6-1162-JDR-426
(CONFIDENTIALITY REQUESTED)
CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-21 AS
INDICATED BY "(XXX)"
Western Pacific Airlines, Inc.
0000 Xxxxx Xxxxxx Xxxxx
Xxxxx 0000
Xxxxxxxx Xxxxxxx, XX 00000
Subject: Letter Agreement No. 6-1162-JDR-426
Model 737-700 - Option Aircraft
Conditioned upon the concurrent execution of this Letter Agreement between The
Boeing Company (Boeing) and Western Pacific Airlines, Inc. (Buyer) and
Supplemental Agreement No. 1 to Purchase Agreement No. 1947 between Boeing and
Buyer for the purchase of six (6) Model 737-300 aircraft, Boeing agrees to
manufacture and sell to Buyer six (6) additional Model 737-700 aircraft as
described in paragraph 1 of Attachment A hereto (Option Aircraft), subject to
the following.
1. Delivery.
1.1 The Option Aircraft will be delivered during or before
the month set forth in the following schedule:
Month and Year Number of
of Delivery Option Aircraft
-------------- ---------------
February 0000 Xxx (1)
June 0000 Xxx (1)
August 0000 Xxx (1)
September 0000 Xxx (1)
October 0000 Xxx (1)
November 0000 Xxx (1)
1.2 Buyer shall have the right to accelerate the delivery
of any of the Option Aircraft subject to (i) Boeing receiving written notice
from Buyer of Buyer's request for acceleration no later than the Option Exercise
Date for the Option Aircraft for which the acceleration is requested and (ii)
the availability of Model 737-700 aircraft delivery positions.
2. Price.
The estimated delivery prices (Advance Payment Base Prices) of the
Option Aircraft set forth below include (i) [XXXXXXXX] ($1995 STE) for the
special features listed in paragraph 1 of Attachment A, and (ii) an estimate of
K/WPA
Western Pacific Airlines, Inc.
6-1162-JDR-426 Page 2
[XXXXXXXX] ($1995 STE) for items of SPE. The Option Aircraft pricing elements
and associated pricing terms and conditions are in Attachment A.
Month and Year Advance Payment Base Price
of Delivery Per Option Aircraft
-------------- --------------------------
February 2000 [XXXXXXXXX]
June 2000 [XXXXXXXXX]
August 2000 [XXXXXXXXX]
September 2000 [XXXXXXXXX]
October 2000 [XXXXXXXXX]
November 2000 [XXXXXXXXX]
3. Payment.
3.1 Buyer will pay a deposit to Boeing of [XXXXXX] for
each Option Aircraft (Deposit). To meet this obligation, Boeing and Buyer agree
to apply [XXXXXXXX] of the advance payments originally held by Boeing against
Purchase Agreement No. 1947 as Deposits to be held by Boeing against the Option
Aircraft. The amount of such advance payments applied as Deposits hereunder will
no longer be considered advance payments under Purchase Agreement No. 1947. If
Buyer exercises an option, the Deposit will be credited against the first
advance payment due for such Option Aircraft.
If Buyer does not exercise an option, Boeing will retain the Deposit for that
Option Aircraft, except in the event Boeing and Buyer execute an agreement for
the purchase of other Boeing aircraft within five (5) years after execution of
Supplemental Agreement No. 1 to Purchase Agreement No. 1947, such Deposit will
be credited against the first advance payment due for such other aircraft.
If Buyer breaches any of its obligations under Purchase Agreement No. 1947, as
amended, Boeing in its sole discretion may apply all or any portion of the
Deposits in compensation of such breach, and in that event Buyer will as a
condition of maintaining its rights under this Letter Agreement pay such amount
to Boeing.
3.2 Following option exercise, advance payments in the
amount of 30% of the Advance Payment Base Price will be payable for the Option
Aircraft pursuant to Attachment A. The remainder of the Option Aircraft purchase
price will be paid at the time of delivery of the Option Aircraft.
3.3 All prices and payments are in United States Dollars.
K/WPA
Western Pacific Airlines, Inc.
6-1162-JDR-426 Page 3
4. Credit Memoranda.
4.1 Aircraft Basic Credit Memoranda. In consideration of
the purchase of the Option Aircraft, Boeing will issue a credit memorandum for
each Option Aircraft at the time of delivery in an amount determined by
multiplying the escalated Base Aircraft Price (which is exclusive of the value
of change requests, other special features purchased by master change and SPE or
BFE), times an aircraft credit factor of [XXX]. Such credit memoranda may be
utilized by Buyer for the purchase of Boeing proprietary spare parts, CFM
International (CFMI) proprietary spare engines and engine parts, other Boeing or
CFMI goods and services or applied against the balance of the purchase price of
the Aircraft or Option Aircraft for which such credit is issued, but may not be
used for the purchase of other aircraft or application against advance payments
for any Aircraft or Option Aircraft.
