6-1162-JDR-395
(C0NFIDENTIALITY 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-395 to
Purchase Agreement No. 1947 --
Advance Payment 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.
Notwithstanding the Advance Payment Schedule set forth in Article 5.1 of the
Agreement, Boeing and Buyer hereby agree to an alternate schedule for the
advance payments as follows:
1. Advance Payment Schedule.
1.1 Buyer will pay to Boeing advance payments for all Aircraft in
accordance with the following schedule:
Payment Date Payment Amount
------------ --------------
April 26, 1996 [XXXXXXXX]
September 20, 1996 [XXXXXXXX]
October 4, 1996 [XXXXXXXX]
November 15, 1996 [XXXXXXXX]
February 15, 1997 [XXXXXXXX]
1.2 Additional advance payment amounts customarily payable under
article 5.1 of the Agreement will be [XXXXXXX] as set out in this Letter
Agreement and subject to paragraph 2 below. [XXXXXXX] advance payments are
amounts that would be payable under Article 5.1 but which are paid [XXXXX]
by agreement of the parties.
P.A. No. 1947 SA-1
K/WPA
Western Pacific Airlines, Inc.
6-1162-JDR-395 Page 2
1.3 Advance payments will be applied to the Aircraft Price payable
upon delivery of an Aircraft (other than the sixth Aircraft) only to the extent
that advance payments made exceed [XXXXXXXXXXXXXXXXX] of the aggregate Advance
Payment Base Prices of all undelivered Aircraft. Advance payments equal to no
more than [XXXXXXXXXXXXXXXXX] of the Advance Payment Base Price of an Aircraft
will be applied to the Aircraft Price at delivery of each of the first [XXXX]
Aircraft. Following delivery of the [XXXXX] Aircraft, all remaining advance
payments will be applied to the [XXXXX] Aircraft unless otherwise directed by
Buyer and agreed to by Boeing.
1.4 If Buyer fails to make the advance payment due on October 4,
1996, the Agreement will be revised to (i) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXX] (ii) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXX] and (iii) revise the advance payment schedule
defined in paragraph 1.1 above. Such revised advance payment schedule will be
established by Boeing, at Boeing's sole discretion, not to exceed the
requirements of [XXXXXXXXXXXXXXXXXXXXXXXXXXXXX].
1.5 If Buyer fails to make the advance payment due on November 15,
1996, (i) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] and
(ii) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]. Such
revised advance payment schedule will be established by Boeing, at Boeing's
sole discretion, not to exceed the requirements of Article 5.1 of the Agreement.
1.6 If Buyer fails to make the advance payment due on February 15,
1996, (i) [XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX] and (ii) [XXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX
XXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXXX]. Such revised advance payment
schedule will be established by Boeing, at Boeing's sole discretion, not to
exceed the requirements of [XXXXXXXXXXXXXXXXXXXXXXXXXXXX].
2. Payment of Interest on Deferred Advance Payments.
Buyer agrees to pay to Boeing interest as calculated on the difference
between (i) advance payment amounts that would have been paid under Article 5.1
of the Agreement had this Letter Agreement not been made and (ii) advance
payment amounts paid
P.A. No. 1947 SA-1
K/WPA
Western Pacific Airlines, Inc.
6-1162-JDR-395 Page 3
under the advance payment schedule set forth in paragraph 1.1 above, as amended
by paragraphs 1.4, 1.5 and/or 1.6 above or any substitute schedule (such as the
schedule set forth in Attachment A to this Letter Agreement) which may be
established for the Aircraft. Interest will be paid on deferred advance payments
commencing on September 20, 1996. Buyer will pay such interest quarterly on the
first business day of the quarter with the initial payment due on January 2,
1997. Such interest will accrue at a fluctuating rate per annum equal to the
rate of interest publicly announced by Citibank, N. A. New York, New York as
their base rate plus [X] percent, compounded monthly.
Boeing will submit to Buyer, not less than fifteen (15) days prior to the end of
each quarter, an invoice for interest accrued during each such quarter.
3. Assignment.
In the event Buyer enters into a predelivery assignment of its rights
and obligations under Article 10 of the Agreement to a third party, such third
party may make advance payments either in accordance with the schedule set forth
in Attachment A hereto, or in accordance with Article 5.1 of the Agreement.
Boeing's consent to any such assignment is subject to (i) receipt of payment
bringing advance payments current under the selected schedule, (ii) payment of
interest at the rate set out in paragraph 2 above on payments made later than
required under the selected schedule and (iii) payment of any interest owed
under paragraph 2 at the time of such assignment.
4. 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
P.A. No. 1947 SA-1
K/WPA
Western Pacific Airlines, Inc.
6-1162-JDR-395 Page 4
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
WESTERN PACIFIC AIRLINES, INC.
By
-----------------------------
Its
Attachment
P.A. No. 1947 SA-1
K/WPA
Attachment A to
Letter Agreement 6-1162-JDR-395
Page 1
ALTERNATE ADVANCE PAYMENT SCHEDULE
737-300 AIRCRAFT
Amount Due Per Aircraft
(Percentage of Advance
Due Date of Payment Payment Base Price)
------------------- ------------------------
Upon signing the Agreement 1.0% (less the Deposit)
24 months prior to the first 2.0%
day of the scheduled delivery
month of such Aircraft
21 months prior to the first 2.5%
day of the scheduled delivery
month of such Aircraft
18 months prior to the first 2.5%
day of the scheduled delivery
month of such Aircraft
12 months prior to the first 2.5%
day of the scheduled delivery
month of such Aircraft
9 months prior to the first 2.5%
day of the scheduled delivery
month of such Aircraft
6 months prior to the first 2.0%
day of the scheduled delivery
month of such Aircraft
Total 15.0%
P.A. No. 1947 SA-1
K/WPA
