TERM
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DEFINITION
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FIRST REFERENCE
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Advance Payment Base Price
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Seller's estimate of the Aircraft Price is set forth in Article 3.
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Article 3
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Agreement
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Purchase Agreement No. 2216, including all Exhibits, the Detail Specification, attachments, letter agreements and other written modifications and amendments thereto.
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Opening paragraph of the Agreement
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Aircraft (includes "the", "all", "first", "last" "such", /the "Block A Aircraft"/ /the "Block B Aircraft"/ etc.)
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The aircraft described in Article 1, Para. 1.1.
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Article 1, Para. 1.1
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Aircraft Basic Price
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The amount set forth in Article 3
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Article 3
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Aircraft Price
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The total amount Buyer is to pay for an Aircraft which is described in Article 3
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Article 3
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Aircraft Software
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The computer software included with the Aircraft when the Aircraft is delivered by Seller, described in Exhibit B, Part D-1, Para. 1.
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Exhibit B, Part D-1, Para 1
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Airframe Component
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A component described in Exhibit B, Part C, Para. 1.1
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Exhibit B Part C Para. 1.1
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Article
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An Article of the Agreement.
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Article 6, Para. 6.4
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Base Airframe Price
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The airframe price described in Article 3
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Article 3
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Seller
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XxXxxxxxx Xxxxxxx Corporation a wholly owned subsidiary of The Boeing Company.
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Opening paragraph of the Agreement
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Seller Warranty
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Part A of Exhibit B to the Agreement.
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Exhibit B, Part A, Para. 1
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Buyer
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The purchaser of the Aircraft identified in the opening paragraph of the Agreement.
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Opening paragraph of the Agreement
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Buyer Furnished Equipment or BFE
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Equipment provided by Buyer pursuant to Exhibit E for installation by Seller on the Aircraft.
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Article 4.1
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Buyer Furnished Equipment Document
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Document provided by Seller to Buyer defining requirements for BFE. Exhibit E, Para. 1.
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Article 13, Para. 13.1
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Certificate of Airworthiness
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The certificate issued by the FAA pursuant to Part 21 of the Federal Aviation Regulations for
the type of Aircraft purchased under this Agreement as described in Article 8.
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Article 8, Para. 8.1.1.2
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Change Order
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A change to the Detail Specification, as described in Article 7, Para. 7.2.
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Article 7, Para. 7.2/
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Covered Component
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An Airframe Component as described in Exhibit B, Part C, Para. 1.4.
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Exhibit B Part C Para. 1.4
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Customer Support Document
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Exhibit C to the Agreement.
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Article 12, Para. 12.5
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Customer Support General Terms Agreement (CSGTA)
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The general terms agreement No. 31-1 dated March 26, 1997 as may be amended
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Article 13, Para. 13.2
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Customer Support Services
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The Seller services, training and other obligations described in Exhibit C to the Agreement.
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Article 12, Para. 12.5
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Deposit
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The money paid by Buyer to Seller as part of the acceptance of the Aircraft proposal.
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Article 5, Para. 5.1
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Detail Specification
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The Seller document that describes the specifications of the Aircraft modified from time to time to include developmental and Buyer requested changes.
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Article 1, Para. 1.1
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Development Change(s)
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Changes to the basic specification that do not affect price, delivery, guaranteed weight, performance or interchangeability as
described in Article 7, Para. 7.1.
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Article 7, Para. 7.1
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Disclaimer and Release
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The disclaimer and Release set forth in Article 12, Para. 12.2.
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Article 12, Para. 12.2
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Documents
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The data and documents provided by Seller under the Agreement.
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Exhibit C, Part D Para. 2
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Economic Price Adjustment
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Article 3, Para. 0.0.0./
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Article 3, Exhibit D
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Engine(s)
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The engines installed on the Aircraft as described in the Detail Specification.
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Article 3, Para. 3.1.2
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Excusable Delay
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A delay resulting from any of the causes described in Article 6, Para. 6.1.
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Article 6, Para. 6.1
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FAA
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The Federal Aviation Administration of the Department of Transportation of the United States, including the Administrator of the Federal Aviation
Administration, the National Transportation Safety Board and any other authority or agency of the Federal Government of the United States having like jurisdiction.
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Article 8, Para. 8.1.1
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Failed Component
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A component as described in Exhibit B, Part C, Para. 1.6.
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Exhibit B Part C Para. 1.6
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Failure
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Any breakage or defect as described in Exhibit B, Part C, Para. 5.
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Exhibit B Part C Para. 1.5
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Federal Aviation Regulations
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The United States Federal Aviation Regulations and, if they are redesignated or discontinued, any comparable regulations or parts thereof issued by the FAA.
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Article 8, Para. 8.1.1.1
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Field Service(s)
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Seller-provided services as described in Exhibit C, Part B, Para. 2.
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Exhibit C, Part B, Para. 2
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Field Service Period
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The length of xxxx Xxxxxx provides Field Service to Buyer as described in Exhibit C, Part B, Para. 2.1.
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Exhibit C, Part B, Para. 2.1
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Flight Training Planning Conference
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A planning conference as described in Exhibit C, Part C, Para. 2.
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Exhibit C, Part C, Para. 2
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Flight Training Program
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The program of flight training described in Exhibit C, Part C, Para. 3.
