery month for the Aircraft within the ****Delivery Window.
VLS-PA-03815-LA-1208471R1 Open Matters for 737-8 and 737-9 Aircraft |
SA-1 Page 1 | |||
BOEING PROPRIETARY |
1.3 The notices provided by Boeing pursuant to paragraph 1.1 and 1.2 will constitute an amendment to Table 1A and Table 1BR1 of the Purchase Agreement. The amended Table 1A and Table 1BR1 shall be the scheduled delivery positions for the purposes of applying all provisions of the Purchase Agreements, including without limitation the BFE on-dock dates, calculation of Escalation Adjustment, and determination of the advanced payment schedule, however, the amended Table 1A and Table 1BR1 will not revise or change the Advance Payment Base Price for the Aircraft.
2. Skyline Flexibility.
2.1 Boeing, at its sole discretion, shall have a one-time right to slide or accelerate delivery of up to **** of the Aircraft delivery positions in each year beginning in **** (Flexible Delivery Right), subject to the following terms and conditions:
(i) | Boeing will provide written notice to Customer of its intent to exercise a Flexible Delivery Right (Flexible Delivery Notice) no later than the **** day of the month that is **** months prior to the **** day of the **** month of the applicable **** Delivery Window; |
(ii) | The applicable Aircraft delivery position may be slid or accelerated no more than **** months from the Nominal Delivery Month; and |
(iii) | Boeing may slide or accelerate a particular delivery position only once. |
2.2 For any Aircraft for which the month of delivery has been rescheduled under this Section 2, the calculation of the Escalation Adjustment will be based on the revised delivery month established for such Aircraft and the advance payment schedule for such Aircraft will be adjusted to reflect the revised delivery month.
2.3 Customer and Boeing will execute a supplemental agreement to the Purchase Agreement to incorporate the revised scheduled month of delivery of the Aircraft within **** days of the Flexible Delivery Notice.
3. Aircraft Configuration.
3.1 The initial configuration of Customer’s Model 737-8 Aircraft and 737-9 Aircraft has been defined by Boeing Model 737-8 basic specification **** dated **** (Initial Configuration). Final configuration of the Aircraft (Final Configuration) will be completed using the then-current Boeing configuration documentation in accordance with the following schedule:
3.1.1 No later than **** months prior to the **** Aircraft’s scheduled delivery, Boeing and Customer will discuss potential optional features.
VLS-PA-03815-LA-1208471R1 Open Matters for 737-8 and 737-9 Aircraft |
SA-1 Page 2 | |||
BOEING PROPRIETARY |
3.1.2 Within **** days after that meeting, Boeing will provide Customer with a proposal for those optional features that can be incorporated into the Aircraft during production.
3.1.3 Customer will then have **** days to accept or reject the optional features.
3.1.4 Within **** days following Final Configuration, Boeing and Customer will execute a written amendment to the Purchase Agreement which will reflect the following:
3.1.4.1 Changes applicable to the basic Model 737-8 or 737-9 aircraft which are developed by Boeing between the date of signing of the Purchase Agreement and date of Final Configuration.
3.1.4.2 Incorporation into Exhibit A of the Purchase Agreement, by written amendment, those optional features which have been agreed to by Customer and Boeing (Customer Configuration Changes);
3.1.4.3 Revisions to the Supplemental Exhibit BFE1 to reflect the selection dates and on-dock dates of BFE;
3.1.4.4 Changes to the Optional Features Prices, and Aircraft Basic Price to adjust for the difference, if any, between the prices estimated in Table 1 of the Purchase Agreement for optional features reflected in the Aircraft Basic Price and the actual prices of the optional features reflected in the Customer Configuration Changes. Such changes will not result in a change to the Advance Payment Base Price provided in Table 1. Optional Features Prices will comply with the provisions of paragraph 6 of letter agreement VLS-PA-03815-LA-1208481R1 (Special Matters).