4.2 Special Credit Memoranda. In consideration of the
purchase of the Option Aircraft, Boeing will issue a Special Credit Memorandum
to Buyer in the amount of [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
upon execution of the definitive agreement to purchase the Option Aircraft. Such
Special Credit Memoranda may be utilized by Buyer for the purchase of Boeing
proprietary spare parts, CFM International (CFMI) proprietary spare parts or
other Boeing or CFMI goods and services, including the purchase of additional
operational weight or thrust, but may not be used for the purchase of other
aircraft or application against advance payments for any Aircraft.
4.3 Simulator Data Package Credit Memoranda. In
consideration of the purchase of the Option Aircraft, Boeing will issue a
Simulator Data Package Credit Memorandum to Buyer in the amount of [XXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX], in 1995 dollars subject to escalation,
per Aircraft upon execution of the definitive agreement to purchase the Option
Aircraft. Such Simulator Data Package Credit Memoranda may only be utilized by
Buyer for the purchase from Boeing of a Model 737 full flight simulator data
package.
5. Option Exercise.
5.1 To exercise an option, Buyer will give written notice
to Boeing on or before the applicable option exercise date (Option Exercise
Date).
K/WPA
Western Pacific Airlines, Inc.
6-1162-JDR-426 Page 4
Option Aircraft
Delivery Date Option Exercise Date
--------------- --------------------
February 2000 On or before Feb 1, 1998
June 2000 On or before Jun 1, 1998
August 2000 On or before Aug 1, 1998
September 2000 On or before Sep 1, 1998
October 2000 On or before Oct 1, 1998
November 2000 On or before Nov 1, 1998
5.2 If Boeing must make production decisions which are
dependent on Buyer exercising an option earlier than the Option Exercise Date,
Boeing may accelerate the Option Exercise Date subject to Buyer's agreement. If
Boeing and Buyer fail to agree to revised Option Exercise Dates, either party
may terminate such option and Boeing will refund to Buyer, with interest, any
Deposit and advance payments received by Boeing with respect to such Option
Aircraft. The interest rate will be the 90 day Certificate of Deposit rate
published in the Wall Street Journal on the first business day of each calendar
quarter during the interest period.
6. Rolling Option Aircraft.
If, and each time, Boeing and Buyer execute an agreement for the
purchase of an Option Aircraft, Boeing will offer an equivalent number of
additional Option Aircraft (Rolling Option Aircraft) to Buyer up to a maximum of
six (6) Rolling Option Aircraft, subject to Boeing's then available Model
737-700 delivery positions (STAP) but with delivery dates not sooner than
twenty-four (24) months from the date of such offer. The terms, provisions, and
conditions for sale of Rolling Option Aircraft shall be the same as those in
this Letter Agreement for Option aircraft delivering in the same general time
period, except that a Simulator Data Package Credit Memorandum as contemplated
in subparagraph 4.3 of this Letter Agreement will not be issued for Rolling
Option Aircraft.
7. Contract Terms.
Boeing and Buyer will use their best efforts to enter into a
definitive agreement for the purchase of an Option Aircraft, within thirty (30)
days after Buyer exercises such option.
Such definitive agreement will include the terms and conditions contained
herein, terms and conditions as may be mutually agreed upon, and the applicable
terms and conditions contained in Boeing's then-current standard form
K/WPA
Western Pacific Airlines, Inc.
6-1162-JDR-426 Page 5
of purchase agreement for the sale of Model 737-700 aircraft in effect as of the
date of option exercise. In the event the parties have not entered into such
agreement within such time, either party may terminate the purchase of such
Option Aircraft by giving written notice to the other within ten (10) days of
such period.
8. Confidentiality.
Buyer understands that certain commercial and financial information
contained in this Letter Agreement including any attachments hereto are
considered by Boeing as confidential. Buyer agrees that it will treat this
Letter Agreement and the information contained herein as confidential and will
not, without the prior written consent of Boeing, disclose this Letter Agreement
or any information contained herein to any other person or entity except as may
be required by (i) applicable law or governmental regulations, or (ii) for
financing the Option Aircraft. In connection with any such disclosure or filing
of the Letter Agreement, or the information contained herein pursuant to any
such applicable law or governmental regulation, Buyer will request and use its
best reasonable efforts to obtain confidential treatment of such Letter
Agreement and the information contained herein. Boeing agrees to cooperate with
Buyer in making and supporting its request for confidential treatment.
Very truly yours,
THE BOEING COMPANY
By
--------------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 1996
WESTERN PACIFIC AIRLINES, INC.