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Exhibit C, Part C, Para. 3
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Interface Problem
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A technical problem attributed to the design characteristics of the Aircraft or its systems, as described in Exhibit B, Part G, Para. 1.
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Exhibit B, Part G, Para. 1
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Landing Gear Component
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A component as described in Exhibit B, Part C, Para. 1.2.
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Exhibit B Part C Para. 1.2
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Maintenance Training Planning Conference
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A planning conference as described in Exhibit C, Part A, Para. 2.
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Exhibit C, Part A, Para. 2
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Maintenance Training Program
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The program of training described in Exhibit C, Part A, Para. 3.
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Exhibit C, Part A, Para. 3
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Major Damage
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Damage described in Exhibit C, Part C, Para. 11.3.
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Exhibit C Part C Para. 11.3
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Manufacturer Change(s)
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A change to the Aircraft or performance required of Seller as described in Article 8, Para. 8.2.1.
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Article 8, Para. 8.2.1
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Operator Change(s)
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A change to the Aircraft described in Article 8, Para. 8.3.1.
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Article 8, Para. 8.3.1
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Performance Guarantees
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The written guarantees regarding the operational performance of the Aircraft set forth in the Agreement or the Detail Specification.
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Article 1, Para. 1.3
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Policy (Seller Service Life Policy)
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Exhibit B, Part C, Para. 2.
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Exhibit B, Part C, Para. 2
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Price First Published
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Article 3, Para. 3.1.7.
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Article 3,
Para. 3.1.7
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Product Assurance Document
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Exhibit B of the Agreement.
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Article 12, Para. 12.1
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Revenue Service Training
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Flight Training conducted on the Aircraft during revenue service with cargo and/or passengers on board, as described in Exhibit C, Part C, Para. 8.
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Exhibit C, Part C, Para. 8
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Software Documentation
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A listing of components and equipment referred to in Exhibit C, Part D, Para. 3.3.6.
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Exhibit C, Part D, Para. 3.3.6
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Spare Component
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A component as described in Exhibit B, Part C, Para. 1.3.
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Exhibit B Part C Para. 1.3
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Special Features
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Article 3, Para. 3.1.1.
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Article 3,
Para. 3.1.1
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Standard Airworthiness Certificate
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A certificate issued by the FAA, pursuant to Part 21 of the Federal Aviation Regulations as described in Article 8, Para. 8.1.1.2.
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Article 8, Para.
8.1.1.2
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Target Delivery Date
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A non binding estimated delivery date provided for Buyer's planning purposes, described in Article 2.
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Article 2, Para. 2.2
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Taxes
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The term "Taxes" defined in Article 4, Para. 4.1.
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Article 2, Para. 2.3
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Type Certificate
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A certificate issued by the FAA pursuant to Part 21 of the Federal Aviation Regulations described in Article 8, Para. 8.1.1.1.
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Article 8, Para. 8.1.1.1
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Warranty Labor Rate
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The hourly labor rate defined in Exhibit B, Part B, Para. 5.3.
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Exhibit B, Part B, Para. 5.3
2216-1
Trans World Airlines, Inc.
One City Centre
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 2216-1 to Purchase Agreement No. 2216-Seller Purchased Equipment
This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between XxXxxxxxx Xxxxxxx Corporation a
wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).
For purposes of this Letter Agreement the following definitions apply:
Seller Purchased Equipment (SPE) is Buyer Furnished Equipment (BFE) that Seller purchases for Buyer.
Developmental Buyer Furnished Equipment (DBFE) is all BFE not previously certified for installation on the same model aircraft.
Developmental Seller Purchased Equipment (DSPE) is DBFE which is converted to SPE. This Letter Agreement does not include developmental avionics.
Developmental avionics are avionics that have not been previously certified for installation on the same model aircraft.
All other terms used herein and in the Agreement, and not defined above, will have the same meaning as in the Agreement.
Buyer may request that Seller purchase as SPE the BFE which has been changed to SPE by Change Request. In such event, Seller and Buyer agree as follows:
1. Price.
Aircraft Price. The Aircraft Price will be adjusted to reflect (i) the actual costs charged Seller by the SPE suppliers, (ii) a handling fee of 9.2% of such
costs and (iii) transportation charges.
Advance Payment Base Price. The Aircraft Advance Payment Base Price will include an estimate for SPE in the amount of $350,000 (1998 $ STE).
2. Responsibilities.
2.1 Buyer is responsible for:
(i) selecting a FAA certifiable part;
(ii) providing to Seller the SPE part specification/Buyer requirements;
(iii) assuring that the SPE supplier delivers technical data (in English) to Seller as required to support the installation and certification of the SPE items; and
(iv) at Sellers request, providing technical advisors to assist Seller in the installation, calibration, repair or replacement, if defective, of any SPE.
2.2. Seller is responsible for:
(i) using its diligent efforts to obtain the lowest reasonable cost from the SPE suppliers;
(ii) placing and managing the purchase order with the supplier;
(iii) coordinating with the suppliers on technical issues;
(iv) using its diligent efforts (without waiving Buyers data obligations above) to obtain from the SPE suppliers, by the date required, data to support the SPE;
(v) ensuring that the delivered SPE complies with the part specification;
(vi) obtaining certification of the Aircraft with the SPE installed; and
(vii) obtaining for Buyer the supplier's standard warranty for the SPE. SPE is deemed to be BFE for purposes of Exhibit B, the Product Assurance Document,
of the Agreement.
