(CONFIDENTIALITY REQUESTED)
CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-21 AS
INDICATED BY "(XXX)"
Supplemental Agreement No. 1
to
Purchase Agreement No. 1947
between
The Boeing Company
and
Western Pacific Airlines, Inc.
Relating to Boeing Model 737-300 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into as of the 27th day of
September, 1996, by and between THE BOEING COMPANY, a Delaware corporation
(hereinafter called Boeing), and Western Pacific Airlines, Inc., a Delaware
corporation with its principal office in the City of Colorado Springs, State of
Colorado, (hereinafter called Buyer);
W I T N E S S E T H:
WHEREAS, the parties hereto entered into an agreement on August 21,
1996, relating to Boeing Model 737-300 aircraft, which agreement, as amended,
together with all exhibits and specifications attached thereto and made a part
thereof, is hereinafter called the "Purchase Agreement;" and
WHEREAS, the parties desire to supplement the Purchase Agreement as
hereinafter set forth to reduce the quantity of Aircraft purchased from ten (10)
to six (6), to revise the alternate schedule for advance payments, to revise the
agreement for provision of a Model 737 full flight simulator data package and to
revise the conditions for provision of enhanced thrust and alternate forward
center of gravity, as well as certain additional changes as set forth herein;
NOW THEREFORE, in consideration of the mutual covenants herein
contained, the parties hereto agree as follows:
P.A. No. 1947 SA-1
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1. Article 1, entitled "Subject Matter of Sale." is deleted in its entirety and
replaced by the following new Article 1, which reflects the reduction in the
quantity of Aircraft purchased from ten (10) to six (6) in paragraph 1.1, "The
Aircraft.". Such revised Article 1 is attached hereto and incorporated into the
Purchase Agreement by this reference.
2. Article 2, entitled "Delivery, Title and Risk of Loss.", is deleted in its
entirety and replaced by the following new Article 2, which reflects the
deletion of one Aircraft in January 1998, two Aircraft in February 1998 and one
Aircraft in May 1998, in paragraph 2.1, "Time of Delivery.". Such revised
Article 2 is attached hereto and incorporated into the Purchase Agreement by
this reference.
3. Article 3, entitled "Price of Aircraft.", is deleted in its entirety and
replaced by the following new Article 3, which reflects the deletion of Aircraft
in January 1998, February 1998 and May 1998, in paragraph 3.4.1, "Advance
Payment Base Price.". Such revised Article 3 is attached hereto and incorporated
into the Purchase Agreement by this reference.
4. Letter Agreement No. 6-1162-JDR-395, entitled "Advance Payment Matters", is
revised by deleting in their entirety pages 1 and 2 and page 1 of Attachment A
and substituting new pages 1, 2, 3 and 4 and page 1 of Attachment A. This
revision (i) replaces the existing alternate schedule for advance payments with
a new schedule, (ii) identifies alternate delivery positions if certain of the
advance payments are not made in accordance with the new schedule and (iii)
identifies requirements relative to predelivery assignment of Buyer's rights and
obligations. Such new pages are attached hereto and incorporated into the
Purchase Agreement by this reference.
5. Letter Agreement No. 6-1162-JDR-398, entitled "Customer Support Matters", is
revised by deleting in their entirety pages 1, 2 and 3 and substituting new
pages 1 and 2. This revision replaces the agreement to provide a Boeing Model
737 full flight simulator data package with an agreement to provide a credit
memorandum in the amount of [XXXXXX], in July 1995 dollars, to be used only for
the purchase of a Model 737 full flight simulator data package. Such new pages
are attached hereto and incorporated into the Purchase Agreement by this
reference.
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6. Letter Agreement No. 6-1162-JDR-399, entitled "Configuration Matters", is
revised by deleting in their entirety pages 2, 3, 4 and 5 and substituting new
pages 2, 3, 4 and 5. This revision (i) deletes the requirement to execute a
separate purchase agreement for Model 737-700 aircraft as a condition for
provision of credit memoranda for thrust enhancement and alternate forward
center of gravity and (ii) revises the payment process for use of thrust
enhancement to reflect that all payments, including the initial payment to be
made at delivery, for use of thrust enhancement will be made directly to CFMI.
7. Boeing and Buyer agree that the terms and conditions of Letter Agreement No.
1947-1 dated August 21, 1996, shall apply to this Supplemental Agreement No. 1
and related letter agreements.
The Purchase Agreement shall be deemed to be supplemented to the extent herein
provided and as so supplemented shall continue in full force and effect.
EXECUTED IN DUPLICATE as of the day and year first above written.
THE BOEING COMPANY WESTERN PACIFIC AIRLINES, INC.
By: By:
---------------------- ----------------------
Its: Attorney-In-Fact Its:
P.A. No. 1947 SA-1
K/WPA