By
-------------------------------
Its
Attachments
K/WPA
Attachment A to
6-1162-JDR-426
Page 1
Model 737-700 Aircraft
1. Option Aircraft Description and Changes.
1.1 Aircraft Description. The Option Aircraft are described in
Attachment B.
1.2 Changes. The Detail Specification will be revised to
include:
(1) Changes applicable to the basic Model 737- 700 aircraft
which are developed by Boeing between the date of the Detail Specification and
the signing of a definitive agreement to purchase the Option Aircraft.
(2) Changes mutually agreed upon.
(3) Changes required to obtain a Certificate of
Airworthiness.
K/WPA
Attachment A to
6-1162-JDR-426
Page 2
2. Price Description
2.1 Price Elements Per Option Aircraft
1 2 3 4 5 6 7
- - - - - - -
A/C BASIC ESTIMATED ADV. PMT.
BASE SPECIAL PRICE ESTIMATED ESCALATION BASE PRICE
AIRCRAFT PRICE FEATURES PRICE ELEMENTS ESCALATION SPE CREDIT ELEMENTS
(JULY 1995 $) (JULY 1995 $) 1 + 2 ON 3 (DELY YEAR) MEMO (*) 3 + 4 + 5 + 6
--------------- -------------- -------- ----------- ----------- -------- -------------
February 2000 [XXXXXXXXX] [XXXXXXXX] [XXXXXXXXX] [XXXXXXXX] [XXXXXXXX] [XXXXXXX] [XXXXXXXXX]
June 2000 [XXXXXXXXX] [XXXXXXXX] [XXXXXXXXX] [XXXXXXXX] [XXXXXXXX] [XXXXXXX] [XXXXXXXXX]
August 2000 [XXXXXXXXX] [XXXXXXXX] [XXXXXXXXX] [XXXXXXXX] [XXXXXXXX] [XXXXXXX] [XXXXXXXXX]
September 2000 [XXXXXXXXX] [XXXXXXXX] [XXXXXXXXX] [XXXXXXXX] [XXXXXXXX] [XXXXXXX] [XXXXXXXXX]
October 2000 [XXXXXXXXX] [XXXXXXXX] [XXXXXXXXX] [XXXXXXXX] [XXXXXXXX] [XXXXXXX] [XXXXXXXXX]
November 2000 [XXXXXXXXX] [XXXXXXXX] [XXXXXXXXX] [XXXXXXXX] [XXXXXXXX] [XXXXXXX] [XXXXXXXXX]
(*) Reflects Estimated Escalation Adjustment in 1997 and 1998
Continued Next Page...
K/WPA
Attachment A to
6-1162-JDR-426
Page 3
2. Price Description. (Continued)
2.2 Price Adjustments.
2.2.1 Special Features. The price for Special Features
selected for the Option Aircraft will be adjusted to Boeing's then-current
prices as of the date of execution of the definitive agreement for the Option
Aircraft.
2.2.2 Escalation Adjustments. The Aircraft Basic Price
of the Option Aircraft will be escalated according to the provisions of
Attachment C.
2.2.3 Base Price Adjustments. The Aircraft Basic Price
of the Option Aircraft will be adjusted to Boeing's then-current prices as of
the date of execution of the definitive agreement for the Option Aircraft.
2.2.4 BFE to SPE. An estimate of the total price for
items of Buyer Furnished Equipment (BFE) changed to Seller Purchased Equipment
(SPE) pursuant to the Configuration Specification is included in the Option
Aircraft price build-up. The purchase price of the Option Aircraft will be
adjusted by the price charged to Boeing for such items plus 10% of such price.
If all BFE except developmental avionics is converted to SPE, Boeing will waive
the 10% fee.
3. Advance Payment Schedules, Prices and Adjustments.
3.1 Buyer will pay to Boeing advance payments for the Option
Aircraft pursuant to the following schedule.
Amount Due per Option Aircraft
(Percentage times
Due Date of Payment Advance Payment Base Price)
------------------- ------------------------------
Upon signing of the definitive 1% (less the
agreement Deposit)
24 months prior to the first 4%
day of the scheduled delivery
month of the Option Aircraft
21 months prior to the first 5%
day of the scheduled delivery
month of the Option Aircraft
18 months prior to the first 5%
day of the scheduled delivery
month of the Option Aircraft
K/WPA
Attachment A to
6-1162-JDR-426
Page 4
12 months prior to the first 5%
day of the scheduled delivery
month of the Option Aircraft
9 months prior to the first 5%
day of the scheduled delivery
month of the Option Aircraft
6 months prior to the first 5%
day of the scheduled delivery
month of the Option Aircraft
Total 30%
Any advance payments past due as of the date of signing the definitive purchase
agreement for the Option Aircraft are due and payable on the date of such
signing.