3. Changes.
After this Letter Agreement is signed, changes to SPE may only be made by and between Seller and the suppliers. Buyer's contacts with SPE suppliers relating
to design (including selection of materials and colors), weights, prices or schedules are for informational purposes only. If Buyer wants changes made to any of the above,
requests must be made directly to Seller for negotiating with the supplier.
4. Proprietary Rights.
Seller's obligation to purchase SPE will not impose upon Seller any obligation to compensate Buyer or any supplier for any proprietary rights Buyer may have in
the design of the SPE.
5. Provisioning Data.
Seller will have no obligation to include in its provisioning data for Buyer's Aircraft information covering the repair or replacement of SPE items unless
Buyer provides such data to Seller in accordance with Seller's requirements. However, if Seller has such information in its existing provisioning data files and Seller
has a right to disclose that information to Buyer, such information will be included in Buyer's Aircraft provisioning data at no additional cost to Buyer.
6. Interchange of SPE.
To properly maintain Seller's production flow and to preserve Seller's delivery commitments, Seller reserves the right, if necessary, due to equipment
shortages or failures, to interchange new items of BFE or SPE acquired from or for Customer with new items of the same part numbers acquired from or for other
customers of Seller provided that such interchange not delay delivery of an Aircraft. Used BFE or SPE acquired from Buyer or from other customers of Seller will
not be interchanged.
7. Remedies.
If Buyer does not comply with the obligations above, Seller may delay delivery of the Aircraft which shall be deemed an Excusable Delay. The price of the Aircraft
shall be increased by the amount of Seller's additional costs attributable to any such delay or failure by Buyer, including without limitation, interest on the unpaid balance
of such price, storage, taxes, insurance and the costs of out of sequence installations. In such event, Seller shall act in good faith with Buyer to develop a course of action
which will facilitate delivery of the affected aircraft at the earliest possible date. However, if Seller and Buyer are unable to so develop a mutually satisfactory course of
action, in the event of such a delay and without waiving any other rights and remedies Seller may have, Seller may (i) elect to deliver the Aircraft without the installation
of the unapproved, delayed or nonconforming SPE and Seller shall thereupon be relieved of all obligations to install such SPE or (ii) purchase the same or substantially
equivalent equipment from any other source and install and invoice Buyer for such purchase and equitably adjust the price of the Aircraft and any other affected provisions
of the Agreement to reflect such purchase and associated retesting, adjustment and calibration.
8. Buyer's Indemnification of Seller.
Buyer will indemnify and hold harmless Seller 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 Buyer but not employees of Seller, or for
loss of or damage to any property, including Aircraft, arising out of or in any way connected with any non conformance or defect in any SPE and whether or not arising in
tort or occasioned in whole or in part by the negligence of Seller, whether active, passive or imputed. This indemnity will not apply with respect to any non conformance or
defect caused solely by Seller's installation of the SPE.
Very truly yours,
XXXXXXXXX XXXXXXX CORPORATION
A WHOLLY-OWNED SUBSIDIARY
OF THE BOEING COMPANY
By ________________________________
Its Attorney-In-Fact
ACCEPTED AND AGREED TO as of this
Date: , 1998
TRANS WORLD AIRLINES, INC.
By _________________________________
Its _________________________________
2216-2
Trans World Airlines, Inc.
One City Centre
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 2216-2 to Purchase Agreement No. 2216-Spares Initial Provisioning
This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between XxXxxxxxx Xxxxxxx Corporation a
wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to Model 717-231 aircraft (the Aircraft).
All terms used herein and in the Purchase Agreement, and not defined herein, will have the same meaning as in the Agreement.
1. Applicability.
This letter will apply to initial provisioning for the 717-231 Aircraft.
2. Initial Provisioning Meeting.
Seller will conduct an initial provisioning meeting (Initial Provisioning Meeting) with Buyer to establish mutually agreeable procedures to accomplish Buyer's initial
provisioning of spare parts for the Aircraft. The parties will agree, during the Initial Provisioning Meeting on the operational data to be provided by Buyer for Seller's
use in preparing its quantity recommendations for initial provisioning of spare parts for the Aircraft, exclusive of special tools, ground support equipment, engines and
engine parts (Provisioning Items). Such operational data to be provided by Buyer will be the data described in the Boeing Initial Provisioning Implementation Manual
which will be furnished to Buyer prior to the Initial Provisioning Meeting. The parties will also agree on the provisioning documentation to be provided by Seller. Such
data will be essentially in accordance with the provisions of Chapter 1 of ATA International Specification 2000, Revision 6, dated February 1, 1998, as
described in Seller Initial Provisioning Implementation Manual MDC K0064 (such data will be hereinafter referred to collectively as the "Provisioning Data"). Seller
will provide instruction in the use of the initial provisioning documentation. This instruction will be provided in conjunction with the Initial Provisioning Meeting. In addition,
the parties will discuss spares ordering procedures and other matters related to the provisioning for the Aircraft. The time and location for such Initial Provisioning Meeting
will be mutually agreed upon between the parties; however, Seller and Buyer will use their best efforts to convene such meeting within 30 days after execution of the Agreement.