4. Performance Guarantees.
Boeing is designing the 737-8 Aircraft with the intent of providing similar or better takeoff performance than the 737-800W when similar thrust ratings are considered at normal operating conditions. Similarly, Boeing is designing the 737-9 Aircraft with the intent of providing similar or better takeoff performance than the 737-900ERW when similar thrust ratings are considered at normal operating conditions. Boeing will provide Customer with a takeoff guarantee for the 737-8 Aircraft and 737-9 Aircraft when Customer has confirmed relevant configuration choices of MTOW and engine thrust. At Customer’s request, comparative takeoff performance information may be provided after **** to assist Customer in the appropriate thrust selection for their lessee’s operations.
VLS-PA-03815-LA-1208471R1 Open Matters for 737-8 and 737-9 Aircraft |
SA-1 Page 3 | |||
BOEING PROPRIETARY |
5. Customer Support Variables.
5.1 The initial customer support package contained in Supplemental Exhibit CS1 to the Purchase Agreement is predicated upon the 737NG customer support package. Boeing intends to further refine the post delivery support package for the 737MAX and will provide this revised package to Customer no later than **** months prior to the **** scheduled delivery quarter of the first Aircraft. The provision of such revised Supplemental Exhibit CS1 will constitute an amendment to the Purchase Agreement and will provide the Customer in aggregate an overall Boeing post delivery support package that is equivalent to, or better than, the Supplemental Exhibit CS1 included in the Purchase Agreement as of the date of this Letter Agreement.
5.2 Additionally, Boeing will engage in discussions with Customer in conjunction with the providing of the updated Supplemental Exhibit CS1 to offer to Customer additional uniquely tailored post delivery support services beyond the scope of the Supplemental Exhibit CS1 that will further enhance the maintainability and operational efficiency of the Aircraft.
6. Other Letter Agreements.
Boeing and Customer acknowledge that as they work together to develop the 737MAX program and as Boeing refines the definition of the Aircraft and associated production processes, there may be a need to execute or amend letter agreements addressing one or more of the following:
6.1 Software. Additional provisions relating to software and software loading.
6.2 Seller Purchased Equipment (SPE) and/or In-Flight Entertainment (IFE). Provisions relating to the terms under which Boeing may offer or install SPE in the Aircraft.
6.3 Buyer Furnished Equipment (BFE). Provisions relating to the terms under which Boeing may install and certify Customer’s BFE in the Aircraft.
7. Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to (i) employees of Customer and (ii) advisors, including legal advisors, each with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
VLS-PA-03815-LA-1208471R1 Open Matters for 737-8 and 737-9 Aircraft |
SA-1 Page 4 | |||
BOEING PROPRIETARY |
Very truly yours,
THE BOEING COMPANY | ||
By |
Xxxxxx X. Xxxx | |
Its |
Attorney-In-Fact | |
ACCEPTED AND AGREED TO this | ||
Date: |
, 2014 | |
AVOLON AEROSPACE LEASING LIMITED | ||
By |
Xxxxx Xxxxx | |
Its |
Authorised Signatory |
VLS-PA-03815-LA-1208471R1 Open Matters for 737-8 and 737-9 Aircraft |
SA-1 Page 5 | |||
BOEING PROPRIETARY |
VLS-PA-03815-LA-0000000X0
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Assignment of Customer’s Interest for Securing Advance Payment Financing | |
Reference: | Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
This Letter Agreement sets forth the rights and obligations between Boeing and Customer in the event of Customer’s desire to assign certain of its rights and interests under the Purchase Agreement for the purpose of securing advance payment financing. The terms of this Letter Agreement will prevail in the event of any conflict between this Letter Agreement and any provision of the Purchase Agreement.
1. Assignment of Customer’s Interest.
1.1 Boeing may consent to any reasonable request by Customer to assign as security interest certain rights and interests of Customer under the Purchase Agreement if such assignment is solely for the purpose of enabling Customer to secure advance payment financing for the purchase of the Aircraft provided that Customer and Customer’s financiers accept Boeing’s terms and conditions for consenting to a security assignment including, but not limited to, the following: (i) Customer and Customer’s financiers agree that the assignment will be subject to Boeing’s option (Manufacturer’s Option), as defined in Section 2, below; (ii) the assignment shall be subject to the Manufacturer’s Option upon the occurrence of a Change of Control event as defined in Section 3, below; (iii) Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and obligations of Customer; (iv) Boeing shall not be subject to any additional liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement; and, (v) the assignment shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the Aircraft, or any other things, until delivery thereof and full payment is provided to Boeing. Boeing will not unreasonably withhold its consent.