3.2 Option Aircraft advance payment base prices will be
increased or decreased, as appropriate, at the time of signing of the definitive
purchase agreement for the Option Aircraft, using the then-current forecasted
aircraft escalation factors used by Boeing, to determine the amount of the
advance payments to be made by Buyer for the Option Aircraft.
K/WPA
Attachment B to
6-1162-JDR-426
Page 1
AIRCRAFT CONFIGURATION
relating to
BOEING MODEL 737-700 AIRCRAFT
The Detail Specification will be comprised of Boeing Configuration
Specification D6-38808, Revision E, dated September 15, 1995, as amended to
incorporate the applicable specification language to reflect the effect of the
changes set forth in the Change Requests listed below, including the effects of
such changes on Manufacturer's Empty Weight (MEW) and Operating Empty Weight
(OEW). The Aircraft Basic Price reflects and includes all effects of such
changes of price, except such Aircraft Basic Price does not include the price
effects of Change Requests changing Buyer Furnished Equipment to Seller
Purchased Equipment.
K/WPA
Attachment B to
6-1162-JDR-426 Page 2
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
0110CG3021 IB
MODEL 737-700 AIRPLANE
STATUS: ACCEPT
0252CG3030 NC
CARGO COMPARTMENT PLACARDS - POUNDS AND
KILOGRAMS PER SQUARE FOOT
STATUS: ACCEPT
0252CG3037 NC
ENGLISH UNITS FOR FLIGHT MANUAL, OPERATIONS
MANUAL, FUEL QUANTITY SYSTEM, CDS
INDICATIONS, AND FMCS WEIGHTS
STATUS: ACCEPT
0253CH3093 NC
CHANGE SELECTED BUYER FURNISHED EQUIPMENT
(BFE) TO SELLER PURCHASED EQUIPMENT (SPE)
STATUS: ACCEPT
0310CG3V12 [XXXXXX]
INCREASE CERTIFIED MAXIMUM TAXI WEIGHT IN
1000 POUND INCREMENTS TO A MAXIMUM OF
153,500 POUNDS FOR 737-700
STATUS: ACCEPT
1110CG3289 NC
ENGINE WARNING STRIPES AND DECALS -
FUSELAGE LOCATIONS
STATUS: ACCEPT
2130CG3039 NC
600 FPM CABIN PRESSURE ASCENT RATE
STATUS: ACCEPT
2130CG3040 NC
350 FPM CABIN PRESSURE DESCENT RATE
STATUS: ACCEPT
2160CG3018 NC
CABIN TEMPERATURE INDICATOR - DEGREES
FAHRENHEIT
STATUS: ACCEPT
K/WPA
Attachment B to
6-1162-JDR-426 Page 3
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
2170CG3002 [XXXXX]
CATALYTIC CONVERTERS - INSTALLATION - OZONE
CONTROL
STATUS: ACCEPT
2210CG3197 NC
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
GLIDE SLOPE CAPTURE INHIBIT BEFORE
LOCALIZER CAPTURE
STATUS: ACCEPT
2210CG3198 NC
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
CONTROL WHEEL STEERING WARNING
STATUS: ACCEPT
2210CG3210 [XXXX]
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
SPEED AND ALTITUDE INTERVENTION - AUTOPILOT
ENGAGE MODE CONTROL PANEL
STATUS: ACCEPT
2210CG3235 NC
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - ALTITUDE ALERT - 300/900 FEET,
FIXED ALERT
STATUS: ACCEPT
2210CG3236 NC
DIGITAL FLIGHT CONTROL SYSTEM (DFCS) -
ACTIVATION - FLIGHT DIRECTOR TAKEOFF MODE,
HEADING SELECT
STATUS: ACCEPT
2312CG3340 [XXXXX]
TRIPLE VHF COMMUNICATIONS - INSTALLATION -
BFE ROCKWELL INTERNATIONAL CORP
STATUS: ACCEPT
2312CG3346 NC
TRIPLE VHF COMMUNICATION - INSTALLATION -
CONTROL PANELS WITH DUAL TUNING CONTROLS -
BFE-GABLES
STATUS: ACCEPT
K/WPA
Attachment B to
6-1162-JDR-426 Page 4
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
2321CG3528 NC