3. Initial Provisioning Documentation.
3.1 Provisioning Data. Seller will use its best reasonable efforts to furnish by February 1, 1999 The Provisioning Data which will be as complete as possible and
will cover Provisioning Items selected by Seller for review by Buyer for initial provisioning for the Aircraft. The Provisioning Data will set forth the prices for Provisioning Items
which are Seller Spare Parts and such prices will be firm and remain in effect until the date or dates set forth in Paragraph 4.1, Seller Spare Parts, by which
orders must be placed with Seller. Seller will, from time to time, until a date approximately 90 days following delivery of the last Aircraft or until the delivery configuration of each
of the Aircraft is reflected in the Provisioning Data, whichever is later, furnish to Buyer revisions to the Provisioning Data.
3.2 Provisioning IPC. Seller will as soon as is reasonably practical furnish to Buyer a Seller Illustrated Parts Catalog (IPC), hereinafter referred to as the "Provisioning
IPC." The Provisioning IPC will be as complete as possible and will cover Provisioning Items selected by Seller for review by Buyer for initial provisioning for the Aircraft. Seller will,
from time to time, until a date approximately 90 days following delivery of the last Aircraft, or until the delivery configuration of each of the Aircraft is reflected in the Provisioning IPC,
whichever is later, furnish to Buyer revisions to the Provisioning IPC.
3.3 Buyer Furnished Equipment (BFE) Provisioning Data.
3.3.1 Seller's Responsibility. Seller will include BFE end items in the Provisioning Data and Provisioning IPC for BFE installed on Buyer's Aircraft provided such
equipment has been installed on other Aircraft by Seller and Seller has data on the BFE.
3.3.2 Buyer's Responsibility. Buyer will be responsible for ensuring BFE data is provided to Seller by the BFE supplier in a format acceptable to Seller for BFE not
covered by 3.3.1 above. If the data is not provided to Seller in a timely manner and in a format acceptable to Seller, such BFE equipment will not be included in Seller's Provisioning Data or IPC.
3.4 Other Data. Seller will submit to Buyer listings of Raw Materials, Standard Parts and Bulk Materials to be used by Buyer in the maintenance and repair of the Aircraft.
4. Purchase from Seller of Spare Parts as Initial Provisioning for the Aircraft.
4.1 Seller Spare Parts. Buyer will place orders, as required, for Provisioning Items as soon as is reasonably practical. At Buyer's request, Seller will process "controlled shipments"
by shipping full or partial quantities of an order on a schedule specified by Buyer, provided the final shipment is made no later than 24 months after receipt of the order.
4.2 Vendor Provisioning Items. Buyer may place orders with Seller for Provisioning Items which are manufactured by vendors or to their detailed design and are covered by
the Provisioning Data as initial provisioning for the Aircraft. The price to Buyer for any such vendor Provisioning Item will be 112% of the vendor's quoted price to Seller therefor. If Buyer
elects to purchase such vendor Provisioning Items from Seller, Buyer will place its orders therefor in accordance with the provisions of Paragraph 4.1, Seller Spare Parts.
4.3 Ground Support Equipment and Special Tools. Buyer may place orders with Seller for ground support equipment (GSE) and special tools manufactured by vendors which
Buyer determines it will initially require for maintenance, overhaul and servicing of the Aircraft and/or engines. The price to Buyer for such GSE or special tools will be one hundred twelve
percent (112%) of the vendor's quoted price to Seller therefor. If Buyer elects to purchase such GSE and special tools from Seller, Buyer will place its orders therefor by the date set forth in
Paragraph 4.1, Seller Spare Parts or such later date as the parties may mutually agree.
4.4 Spare Engines and Engine Spare Parts. Buyer may place orders with Seller for spare engines and/or engine spare parts which Buyer determines it will initially require for
support of the Aircraft or for maintenance and overhaul of the engines. The price to Buyer for such spare engines or such engine spare parts, will be 105% of the engine manufacturer's quoted
price to Seller for the engine, and 112% of the engine manufacturer's quoted price to Seller for the engine spare parts. If Buyer elects to purchase such spare engines or engine spare parts through
Seller, Buyer will place its orders on a date to be mutually agreed upon during the Initial Provisioning Meeting.
4.5 QEC Kits. Responsibility for Engine Support and QEC Kits belongs to Engine manufacturer, BMW, and X.X. Xxxxxxxx (formerly Xxxx)respectively. Boeing will assist, if requested
by Buyer, to review data provided by said manufacturers.
4.6 Payment for Provisioning Items. The payment provisions of the General Terms Agreement between Seller and Buyer will be applicable to Provisioning Items ordered by Buyer from
Seller for the Aircraft.
5. Delivery.
Seller will, insofar as reasonably possible, deliver to Buyer the Spare Parts ordered by Buyer in accordance with the provisions of this letter on dates reasonably calculated to conform to Buyer's
anticipated needs in view of the scheduled deliveries of the Aircraft. Buyer and Seller will agree upon the date to begin delivery of the Provisioning Spare Parts ordered in accordance with this letter.
Where appropriate, Seller will arrange for shipment of such Spare Parts, which are manufactured by vendors, directly to Buyer from the applicable vendor's facility. The routing and method of shipment
for initial deliveries and all subsequent deliveries of such Spare Parts will be as mutually agreed between Seller and Buyer.