VLS-PA-03815-LA-0000000X0 Assignment of Customer’s Interest for Securing Advance Payment Financing |
SA-1 Page 2 | |||
BOEING PROPRIETARY |
1.2 For purposes of assignment of a security interest in the Purchase Agreement for the purpose of financing of the advance payments, Boeing will permit Customer’s financier to be assigned the right to purchase the Aircraft for the Aircraft Basic Price with Escalation Adjustment, less a credit memorandum in an amount equal to ****) of the Airframe Price for the 737-8 Aircraft and **** of the Airframe Price for the 737-9 Aircraft. Such credit memorandum amount will be determined by multiplying the Airframe Price by the percentage listed above as adjusted by Boeing for any applicable escalation provisions and any costs incurred or benefits received. In calculating the amount payable by the financier for an Aircraft, the financier shall receive credit for the advance payments received and retained by Boeing under the Purchase Agreement with respect to that Aircraft. In the event of such assignment, Customer shall remain responsible for performance of Customer’s obligations under any separate agreements related to the Aircraft including, but not limited to, agreements with the engine manufacturer or BFE suppliers.
1.3 In addition to the assignable concession level in paragraph 1.2 above, Boeing will permit Customer to assign to Customer’s financier the following ****advance payment schedule which modifies the due dates and amounts of the advance payments from those included in the standard **** schedule reflected in Table 1A and 1B to the Purchase Agreement.
**** | **** | |
**** | **** | |
**** | **** | |
**** | **** | |
**** | **** | |
**** | **** | |
**** | **** |
1.4 At delivery of the Aircraft, Financier will pay interest on the **** Advance Payments from the calendar day on which each advance payment would have been due in accordance with Table 1A and 1BR1 of the Purchase Agreement until the day such payment is received by Boeing. The rate used to calculate such interest shall be **** The effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially deferred, and will be reset every calendar quarter.
1.5 The preceding provisions are subject to adequate documentation of the security and consent agreements as solely determined by Boeing. At the time such agreements are offered for consideration by Boeing, Boeing will discuss reasonable requests by Customer for possible modification of the preceding provisions, including escalation methodology and concession levels, in light of changing market conditions and lender requirements related to advance payment financing.
VLS-PA-03815-LA-0000000X0 Assignment of Customer’s Interest for Securing Advance Payment Financing |
SA-1 Page 3 | |||
BOEING PROPRIETARY |
1.6 In addition to the foregoing paragraph 1.5, Boeing agrees to offer improved, but presently undefined, assignment terms if, at the time Customer pursues advance payment financing, (i) Customer selects either Citibank, DVB Bank SE or BNP Paribas as its financier for advance payment financing and (ii) the chosen financier signs a non-disclosure agreement with Boeing containing terms deemed satisfactory to Boeing in its sole discretion.
2. Manufacturer’s Option.
If Customer’s financier gives notice that it intends to exercise its assigned right to assume Customer’s rights under the Purchase Agreement with respect to any Aircraft, Boeing shall have the right to assume those rights under the Purchase Agreement with respect to such Aircraft by paying an amount equal to the aggregate of the advance payments funded by the advance payment financing, and received and retained by Boeing under the Purchase Agreement with respect to that Aircraft.
3. Change of Control Event.
A “Change of Control” shall mean the occurrence of any one or more of the following events: (i) any party taking any action to foreclose or otherwise exercise any right such party may have to control or otherwise direct Customer pursuant to a security agreement, pledge or otherwise; (ii) any change of ownership or control of Customer whether through sale, merger, consolidation or otherwise or whether through foreclosure, enforcement of a security interest, or otherwise resulting from the acts of any party; (iii) the creation of any lien upon the assets of Customer or any pledge of any ownership or other interest in Customer to any party; or, (iv) the bankruptcy (whether voluntary, involuntary or otherwise) or insolvency of the Customer.
4. Assignment.
This Letter Agreement is provided as an accommodation to Customer in consideration of its relationship with Boeing, and cannot be assigned in whole or in part.