SELCAL DECODER - INSTALLATION -
BFE-MOTOROLA INC
STATUS: ACCEPT
2321CG3529 NC
SELCAL CONTROL PANEL - INSTALLATION -
GABLES WITH FIVE INDIVIDUAL CHANNEL
ANNUNCIATIONS-BFE
STATUS: ACCEPT
2322CH3414 [XXXXX]
ACARS 724B-PARTIAL PROVISIONS
INSTALLATION-FOR DFDAU/MULTIPORT PRINTER/
ARINC 739 MIDU INTERFACES - INSTALLATION ON
E3-2 SHELF
STATUS: ACCEPT
2350CG3158 NC
CONTROL WHEEL INTERPHONE SWITCH - REVISION
- SPRING LOADED TO OFF
STATUS: ACCEPT
2350CG3183 NC
AUDIO SELECTOR PANEL - INSTALLATION - 3
VHF/1HF (P/N 10-62090-60)
STATUS: ACCEPT
2370CH3189 NC
SOLID STATE VOICE RECORDER - INSTALLATION -
BFE XXXXX XXXXXXXXX
STATUS: ACCEPT
2433CG3136 NC
STANDBY POWER - AIR TRAFFIC CONTROL (ATC)
NO. 1
STATUS: ACCEPT
2433CG3149 NC
STANDBY POWER - 30-MINUTE CAPABILITY
STATUS: ACCEPT
2511CG3076 [XXXX]
SECOND OBSERVER'S SEAT - ADDITION
STATUS: ACCEPT
K/WPA
Attachment B to
6-1162-JDR-426 Page 5
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
2511CG3077 [XXXXX]
SECOND OBSERVER'S SUPPORT EQUIPMENT -
ADDITION
STATUS: ACCEPT
2520CH3820 [XXXXX]
INTERIOR ARRANGEMENT - 138 ALL TOURIST
CLASS, GALLEYS G1, G2 AND G4B AND
LAVATORIES LA AND LD
STATUS: ACCEPT
2523CG3104 NC
STAINLESS STEEL IDENTIFICATION PLATE
STATUS: ACCEPT
2541CH3043 NC
LIQUID SOAP DISPENSER - LAVATORY
STATUS: ACCEPT
2550CG3217 NC
FWD AND AFT CARGO COMPARTMENT FLOOR PANELS
- ALL ALUMINUM FOR 737-700
STATUS: ACCEPT
2564CH3097 [XXXX]
EMERGENCY EQUIPMENT STOWAGE BOX - BULKHEAD
MOUNTED
STATUS: ACCEPT
2611CG3020 NC
ENGINE AND APU FIRE/OVERHEAT DETECTION
SYSTEM - XXXXXXXXX SAFETY SYSTEMS
STATUS: ACCEPT
2626CG3024 NC
FIRE EXTINGUISHER - INSTALLATION
STATUS: ACCEPT
2844CG3042 NC
MEASURING STICK CONVERSION TABLES - U.S.
GALLONS
STATUS: ACCEPT
K/WPA
Attachment B to
6-1162-JDR-426 Page 6
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
2910CG3093 NC
ENGINE DRIVEN HYDRAULIC PUMP WITH VESPEL
SPLINE - ABEX
STATUS: ACCEPT
2910CG3097 NC
AC MOTOR-DRIVEN HYDRAULIC PUMPS -
INSTALLATION - ABEX
STATUS: ACCEPT
3131CG3674 NC
ACCELEROMETER - INSTALLATION - BFE
ALLIEDSIGNAL INC
STATUS: ACCEPT
3131CG3779 NC
DIGITAL FLIGHT DATA ACQUISITION UNIT
(DFDAU) (P/N 2233000-85) WITH ACMS
INTERFACES AND INTERNAL OPTICAL DISKETTE
DRIVE -
STATUS: ACCEPT
3131CG3808 NC
SOLID STATE DIGITAL FLIGHT DATA RECORDER -
INSTALLATION - BFE ALLIEDSIGNAL - 256 WPS
STATUS: ACCEPT
3135CH3076 [XXXX]
ARINC 740 MULTIPORT PRINTER PROVISIONS, AND
PROVISIONS FOR EVENT/PRINT MODULE
STATUS: ACCEPT
3162CG3014 NC
PFD/ND DISPLAY FORMAT
STATUS: ACCEPT
3162CG3016 NC
FLIGHT DIRECTOR COMMAND DISPLAY - FILLED
INTEGRATED CUE
STATUS: ACCEPT
3162CG3025 NC
RADIO ALTITUDE HEIGHT ALERT DISPLAY - 2500
FEET
STATUS: ACCEPT
K/WPA
Attachment B to
6-1162-JDR-426 Page 7
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
3162CG3029 NC
LOCALIZER BACKCOURSE POLARITY - REVERSAL
STATUS: ACCEPT
3162CG3032 NC
MAP MODE ORIENTATION - TRACK UP
STATUS: ACCEPT
3162CG3037 NC
AUTOTUNED NAVAIDS - SUPPRESSED
STATUS: ACCEPT
3162CG3045 NC
WEATHER RADAR RANGE INDICATORS - RANGE
MARKS
STATUS: ACCEPT
3162CG3052 NC
TCAS RESOLUTION ADVISORY ON ADI
STATUS: ACCEPT
3162CG3054 NC
TCAS 3 NM RANGE RING
STATUS: ACCEPT
3162CG3105 NC
ENGINE INSTRUMENTS DISPLAY - OVER AND UNDER
PRESENTATION
STATUS: ACCEPT
3162CG3107 NC