6. Substitution for Obsolete Spare Parts.
6.1 Obligation to Substitute. In the event that, prior to delivery of the first Aircraft pursuant to the Agreement, any Spare Part purchased by Buyer from Seller in accordance with this
letter is rendered obsolete or unusable due to the redesign of the Aircraft or of any accessory, equipment or part therefor, (other than a redesign at Buyer's request), Seller will deliver to Buyer new
and usable Spare Parts in substitution for such obsolete or unusable Spare Parts and Buyer will return the obsolete or unusable Spare Parts to Seller. Seller will credit Buyer's account with Seller with
the price paid by Buyer for any such obsolete or unusable Spare Part and will invoice Buyer for the purchase price of any such substitute Spare Part delivered to Buyer.
6.2 Delivery of Obsolete Spare Parts and Substitutes Therefor. Obsolete or unusable Spare Parts returned by Buyer pursuant to this Item will be delivered to Seller
at its Seattle Distribution Center, or such other destination as Seller may reasonably designate. Spare Parts substituted for such returned obsolete or unusable Spare Parts will be delivered to Buyer
at Seller's Seattle Distribution Center, or such other Seller shipping point as Seller may reasonably designate. Seller will pay the freight charges for the shipment from Buyer to Seller of any such obsolete
or unusable Spare Part and for the shipment from Seller to Buyer of any such substitute Spare Part.
7. Repurchase of Provisioning Items.
7.1 Obligation to Repurchase. During a period commencing 1 year after delivery of the first Aircraft under the Agreement, and ending 5 years after such delivery, Seller will, upon receipt
of Buyer's written request and subject to the exceptions in Paragraph 7.2, Exceptions, repurchase unused and undamaged Provisioning Items which (i) were recommended by Seller in
the Provisioning Data as initial provisioning for the Aircraft, (ii) were purchased by Buyer from Seller, and (iii) are surplus to Buyer's needs including those purchased items that are surplus to Buyers needs
as a result of termination of an Aircraft. Seller will provide any assistance reasonably requested by Buyer with respect to the repurchasing by a vendor of that vendor's Provisioning Items.
7.2 Exceptions. Seller will not be obligated under Paragraph 7.1, Obligation to Repurchase, to repurchase any of the following: (i) quantities of Provisioning Items in excess
of those quantities recommended by Seller in the Provisioning Data for the Aircraft, (ii) Bulk Material Kits, Raw Material Kits, Service Bulletin Kits, Standards Kits and components thereof (except those
components listed separately in the Provisioning Data), (iii) Provisioning Items for which an Order was received by Seller more than 5 months after delivery of the last Aircraft, (iv) Provisioning Items which
have become obsolete or have been replaced by other Provisioning Items as a result of (a) Buyer's modification of the Aircraft or (b) design improvements by Seller or the vendor (other than Provisioning Items
which have become obsolete because of a defect in design if such defect has not been remedied by an offer by Seller or the vendor to provide no charge retrofit kits or replacement parts which correct such
defect), and (v) Provisioning Items which become excess as a result of a change in Buyer's operating parameters, provided to Seller pursuant to the Initial Provisioning meeting in Paragraph 2, which were
the basis of Seller's initial provisioning recommendations for the Aircraft.
7.3 Notification and Format. Buyer will notify Seller, in writing, when Buyer desires to return Provisioning Items which Buyer's review indicates are eligible for repurchase by Seller under the
provisions of this Repurchase of Provisioning Items paragraph. Buyer's notification will include a detailed summary, in part number sequence, of the Provisioning Items Buyer desires to return. Such summary will
be in the form of listings, tapes, diskettes or other media as may be mutually agreed between Seller and Buyer, and will include part number, nomenclature, purchase order number, purchase order date and quantity
to be returned. Within 5 business days after receipt of Buyer's notification, Seller will advise Buyer, in writing, when Seller's review of such summary will be completed.
7.4 Review and Acceptance by Seller. Upon completion of Seller's review (which Seller will use its best reasonable efforts to complete no later than 30 days after receipt of the data from Buyer) of
any detailed summary submitted by Buyer pursuant to Paragraph 7.3, Seller will issue to Buyer a Material Return Authorization (MRA) for those Provisioning Items Seller agrees are eligible for repurchase in
accordance with this Repurchase of Provisioning Items paragraph. Seller will advise Buyer of the reason that any spare part included in Buyer's detailed summary is not eligible for return. Seller's MRA will state the
date by which Provisioning Items listed in the MRA must be redelivered to Seller and Buyer will arrange for shipment of such Provisioning Items accordingly.
7.5 Price and Payment. The price of each Provisioning Item repurchased by Seller pursuant to this Repurchase of Provisioning Items paragraph will be an amount equal to 100% of the original invoice
price thereof. In the case of Provisioning Items manufactured by a vendor which were purchased pursuant to Xxxxxxxxx 0, Xxxxxxxx from Seller of Spare Parts as Initial Provisioning for the Aircraft,
hereof the repurchase price will not include Seller's 12% handling charge. Seller will pay the repurchase price by issuing a credit memorandum in favor of Buyer which may be applied against amounts due Seller for
the purchase of aircraft, Spare Parts, services or data.