5. Confidential Treatment.
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
VLS-PA-03815-LA-0000000X0 Assignment of Customer’s Interest for Securing Advance Payment Financing |
SA-1 Page 4 | |||
BOEING PROPRIETARY |
Very truly yours,
THE BOEING COMPANY | ||
By | Xxxxxx X. Xxxx | |
Its | Attorney-In-Fact | |
ACCEPTED AND AGREED TO this |
Date: |
, 2014 |
AVOLON AEROSPACE LEASING LIMITED | ||
By | Xxxxx Xxxxx | |
Its | Authorised Signatory |
VLS-PA-03815-LA-0000000X0 Assignment of Customer’s Interest for Securing Advance Payment Financing |
SA-1 Page 5 | |||
BOEING PROPRIETARY |
VLS-PA-03815-LA-1208481R1
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Special Matters | |
Reference: | Purchase Agreement No. PA-03815 (Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
1. Credit Memoranda. In consideration of Customer’s purchase of the Aircraft, at the delivery of each such Aircraft or Substitute Aircraft, as described in letter agreement VLS-PA-08315-LA-1208477 “Aircraft Model Substitution”, unless otherwise noted, Boeing will provide to Customer the following credit memoranda:
1.1 Basic Credit Memorandum. Boeing will issue to Customer a basic credit memorandum (Basic Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft minor model.
Basic Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.2 Leasing Credit Memorandum. Customer expressly intends to lease the Aircraft and Substitute Aircraft to a third party or parties (Lessee or Lessees) who are in the commercial airline business as aircraft operators. As an additional consideration and incentive for entering into a lease for the Aircraft or Substitute Aircraft prior to delivery of such Aircraft or Substitute Aircraft, Boeing will issue to Customer a leasing credit memorandum (Leasing Credit Memorandum) in an amount shown in the table immediately below for the respective Aircraft and Substitute Aircraft minor model. ****
VLS-PA-03815-LA-1208481R1 Special Matters |
SA-1 Page 2 | |||
BOEING PROPRIETARY |
Leasing Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.3 MTOW Credit Memorandum. Boeing will issue to Customer at delivery of the Aircraft or Substitute Aircraft, a maximum take off weight (MTOW) credit memorandum (MTOW Credit Memorandum) **** up to a maximum credit memorandum in an amount shown in the table immediately below for the respective Aircraft or Substitute Aircraft minor model. Such MTOW Credit Memorandum will be applied solely to ****. For the purposes of this MTOW Credit Memorandum, the basic MTOW for the 737-8 Aircraft is ****and the basic MTOW for the 737-9 Aircraft is ****.
MTOW Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.4 MAX Launch Credit Memorandum. Boeing will issue to Customer a MAX launch credit memorandum (MAX Launch Credit Memorandum) in the amount shown in the table immediately below for the respective Aircraft or Substitute Aircraft minor model.
MAX Launch Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.5 Strategic Placement Credit Memorandum. In consideration of Customer’s agreement to cooperatively work with Boeing to place the Aircraft or Substitute Aircraft with airlines identified as strategic by Boeing (Strategic Lessee) and/or place the Aircraft or Substitute Aircraft with airlines who are new operators of 737 MAX aircraft (New MAX Lessee), Boeing will provide a strategic placement credit memorandum (Strategic Placement Credit Memorandum) as follows:
1.5.1 For each Aircraft or Substitute Aircraft Customer places with ****, Boeing will issue, at the time of delivery of each such Aircraft or Substitute Aircraft, a Strategic Lessee Credit Memorandum to Customer in an amount listed below for the respective minor model of the Aircraft or Substitute Aircraft. ****
VLS-PA-03815-LA-1208481R1 Special Matters |
SA-1 Page 3 | |||
BOEING PROPRIETARY |
Strategic Placement Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.5.2 To facilitate placement of the Aircraft or Substitute Aircraft with Strategic Lessees, **** Customer will provide written notice to Boeing of Customer’s intent for placement (Strategic Lessee Notice). Boeing will confirm such placement as a Strategic Lessee placement within ****days of receipt of the Strategic Lessee Notice.
