6-1162-JDR-394
(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-394 to
Purchase Agreement No. 1947 -
Certain Contractual Matters
This Letter Agreement amends Purchase Agreement No. 1947 dated as of even date
herewith (the Agreement) between The Boeing Company (Boeing) and Western Pacific
Airlines, Inc. (Buyer) relating to Model 737-300 aircraft (the Aircraft).
All terms used herein and in the Agreement, and not defined herein, will have
the same meaning as in the Agreement.
1. Credit Memoranda.
1.1 Aircraft Credit - Aircraft. In consideration of the purchase
of the Aircraft, Boeing will issue a credit memorandum for each Aircraft at the
time of delivery in an amount determined by multiplying the Base Aircraft Price
(which is exclusive of the value of change requests, other special features
purchased by master change and SPE or BFE), escalated utilizing the adjusted
escalation calculation pursuant to Letter Agreement 6-1162-JDR-396 in lieu of
the escalation provisions set forth in Exhibit D, times an aircraft credit
factor of [XXX].
1.2 Application of Credit Memoranda. 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 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.
1.3 Special Credit. In consideration of Buyer's purchase of the
Aircraft, Boeing will issue a Special Credit Memorandum to Buyer in the amount
of [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]
P.A. No. 1947
K/WPA
Western Pacific Airlines, Inc.
6-1162-JDR-394 Page 2
per Aircraft upon execution of the Agreement. If Buyer fails to purchase or take
delivery as operator lessee of any Aircraft, then Boeing shall be entitled to
withhold the sum of [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] plus interest from
advance payments Boeing has received with respect to each such undelivered
Aircraft. The interest rate for calculation of such interest is the Citibank
base rate in effect from time to time during the period between execution of the
Agreement and the scheduled delivery month of such Aircraft.
1.4 Application of Special Credit Memoranda. 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.
2. Confidentiality.
Buyer understands that certain commercial and financial information
contained in this Letter Agreement 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 provided in Letter Agreement 1947-1.
Very truly yours,
THE BOEING COMPANY
By
------------------------
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: , 1996
P.A. No. 1947
K/WPA
Western Pacific Airlines, Inc.
6-1162-JDR-394 Page 3
WESTERN PACIFIC AIRLINES, INC.
By
-----------------------------
Its
P.A. No. 1947
K/WPA