7.6 Delivery of Provisioning Items. Provisioning Items repurchased by Seller pursuant to this Repurchase of Provisioning Items paragraph will be delivered to Seller F.O.B. at its Seattle Distribution
Center, or such other destination as Seller may reasonably designate. Buyer will pay the freight charges for the shipment from Buyer to Seller of any such Provisioning Items.
8. Obsolete Spare Parts and Surplus Provisioning Items - Title and Risk of Loss.
Title to and risk of loss of any obsolete or unusable Spare Parts returned to Seller pursuant to Paragraph 6, Substitution for Obsolete Spare Parts, will pass to Seller upon delivery thereof to
Seller. Title to and risk of loss of any Spare Part substituted for an obsolete or unusable Spare Part pursuant to Paragraph 6, Substitution for Obsolete Spare Parts, will pass to Buyer upon delivery
thereof to Buyer. Title to and risk of loss of any Provisioning Item repurchased by Seller pursuant to Xxxxxxxxx 0, Xxxxxxxxxx of Provisioning Items, will pass to Seller upon delivery thereof to Seller.
With respect to the obsolete or unusable Spare Parts which may be returned to Seller and the Spare Parts substituted therefore, pursuant to Paragraph 6, and the Provisioning Items which may be repurchased by
Seller, pursuant to Paragraph 7, the party which has risk of loss of any such Spare Part or Provisioning Item will have the responsibility of providing any insurance coverage for it desired by such party.
9. Supplier Support.
Seller has entered, or anticipates entering, into product support agreements with suppliers (Seller Suppliers) of major system components manufactured by such Suppliers to be installed on the Aircraft (Supplier
Components). Such product support agreements commit, or are expected to commit, the Seller Suppliers to provide to Seller's Buyers and/or the Buyer's designees support services with respect to the Supplier Components
which can be reasonably expected to be required during the course of normal operation. This support includes but is not limited to shelf-stock of certain spare parts, emergency spare parts, timely delivery of spare parts, and
technical data related to the Supplier Components. Copies of such product support agreements will be provided to Buyer as soon as is reasonably practical in Seller Document PSSAM. In the event Buyer has used due
diligence in attempting to resolve any difficulty arising in normal business transactions between Buyer and a Seller Supplier with respect to product support for a Supplier Component manufactured by such Supplier and if
such difficulty remains unresolved, Seller will, if requested by Buyer, assist Buyer in resolving such difficulty. Assistance will be provided by the Spares Supplier Support and Data Management Organization within the
Seller Buyer Services Division.
10. In the event of termination of the Agreement with respect to any Aircraft
(i) pursuant to Article 6.2 of the Agreement, or
(ii) pursuant to Article 6.3 of the Agreement
such termination will, if Buyer so requests by written notice received by Seller within 15 days after such termination, also discharge and terminate all obligations and liabilities of the parties as to any Spare Parts which
Buyer had ordered pursuant to the Provisions of this letter as initial provisioning for such Aircraft and which are undelivered on the date Seller receives such written notice.
Very truly yours,
XXXXXXXXX XXXXXXX CORPORATION
A WHOLLY OWNED-SUBSIDIARY
OF THE BOEING COMPANY
By ___________________________
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: ____________________,1998
TRANS WORLD AIRLINES, INC.
By ___________________________
Its ___________________________
6-1162-RCN-1332
Trans World Airlines, Inc.
One City Centre
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 6-1162-RCN-1332 to Purchase Agreement No. 2216 -Aircraft Performance Guarantees
This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between XxXxxxxxx Xxxxxxx
Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to
Model 717-231 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.
[Applies to entire body of letter].*
Very truly yours,
XXXXXXXXX XXXXXXX CORPORATION
A WHOLLY OWNED-SUBSIDIARY OF
THE BOEING COMPANY
By ________________________
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: __________________,1998
Trans World Airlines, Inc.
By _________________________
Its ________________________
Attachment
* Confidential Information omitted and filed separately with the Commission.
6-1162-RCN-1333
Trans World Airlines, Inc.
One City Centre
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 6-1162-RCN-1333 to Purchase Agreement No. 2216 -Other Matters
This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between XxXxxxxxx Xxxxxxx
Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to
Model 717-231 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.
[Applies to entire body of letter].*
Very truly yours,
XXXXXXXXX XXXXXXX CORPORATION
A WHOLLY OWNED-SUBSIDIARY OF
THE SELLER COMPANY
By ________________________
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: __________________,1998
Trans World Airlines, Inc.
By _________________________
Its ________________________
* Confidential Information omitted and filed separately with the Commission.
6-1162-RCN-1334
Trans World Airlines, Inc.
One City Centre
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 6-1162-RCN-1334 to Purchase Agreement No. 2216 -Business Considerations
This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between XxXxxxxxx Xxxxxxx
Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to
Model 717-231 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.
[Applies to entire body of letter].*
Very truly yours,
XXXXXXXX XXXXXXX CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
THE BOEING COMPANY
By: ______________________________
Its:______________________________
ACCEPTED AND AGREED TO this
Date: _______________ , 1998
TRANS WORLD AIRLINES, INC.
By: _______________________________
Its: ______________________________
* Confidential Information omitted and filed separately with the Commission.
6-1162-RCN-1335
Trans World Airlines, Inc.
One City Centre
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 6-1162-RCN-1335 to Purchase Agreement No. 2216 - Option Aircraft
This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between XxXxxxxxx Xxxxxxx
Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to
Model 717-231 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.