1.5.3 To facilitate placement of the Aircraft or Substitute Aircraft to a New MAX Lessee, a New MAX Lessee is defined as **** Customer will provide written notice to Boeing of Customer’s intent for placement (New MAX Lessee Notice). Boeing will confirm such placement as a New MAX Lessee placement within seven (7) days of receipt of the New MAX Lessee Notice.
1.6 Final Price Concession Credit Memorandum. Boeing will issue to Customer, at delivery of each Aircraft or Substitute Aircraft, a final price concession credit memorandum (Final Price Concession Credit Memorandum) in an amount listed below for the respective minor model of the Aircraft or Substitute Aircraft****
Final Price Concession Credit Memorandum | ||
Model Type |
U.S. Dollar Amount **** | |
737-8 Aircraft |
**** | |
737-9 Aircraft or Substitute Aircraft |
**** |
1.7 Escalation Credit Memorandum. Boeing will issue to Customer, at delivery of each Aircraft or Substitute Aircraft, an escalation credit memorandum (Escalation Credit Memorandum) in the amount of ****
2. Escalation of Credit Memoranda.
Unless otherwise noted, the amounts of the Credit Memoranda stated in Paragraphs 1.1 through 1.7 are in stated in **** and will be escalated to the scheduled month of the respective Aircraft or Substitute Aircraft delivery pursuant to the Airframe Escalation formula set forth in the Purchase Agreement applicable to the Aircraft or Substitute Aircraft. The Credit Memoranda may, at the election of Customer, be (i) applied against the Aircraft Price of the respective Aircraft or Substitute Aircraft at the time of delivery, or (ii) used for the purchase of other Boeing goods and services (but shall not be applied to advance payments).
VLS-PA-03815-LA-1208481R1 Special Matters |
SA-1 Page 4 | |||
BOEING PROPRIETARY |
3. Optional Features Pricing.
****. For the avoidance of doubt, the Optional Features selected for the Aircraft, at the time of final configuration, will be priced at the then-current catalog prices and ****. This provision shall only apply to the Aircraft listed in Table 1A and Table 1BR1 to the Purchase Agreement.
4. Assignment.
Unless otherwise noted herein, the Credit Memoranda described in this Letter Agreement are provided as a financial accommodation to Customer and in consideration of Customer’s taking title to the Aircraft or Substitute at time of delivery and leasing the Aircraft or Substitute to commercial operators. This Letter Agreement cannot be assigned, in whole or in part, without the prior written consent of Boeing. In the event that Customer wishes to assign, or commit to assign, the Purchase Agreement for the purchase of the Aircraft, subject to Boeing’s consent, for the purpose of advance payment or aircraft financing, it is understood that letter agreement VLS-PA-03815-01208479R1 will become applicable and supersede the terms of this letter agreement.
5. Confidential Treatment.
Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (i) employees of Customer and (ii) advisors, including legal advisors to Customer, each with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. In addition to any equitable relief that may be available to Boeing in the event of a breach of this clause, Boeing may rescind the Credit Memoranda contained in paragraph 1 above, in the event of any unauthorized disclosure by Customer.
VLS-PA-03815-LA-1208481R1 Special Matters |
SA-1 Page 5 | |||
BOEING PROPRIETARY |
Very truly yours, | ||
THE BOEING COMPANY | ||
By | Xxxxxx X. Xxxx | |
Its | Attorney-In-Fact | |
ACCEPTED AND AGREED TO this | ||
Date: |
, 2014 | |
AVOLON AEROSPACE LEASING LIMITED | ||
By | Xxxxx Xxxxx | |
Its | Authorised Representative |
VLS-PA-03815-LA-1208481R1 Special Matters |
SA-1 Page 6 | |||
BOEING PROPRIETARY |
VLS-PA-03815-LA-1402314
Avolon Aerospace Leasing Limited
The Oval, Building 0
Xxxxxxxxxx Xxxx
Xxxxxxxxxxx, Xxxxxx 0
Xxxxxxx
Subject: | Advance Payment Matters | |
References: | a.) Purchase Agreement No. PA-03815 (737 MAX Purchase Agreement) between The Boeing Company (Boeing) and Avolon Aerospace Leasing Limited (Customer) relating to Model 737-8 and 737-9 aircraft (MAX Aircraft); | |
b.) Purchase Agreement No. PA-03814 (737-800 Purchase Agreement) between Boeing and Customer relating to Model 737-800 aircraft (737-800 Aircraft); | ||
c.) Purchase Agreement No. PA-04227 (787 Purchase Agreement) between Boeing and Customer relating to Model 787-9 aircraft (787-9 Aircraft); and | ||
d.) Aircraft General Terms Agreement No. AGTA-VLN (AGTA) between Boeing and Customer. |
This letter agreement (Letter Agreement) amends and supplements the 737 MAX Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the 737 MAX Purchase Agreement.