CDS FUEL FLOW DISPLAY - FULL TIME
STATUS: ACCEPT
3162CG3110 NC
DA/MDA BARO BUG - ADDITION TO PFD ALTITUDE
TAPE
STATUS: ACCEPT
3240CG3227 NC
NOSE AND MAIN LANDING GEAR WHEELS AND
BRAKES - INSTALLATION - XX XXXXXXXX CO FOR
000-000, -000
XXXXXX: XXXXXX
X/XXX
Xxxxxxxxxx X to
6-1162-JDR-426 Page 8
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
3245CG3030 NC
MAIN LANDING GEAR TIRES - INSTALLATION - SFE
- H43.5"X16.0"- 21" -26 PLY FOR 737-600,
737-700
STATUS: ACCEPT
3342CG3024 NC
NOSE GEAR TAXI LIGHT - INSTALLATION -
250-WATT
STATUS: ACCEPT
3412CG3078 NC
AIR DATA COMPUTING - DUAL TAT PROBE
STATUS: ACCEPT
3421CH3061 [XXXX]
INERTIAL REFERENCE SYSTEM (IRS) - MODE
SELECT UNIT INSTALLATION - BOEING
COMMERCIAL AIRPLANES P/N 00-00000-00
STATUS: ACCEPT
3431CG3050 NC
ILS - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP
STATUS: ACCEPT
3433CG3064 NC
LOW RANGE RADIO ALTIMETER (LRRA) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP
STATUS: ACCEPT
3435CH3028 [XXXXX]
FLIGHT DYNAMICS CAPTAIN ONLY HEAD UP
GUIDANCE SYSTEM - PARTIAL PROVISIONS
STATUS: ACCEPT
3443CH3165 [XXXXX]
ARINC 708 WEATHER RADAR SYSTEM -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (WITH DEACTIVATED PREDICTIVE WINDSHEAR
FEATURE
STATUS: ACCEPT
K/WPA
Attachment B to
6-1162-JDR-426 Page 9
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
3443CH3189 [XXXXX]
WEATHER RADAR SYSTEM - PARTIAL PROVISIONS
FOR PREDICTIVE WINDSHEAR FEATURE OF AN
ARINC 708A SINGLE WEATHER RADAR SYSTEM
STATUS: ACCEPT
3445CG3168 NC
TCAS II - INSTALLATION - BFE ROCKWELL
INTERNATIONAL CORP/GABLES ENGINEERING INC
STATUS: ACCEPT
3446CH3162 NC
ACTIVATION OF DESCENT BELOW MINIMUMS (MODE
6) FEATURE - GROUND PROXIMITY WARNING
SYSTEM
STATUS: ACCEPT
3451CG3006 NC
VOR/MARKER BEACON - INSTALLATION - BFE
ROCKWELL INTERNATIONAL CORP
STATUS: ACCEPT
3455CG3119 NC
DISTANCE MEASURING EQUIPMENT (DME) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP (SCANNING)
STATUS: ACCEPT
3457CG3092 NC
AUTOMATIC DIRECTION FINDER (ADF) CONTROL
PANEL - INSTALLATION - BFE GABLES
ENGINEERING INC
STATUS: ACCEPT
3457CG3106 NC
AUTOMATIC DIRECTION FINDER (ADF) -
INSTALLATION - BFE ROCKWELL INTERNATIONAL
CORP
STATUS: ACCEPT
3458CG3085 [XXXXX]
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - HONEYWELL INC - 737-700
STATUS: ACCEPT
K/WPA
Attachment B to
6-1162-JDR-426 Page 10
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
3458CH3098 [XXXXX]
GLOBAL POSITIONING SYSTEM (GPS) -
INSTALLATION - PARTIAL PROVISIONS FOR
737-700
STATUS: ACCEPT
3461CG3403 NC
BUYER FURNISHED NAVIGATION DATA BASE
STATUS: ACCEPT
3461CG3424 NC
FMC FLIGHT NUMBER ENTRY
STATUS: ACCEPT
3461CG3425 NC
FMC TEMPERATURE SELECTION - DEGREES F
DEFAULT
STATUS: ACCEPT
3461CG3433 NC
FMS BUILT-IN TEST EQUIPMENT PRINTER
RECEPTACLE
STATUS: ACCEPT
3461CG3498 [XXXXX]
FMC - ACTIVATION - 1 MEG NAVIGATION DATA
BASE
STATUS: ACCEPT
3461CG3521 [XXXX]
PORTABLE DATA LOADER CONNECTOR -
INSTALLATION
STATUS: ACCEPT
3461CH3559 [XXXXX]
FMC - ACTIVATION - QRH TAKEOFF SPEEDS
STATUS: ACCEPT
3461CH3562 [XXXX]
FMC - ACTIVATION - RETENTION OF WAYPOINTS
AFTER DIRECT TO
STATUS: ACCEPT
K/WPA
Attachment B to
6-1162-JDR-426 Page 11
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
3461CH3563 [XXXXX]