[Applies to entire body of letter].*
Very truly yours,
XXXXXXXX XXXXXXX CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
THE BOEING COMPANY
By: ______________________________
Its:______________________________
ACCEPTED AND AGREED TO this
Date: _______________ , 1998
TRANS WORLD AIRLINES, INC.
By: ______________________________
Its: ______________________________
* Confidential Information omitted and filed separately with the Commission.
6-1162-RCN-1336
Trans World Airlines, Inc.
One City Centre
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: Letter Agreement No. 6-1162-RCN-1336 to Purchase Agreement No. 2216 -Promotion Support
This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between XxXxxxxxx Xxxxxxx
Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to
Model 717-231 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.
[Applies to entire body of letter].*
Very truly yours,
XXXXXXXX XXXXXXX CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
THE BOEING COMPANY
By: ______________________________
Its:______________________________
ACCEPTED AND AGREED TO this
Date: _______________ , 1998
TRANS WORLD AIRLINES, INC.
By: _______________________________
Its: ______________________________
* Confidential Information omitted and filed separately with the Commission.
6-1162-RCN-1337
Trans World Airlines, Inc.
One City Centre
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: *
This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between XxXxxxxxx Xxxxxxx
Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to
Model 717-231 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.
[Applies to entire body of letter].*
Very truly yours,
XXXXXXXX XXXXXXX CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
THE BOEING COMPANY
By: ______________________________
Its:______________________________
ACCEPTED AND AGREED TO this
Date: _______________ , 1998
TRANS WORLD AIRLINES, INC.
By: _______________________________
Its: ______________________________
* Confidential Information omitted and filed separately with the Commission.
6-1162-RCN-1338
Trans World Airlines, Inc.
One City Centre
000 Xxxxx Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: *
Reference: Purchase Agreement No. 2216 (The Purchase Agreement) between XXXXXXXXX XXXXXXX CORPORATION a wholly owned subsidiary
of THE BOEING COMPANY (Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-231 aircraft (the Aircraft)
This letter amends the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
[Applies to entire body of letter.]*
Sincerely,
XXXXXXXXX XXXXXXX CORPORATION,
a wholly-owned subsidiary of
THE BOEING COMPANY
BY _____________________
ITS ____________________
ACCEPTED AND AGREED TO THIS
DATE: _____________, 1998
TRANS WORLD AIRLINES, INC.
BY _____________________
ITS ____________________
* Confidential Information omitted and filed separately with the Commission.
6-1162-RCN-1340
Trans World Airlines, Inc.
One City Centre
000 X. Xxxxx Xxxxxx
00xx Xxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: *
This Letter Agreement amends Purchase Agreement No. 2216 dated of even date herewith (the Agreement) between XxXxxxxxx Xxxxxxx
Corporation a wholly-owned subsidiary of The Boeing Company (Seller) and Trans World Airlines, Inc. (Buyer) relating to
Model 717-231 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein will have the same meaning as in the Agreement.
[Applies to entire body of letter].*
Very truly yours,
THE XXXXXXXXX XXXXXXX COMPANY
A WHOLLY-OWNED SUBSIDIARY
OF THE BOEING COMPANY
By ________________________
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: __________________,1998
Trans World Airlines, Inc.
By _________________________
Its ________________________
* Confidential Information omitted and filed separately with the Commission.
Exhibit A
BOEING 717-200 FLIGHT SIMULATOR SPECIFICATION SHEET
[Applies to entire body of letter].*
* Confidential Information omitted and filed separately with the Commission.
6-1162-RCN-1343
Trans World Airlines, Inc.
One City Centre
000 Xxxxx Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: Application of Advance Payments
Reference: Purchase Agreement No. 2216 (Agreement) between XXXXXXXXX XXXXXXX CORPORATION a wholly owned subsidiary
of THE BOEING COMPANY (Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-231 aircraft (the Aircraft)
This letter amends the Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Agreement.
[Applies to entire body of letter].*
Sincerely,
XXXXXXXXX XXXXXXX CORPORATION,
a wholly owned subsidiary of
THE BOEING COMPANY
BY _______________________________
ITS _______________________________
ACCEPTED AND AGREED TO THIS
DATE: _____________, 1998
TRANS WORLD AIRLINES, INC.
BY ________________________________
ITS ________________________________
* Confidential Information omitted and filed separately with the Commission.
6-1162-RCN-1344
Trans World Airlines, Inc.
One City Centre
000 Xxxxx Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: *
Reference: Agreement No. 2216 (The Purchase Agreement) between XXXXXXXXX XXXXXXX CORPORATION a wholly owned subsidiary of
THE BOEING COMPANY (Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-231 aircraft (the Aircraft)
This letter amends the Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Agreement.
[Applies to entire body of letter].*
Sincerely,
XXXXXXXXX XXXXXXX CORPORATION,
a wholly owned subsidiary of
THE BOEING COMPANY
BY ____________________________
ITS ___________________________
ACCEPTED AND AGREED TO THIS
DATE: _____________, 1998
TRANS WORLD AIRLINES, INC.
BY ____________________________
ITS ____________________________
* Confidential Information omitted and filed separately with the Commission.
6-1162-RCN-1345
Trans World Airlines, Inc.