The 737 MAX Purchase Agreement incorporates the terms and conditions of AGTA between Boeing and Customer. This Letter Agreement modifies certain terms and conditions of the AGTA with respect to the Aircraft.
1. **** Advance Payment Schedule.
1.1 Notwithstanding Article 4.2 of the 737 MAX Purchase Agreement and the advance payment schedule provided in Table 1, ****Advance Payments) and choose to pay advance payments in accordance with the ****advance payment schedules set forth in the following Table 1.2 below for the MAX Aircraft and Substitute Aircraft and Table 1.3 below for the Reconfirmation Aircraft (Advance Payments):
1.2 **** Advance Payment Schedule for the MAX Aircraft or Substitute Aircraft.
VLS-PA-03815-LA-1402314 Advance Payment Matters |
SA-1 Page 2 | |||
BOEING PROPRIETARY |
Months Before Delivery |
U.S. Dollar Amount per MAX Aircraft or Substitute Aircraft | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** |
1.3 ****Advance Payment Schedule for the Reconfirmation Aircraft.
Months Before Delivery |
U.S. Dollar Amount | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** |
1.4 Interest on ****Advance Payments.
Customer will pay Boeing interest on the ****Advance Payments from the calendar day on which each advance payment would have been due in accordance with Table 1A and Table 1B of the 737 MAX Purchase Agreement, as amended, until delivery of the applicable ****. The effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially ****, and will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a three hundred sixty (360) day year, and compounded quarterly.
2. ****
2.1 Boeing agrees, pursuant to the terms set forth below, **** pursuant to the following table (****):
Effective Terms |
**** | |
**** |
**** | |
**** |
**** | |
**** |
**** |
2.2 The ****
VLS-PA-03815-LA-1402314 Advance Payment Matters |
SA-1 Page 3 | |||
BOEING PROPRIETARY |
2.3 If for any reason, a Table 1 applicable to any of the **** is amended, including but not limited to a change in the quantity of aircraft, aircraft delivery date(s), Aircraft Basic Price, or SPE estimate, Substitute Aircraft the parties will amend the **** to reflect the associated impact of such change, if any. Such corresponding amendment to this Letter Agreement will be made in a manner consistent with the terms and conditions associated with the Initial Aircraft.
3. ****Mechanics and Requirements.
3.1 Customer will pay the advance payments until such time **** unless required to be paid earlier in accordance with paragraph 3.2 below.
3.2 Upon delivery of an ****, Boeing will apply the amount of advance payments paid by Customer for such Initial Aircraft to the delivery invoice for such Initial Aircraft. This action will cause the aggregate amount of advance payments held by Boeing to decrease. Therefore, on the respective delivery of any such ****, whichever occurs first.
3.3 Customer will pay Boeing interest on any ****, until delivery of the applicable ****. ****The effective rate will be the rate in effect on the first business day of the calendar quarter in which the advance payment was initially ****, and will be reset every calendar quarter. Interest on unpaid amounts will be calculated using a three hundred sixty (360) day year, and compounded quarterly. Accrued interest on the **** for each Initial Aircraft will be due and payable on the date of each Initial Aircraft delivery.
4. Advance Payment Set Off Rights.
4.1 Customer agrees that if it defaults on any payment obligation under any agreement with Boeing and fails to cure such default within the specified cure period or in the absence of any specified cure period after notice from Boeing specifying a time period within which to cure, then Boeing may, in addition to any other rights it may have under any agreement or applicable law, apply any or all advance payments, including the reconfirmation acceptance deposit, paid by Customer under the 737 MAX Purchase Agreement, to cure, in part or in whole, any such default (Set Off).