FMC - ACTIVATION - SPEED AND ALTITUDE
INTERVENTION
STATUS: ACCEPT
3500CG3018 NC
OXYGEN SYSTEM - ALL TUBING AND FITTINGS -
STAINLESS STEEL
STATUS: ACCEPT
3510CG3097 NC
CREW OXYGEN CYLINDER - 76 CUBIC FEET
STATUS: ACCEPT
3510CG3102 NC
CREW OXYGEN SYSTEM - CAPTAIN, FIRST
OFFICER, AND FIRST OBSERVER - BFE OXYGEN
MASK AND BFE SMOKE GOGGLES
STATUS: ACCEPT
3530CH3026 [XX]
SMOKEHOOD ADDITION IN FLIGHT COMPARTMENT -
BFE - PURITAN XXXXXXX P/N 119003
STATUS: ACCEPT
5200CG3021 NC
HOLD OPEN LOCK INSTALLATION - ENTRY AND
SERVICE DOORS - DOWN TO RELEASE
STATUS: ACCEPT
5320CG3026 NC
FIVE POUND ALUMINUM UNDERSEAT FLOOR PANELS
FOR 737-700
STATUS: ACCEPT
7200CG3255 IB
AIRPLANE PERFORMANCE: CFM56-7 ENGINES WITH
OPERATIONAL THRUST OF 24,000 LBS. FOR
000-000, -000
XXXXXX: ACCEPT
7200CG3281 NC
SINGLE ANNULAR COMBUSTOR - CFM56-7 SERIES
ENGINES
STATUS: ACCEPT
K/WPA
Attachment B to
6-1162-JDR-426 Page 12
PRICE
PER A/P
1995$ PER
CR / TITLE A/P PRICE
======================================================= ===========
7700CG3023 [XXXXX]
ELECTRONIC CHIP DETECTOR - CFM56-7B ENGINES
STATUS: ACCEPT
7731CG3037 NC
ENGINE VIBRATION MONITOR (EVM) SIGNAL
CONDITIONER - INSTALLATION - ENDEVCO
STATUS: ACCEPT
7731CG3038 [XXXX]
ENGINE VIBRATION MONITORING (EVM) SYSTEM
WITH ON-BOARD ENGINE TRIM BALANCE
STATUS: ACCEPT
7900CG3028 NC
LUBRICATING OIL - MOBIL JET II
STATUS: ACCEPT
CR'S 92 TOTAL [XXXXXXXX]
K/WPA
Attachment C to
6-1162-JDR-426 Page 1
AIRCRAFT PRICE ADJUSTMENT
between
THE BOEING COMPANY
and
WESTERN PACIFIC AIRLINES, INC.
737-700 Aircraft
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Attachment C to
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PRICE ADJUSTMENT DUE TO
ECONOMIC FLUCTUATIONS
AIRCRAFT PRICE ADJUSTMENT
(1995 Base Price)
1. Formula.
The Aircraft Price Adjustment will be determined at the time of
Aircraft delivery in accordance with the following formula:
Pa = (P)(L + M - 1)
Where:
Pa = Aircraft Price Adjustment.
L = .65 x ECI
130.1
M = .35 x ICI
123.6
P = Aircraft Basic Price (as set forth in Article 3.2 of
this Agreement).
ECI = A value using the "Employment Cost Index for workers in
aerospace manufacturing" (aircraft manufacturing, standard
industrial classification code 3721, compensation, base
month and year June 1989 = 100), as released by the Bureau
of Labor Statistics, U.S. Department of Labor on a
quarterly basis for the months of March, June, September
and December, calculated as follows: A three-month
arithmetic average value (expressed as a decimal and
rounded to the nearest tenth) will be determined using the
months set forth in the table below for the applicable
Aircraft, with the released Employment Cost Index value
described above for the month of March also being used for
the months of January and February; the value for June
also used for April and May; the value for September also
used for July and August; and the value for December also
used for October and November.
ICI = The three-month arithmetic average of the released
monthly values for the Industrial Commodities Index as set
forth in the "Producer Prices and Price Index" (Base Year
1982 = 100)
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as released by the Bureau of Labor Statistics, U.S.