One City Centre
000 Xxxxx Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Subject: *
Reference: Purchase Agreement No. 2216 (The Purchase Agreement) between XXXXXXXXX XXXXXXX CORPORATION a wholly owned
subsidiary of THE BOEING COMPANY (Seller) and TRANS WORLD AIRLINES, INC.(Buyer) relating to Model 717-231 aircraft (the Aircraft)
This letter amends Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
[Applies to entire body of letter].*
Sincerely,
XXXXXXXXX XXXXXXX CORPORATION,
a wholly-owned subsidiary of
THE BOEING COMPANY
BY __________________________
ITS _________________________
ACCEPTED AND AGREED TO THIS
DATE: _____________, 1998
TRANS WORLD AIRLINES, INC.
BY __________________________
ITS _________________________
* Confidential Information omitted and filed separately with the Commission.
December 18, 1998
1-9541-JBM-967
Trans World Airlines, Inc.
One City Center
000 Xxxxx Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
Attention: Xx. Xxxxxxx X. Xxxxxxx,
Senior Vice President and Chief Financial Officer
Xx. Xxxxxxx X. Xxxxxx
Vice President and Deputy General Counsel
Subject:*
Gentlemen:
We refer to Purchase Agreement No. 2216 dated of even date herewith (including Letter Agreement 6-1162-RCN-1337 to be dated and issued
simultaneously therewith, the "Purchase Agreement") between XxXxxxxxx Xxxxxxx Corporation ("MDC"), a wholly owned subsidiary of The
Boeing Company ("Boeing") and Trans World Airlines, Inc. ("TWA") relating to the sale by MDC and the purchase by TWA of one hundred
(100) Boeing Model 717-231 aircraft, with the purchase of fifty (50) of such aircraft being firm (the "Firm Aircraft") and the purchase of fifty (50) of such
aircraft being subject to certain rights of TWA to cause such aircraft to become option aircraft (the "Option Aircraft"; together with the Firm Aircraft,
the "Aircraft").
[*Applies to entire body of letter].*
Very truly yours,
THE BOEING COMPANY
By: _________________________
Its: _________________________
Attachment
ACCEPTED AND AGREED TO
this ______ day of December, 1998.
TRANS WORLD AIRLINES, INC.
By: ____________________________
Its: ____________________________
*Confidential Information omitted and filed separately with the Commission.
The Boeing Company
Trans World Airlines, Inc.
[*Applies to entire body of document].*
*Confidential Information omitted and filed separately with the Commission.
June ____, 1999
Trans World Airlines, Inc.
One City Centre
000 Xxxxx Xxxxx Xxxxxx
Xx. Xxxxx, Xxxxxxxx 00000
BMW Rolls Royce GmbH
Xxxxxxxxx 00
X-00000 Xxxxxxxxx
Xxxxxxx
Re:*
Ladies and Gentlemen:
Reference is made to Purchase Agreement No. 2216 dated as of December 18, 1998 between XxXxxxxxx Xxxxxxx Corporation ("Seller"), a wholly owned
subsidiary of The Boeing Company ("Boeing") and Trans World Airlines, Inc. ("Buyer") relating to the sale of fifty (50) firm Model 717-231 aircraft (each firm Model 717-231
aircraft is hereinafter referred to as an "Aircraft" and collectively as the "Aircraft").
This letter when accepted by BMW Rolls Royce GmbH ("BRR") will become part of Purchase Agreement No. 2216 and will evidence our agreement
with respect to the matters set forth below.
All terms used herein and in Purchase Agreement No. 2216 and not defined herein, shall have the same meaning as in Purchase Agreement No. 2216.
[Applies to entire body of letter.]*
Very truly yours,
XxXXXXXXX XXXXXXX CORPORATION
A Wholly Owned Subsidiary of The Boeing Company
By ________________________
Its ________________________
ACCEPTED AND AGREED TO THIS
As of this _____ day of June, 1999.
TRANS WORLD AIRLINES, INC.
By ________________________
Its ________________________
ACCEPTED AND AGREED TO THIS
As of this _____ day of June, 1999.
BMW ROLLS ROYCE GmbH
By ________________________
Its ________________________
*Confidential Information omitted and filed separately with the Commission.
ATTACHMENT A
6-1162-RCN-[BRR]
BMW Rolls Royce GmbH
Xxxxxxxxx 00
X-00000 Xxxxxxxxx
Xxxxxxx
Subject: Letter Agreement No. 6-1162-RCN-[BRR]
This Letter Agreement amends Purchase Agreement No. 2216 dated as of December 18, 1998 (the "Agreement") between XxXxxxxxx Xxxxxxx
Corporation ("MDC") a wholly-owned subsidiary of The Boeing Company ("Boeing") and Trans World Airlines, Inc.("Buyer") relating to Model 717-231
aircraft (the "Aircraft").
All terms used herein and in the Agreement, and not defined herein, will have the same meaning as in the Agreement.
[Applies to entire body of letter.]*
Very truly yours,
XxXXXXXXX XXXXXXX CORPORATION
A WHOLLY-OWNED SUBSIDIARY OF
THE BOEING COMPANY
By: ______________________________
Its:______________________________
ACCEPTED AND AGREED TO this
Date: _______________ , _____
BMW Rolls Royce GmbH
By: _______________________________
Its: ______________________________
*Confidential Information omitted and filed separately with the Commission.
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