4.2 In the event Boeing does a Set Off against any payment obligation owed by Customer to Boeing, absent instruction from Boeing to the contrary, Customer will, after such application, replace within thirty (30) business days the amount so applied such that the total amount of advance payments will be restored to the aggregate total amount of payments due and owing under the 737 MAX Purchase Agreement. Customer will make all such restoration payments to Boeing by unconditional wire transfer of immediately available funds in United States Dollars in a bank account in the United States designated by Boeing. Receipt by Boeing of such restoration payments will be deemed to have cured, in part or in whole, the default referred to in paragraph 4.1.
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4.3 For all purposes of this paragraph 4, including without limitation, notice, Set Off or any other application, the term “Boeing” means and includes The Boeing Company, its divisions, subsidiaries, affiliates and the assignees of each. Nothing herein will constitute an election or waiver of any remedy of Boeing; all such remedies will be cumulative. Boeing expressly reserves all of its rights and remedies under any agreement and applicable law.
5. ****of Advance Payments.
5.1 Notwithstanding paragraph 2 **** and paragraph 3 **** above, ****in accordance with the ****advance payment schedules set forth in (i) paragraph 1 above (ii) Letter Agreement VLS-PA-03814-LA-1208467 (Special Matters) to the 737-800 Purchase Agreement and (iii) Letter Agreement VLS-PA-04227-LA-1402160 (Advance Payment Matters) to the 787 Purchase Agreement ****Customer will, pursuant to the provisions of paragraph 3.2, have paid the full amount of all advance payments due for such Delivering Aircraft.
5.2 In the event the total amount of advance payments paid to Boeing for a Delivering Aircraft is less than the full amount required in paragraph 5.1 above, Boeing may re-allocate the amount of any advance payments from ****, at its option, starting in order of the furthest Initial Aircraft from delivery until the full amount of all advance payments due for such Delivering Aircraft have been allocated to the Delivering Aircraft. Should Boeing re-allocate the value of advance payments, then at the time the advance payments from other Aircraft are re-allocated, they will become **** and all applicable terms and conditions herein will apply.
6. Interest Charge Calculation Matters.
6.1 Boeing and Customer agree to **** as described further below:
6.2 For the avoidance of doubt, ****
6.2.1 ****
6.2.2 For the purposes of the 737 MAX Purchase Agreement, Tangible Net Worth means, with respect to Customer, the consolidated net worth (i.e. assets minus liabilities) of such person and its consolidated subsidiaries, plus to the extent not otherwise included in such consolidated net worth, unsecured subordinated debt of such person and its consolidated subsidiaries, minus the consolidated intangibles of such person and its consolidated subsidiaries, including, without limitation, goodwill, trademarks, trade-names, copyrights, patents, patent allocations, licenses and rights in any of the foregoing and other items treated as intangibles in accordance with IFRS.
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7. Assignment.
Notwithstanding any other provisions of the 737 MAX Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer taking title of the Aircraft at the time of delivery and leasing the Aircraft to a commercial operator and cannot be assigned in whole or, in part. Under no circumstances will the ****. In the event that Customer wishes to assign, or commit to assign, the Purchase Agreement for the purchase of the Aircraft, subject to Boeing’s consent, for the purpose of advance payment or aircraft financing, it is understood that letter agreement VLS-PA-03815-01208479R1 will become applicable and supersede the terms of this letter agreement.
8. Confidential Treatment.
Customer understands and agrees that the information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer agrees to limit the disclosure of its contents to (i) employees of Customer and (ii) advisors, including legal advisors to Customer, each with a need to know the contents for purposes of helping Customer perform its obligations under the 737 MAX Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing. In addition to any equitable relief that may be available to Boeing in the event of a breach of this clause, ****
If the foregoing correctly sets forth your understanding of our agreement with respect to the matters treated above, please indicate your acceptance and approval below.
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Very truly yours,
THE BOEING COMPANY | ||
By | Xxxxxx X. Xxxx | |
Its | Attorney-In-Fact | |
ACCEPTED AND AGREED TO this | ||
Date: |
| |
AVOLON AEROSPACE LEASING LIMITED | ||
By | Xxxxx Xxxxx | |
Its | Authorised Signatory |
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