Department of Labor values (expressed as a decimal and
rounded to the nearest tenth) for the months set forth in
the table below for the applicable Aircraft.
In determining the value of L, the ratio of ECI divided by 130.1
will be expressed as a decimal rounded to the nearest ten-thousandth and then
multiplied by .65 with the resulting value also expressed as a decimal and
rounded to the nearest ten-thousandth.
In determining the value of M, the ratio of ICI divided by 123.6
will be expressed as a decimal rounded to the nearest ten-thousandth and then
multiplied by .35 with the resulting value also expressed as a decimal and
rounded to the nearest ten-thousandth.
Months to be Utilized
Month of Scheduled in Determining the
Aircraft Delivery Value of ECI and ICI
------------------ --------------------
January June B, July B, Aug. B
February July B, Aug. B, Sept. B
March Aug. B, Sept. B, Oct. B
April Sept. B, Oct. B, Nov. B
May Oct. B, Nov. B, Dec. B
June Nov. B, Dec. B, Jan. D
July Dec. B, Jan. D, Feb. D
August Jan. D, Feb. D, Mar. D
September Feb. D, Mar. D, Apr. D
October Mar. D, Apr. D, May D
November Apr. D, May D, June D
December May D, June D, July D
The following definitions of B and D will apply:
B = The calendar year before the year in which the
scheduled month of delivery as set forth in Article 2.1
occurs.
D = The calendar year during which the scheduled month of
delivery as set forth in Article 2.1 occurs.
2. If at the time of delivery of an Aircraft Boeing is unable to determine the
Aircraft Price Adjustment because the applicable values to be used to determine
the ECI and ICI have not been released by the Bureau of Labor Statistics, then:
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2.1 The Aircraft Price Adjustment, to be used at the time of
delivery of each of the Aircraft, will be determined by utilizing the escalation
provisions set forth above. The values released by the Bureau of Labor
Statistics and available to Boeing 30 days prior to scheduled Aircraft delivery
will be used to determine the ECI and ICI values for the applicable months
(including those noted as preliminary by the Bureau of Labor Statistics) to
calculate the Aircraft Price Adjustment. If no values have been released for an
applicable month, the provisions set forth in Paragraph 2.2 below will apply. If
prior to delivery of an Aircraft the U.S. Department of Labor changes the base
year for determination of the ECI or ICI values as defined above, such rebased
values will be incorporated in the Aircraft Price Adjustment calculation. The
payment by Buyer to Boeing of the amount of the Purchase Price for such
Aircraft, as determined at the time of Aircraft delivery, will be deemed to be
the payment for such Aircraft required at the delivery thereof.
2.2 If prior to delivery of an Aircraft the U.S. Department of
Labor substantially revises the methodology used for the determination of the
values to be used to determine the ECI and ICI 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 Aircraft Price
Adjustment, the parties will, prior to delivery of any such Aircraft, select a
substitute for such values from data published by the Bureau of Labor Statistics
or other similar data reported by non-governmental United States organizations,
such substitute to lead in application to the same adjustment result, insofar as
possible, as would have been achieved by continuing the use of the original
values as they may have fluctuated during the applicable time period.
Appropriate revision of the formula will be made as required to reflect any
substitute values. However, if within 24 months from delivery of the Aircraft
the Bureau of Labor Statistics should resume releasing values for the months
needed to determine the Aircraft Price Adjustment, such values will be used to
determine any increase or decrease in the Aircraft Price Adjustment from that
determined at the time of delivery of such Aircraft. Boeing will provide Buyer a
supplemental invoice to reflect such increase in the Aircraft Price Adjustment
or a supplemental credit invoice to reflect such decrease in the Aircraft Price
Adjustment.
2.3 In the event escalation provisions are made non-enforceable
or otherwise rendered null and void by any agency of the United States
Government, the parties agree, to the extent they may lawfully do so, to
equitably adjust the Purchase Price of any affected Aircraft to reflect an
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Attachment C to
6-1162-JDR-426 Page 5
allowance for increases or decreases in labor compensation and material costs
occurring since February, 1995, which is consistent with the applicable
provisions of paragraph 1 of this Exhibit D.
3. For the calculations herein, the values released by the Bureau of Labor
Statistics and available to Boeing 30 days prior to scheduled Aircraft delivery
will be used to determine the ECI and ICI values for the applicable months
(including those noted as preliminary by the Bureau of Labor Statistics) to
calculate the Aircraft Price Adjustment.
Note: Any rounding of a number, as required under this Exhibit D with
respect to escalation of the Aircraft price, will be accomplished
as follows: if the first digit of the portion to be dropped from
the number to be rounded is five or greater, the preceding digit
will be raised to the next higher number.
K/WPA
