PURCHASE AGREEMENT NUMBER 2235
between
THE BOEING COMPANY
and
Midway Airlines Corporation
Relating to Boeing Model 737-7BX Aircraft
TABLE OF CONTENTS
SA
ARTICLES NUMBER
--------- -------
1. Quantity, Model and Description
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
-----
1. Aircraft Information Table
EXHIBIT
-------
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
---------------------
BFE1. BFE Variables
CS1. Customer Support Variables
EE1. Engine Escalation/Engine Warranty and Patent Indemnity
SLP1. Service Life Policy Components
2
LETTER AGREEMENTS
6-1162-CPJ-304 Operating Weight
6-1162-CPJ-305 [Redacted]
6-1162-CPJ-306 Purchase Rights
6-1162-CPJ-307 Escalation Sharing
6-1162-CPJ-308 [Redacted]
6-1162-CPJ-309 Open Configuration Matters
6-1162-CPJ-310 [Redacted]
6-1162-CPJ-311 [Redacted]
6-1162-CPJ-312 Performance Guarantees
6-1162-CPJ-313 [Redacted]
6-1162-CPJ-314 Assignment Rights
6-1162-CPJ-315 Miscellaneous Matters
6-1162-CPJ-316 Special Matters
3
Purchase Agreement No. 2235
between
The Boeing Company
and
Midway Airlines Corporation
------------------------------
This Purchase Agreement No. 2235 dated as of ________ between The
Boeing Company (Boeing) and Midway Airlines Corporation (Customer) relating to
the purchase and sale of Model 737-7BX aircraft incorporates the terms and
conditions of the Aircraft General Terms Agreement dated as of ________ between
the parties, identified as AGTA-MID (AGTA).
Article 1. Quantity, Model and Description.
--------------------------------
The aircraft to be delivered to Customer will be designated as Model
737-7BX aircraft (the Aircraft). 737-7BX is the unique Customer designator for
the Model 737-700 aircraft, and all references herein and in the AGTA to 737-700
aircraft include the Aircraft. Boeing will manufacture and sell to Customer
Aircraft, assembled, complete, and ready for flight, conforming to the
configuration described in Exhibit A, which is part of this Purchase Agreement,
in the quantities listed in Table 1 to the Purchase Agreement.
Article 2. Delivery Schedule.
------------------
The scheduled months of delivery of the Aircraft are listed in the
attached Table 1, which is part of this Purchase Agreement. Exhibit B, which is
part of this Purchase Agreement, describes certain responsibilities for both
Customer and Boeing in order to accomplish the delivery of the Aircraft.
Article 3. Price.
------
3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table 1
in 1998 year dollars subject to escalation. The Aircraft Basic Price includes
optional features and two (2) CFM56-7B20 engines installed, but does not include
Buyer Furnished Equipment.
3.2 Advance Payment Base Prices. The Advance Payment Base Prices listed
in Table 1 were calculated utilizing the latest escalation factors available to
Boeing on the date of this Purchase Agreement projected to the month of
scheduled delivery.
4
3.3 Boeing has not yet established the Aircraft Basic Price for
Aircraft scheduled to be delivered after December 31, 2004. Accordingly, the
Aircraft Basic Price for such Aircraft, if any, will be the sum of the Airframe
Price, Optional Features Prices and the Engine Price first published by Boeing
for the same model of aircraft and engines to be delivered after December 31,
2004 in Boeing's price catalog.
Article 4. Payment.
--------
4.1 Boeing acknowledges receipt of a deposit in the amount shown in
Table 1 for each of the fifteen (15) Aircraft (Deposit) totaling $1,125,000.
4.2 Customer is required to make certain advance payments according to
the standard advance payment schedule for the Model 737-7BX aircraft, as shown
in Table 1, expressed in a percentage of the Advance Payment Base Price of each
Aircraft beginning with a payment of 1%, less the Deposit, on the effective date
of the Purchase Agreement for the Aircraft. Additional advance payments for each
aircraft are due on the first business day of the months listed in the attached
Table 1.
4.3 For any Aircraft whose scheduled month of delivery is less than 24
months from the date of this Purchase Agreement, the total amount of advance
payments due for payment upon signing of this Purchase Agreement will include
all advance payments which are past due in accordance with the standard advance
payment schedule set forth in paragraph 4.2 above.
4.4 Customer will pay the balance of the Aircraft Price of each
Aircraft at delivery.
Article 5. Miscellaneous.
--------------
5.1 Aircraft Information Table. Table 1 consolidates information
contained in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft,
(ii) applicable Detail Specification, (iii) month and year of scheduled
deliveries, (iv) Aircraft Basic Price, (v) applicable estimated escalation
factors and (vi) Advance Payment Base Prices and advance payments and their
schedules.
5.2 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1
contains vendor selection dates, on dock dates and other variables applicable to
the Aircraft.
5.3 Customer Support Variables. Supplemental Exhibit CS1 contains the
variable information applicable to information, training services and other
things furnished by Boeing in support of the Aircraft.
5.4 Engine Escalation Variables. Supplemental Exhibit EE1 contains the
applicable engine escalation formula, the engine warranty and the engine patent
indemnity for the Aircraft.
5
5.5 Service Life Policy Component Variables. Supplemental Exhibit SLP1
lists the airframe and landing gear components covered by the Service Life
Policy for the Aircraft.
5.6 Negotiated Agreement; Entire Agreement. This Purchase Agreement,
including the provisions of Article 8.2 of the AGTA relating to insurance, and
Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE
and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of
discussion and negotiation and is understood by the parties; the Aircraft Price
and other agreements of the parties stated in this Purchase Agreement were
arrived at in consideration of such provisions. This Purchase Agreement,
including the AGTA, contains the entire agreement between the parties and
supersedes all previous proposals, understandings, commitments or
representations whatsoever, oral or written, and may be changed only in writing
signed by authorized representatives of the parties.
DATED AS OF _______________________________
Midway Airlines Corporation THE BOEING COMPANY
By By
Its Its
6
TABLE 1
PURCHASE AGREEMENT NO. 2235
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
Airframe Model/MTGW: ▇▇▇-▇▇▇ ▇▇▇,000 Detail Specification: D6-38808-34 (UNK)
Engine Model: CFM56-7B20 Price Base Year: Jul-98
Airframe Base Price: REDACTED
Optional Features: REDACTED Airframe and Engine Escalation Data:
------------ --------------------------------------
Sub-Total of Airframe and Features: REDACTED Base Year Index (ECI): 134.7
Engine Price (Per Aircraft): REDACTED Base Year Index (ICI): 126.1
Aircraft Basic Price (Excluding BFE/SPE): REDACTED
============
Buyer Furnished Equipment (BFE) Estimate: REDACTED
Seller Purchased Equipment (SPE) Estimate: REDACTED
Refundable Deposit per Aircraft at Proposal Acceptance: REDACTED
------------------------------------------------------------------------------------------------------------------------------------
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Applicable Estimated Escalation Estimate ----------------------------------------------------------------
Delivery Number of Escalation Factor Adv Payment Base At Signing 24 Mos. 21/18/12/9/6 Mos. Total
Date Aircraft (Airframe) Price Per A/P 1% 4% 5% 30%
------------------------------------------------------------------------------------------------------------------------------------
Sep-2000 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Oct-2000 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Nov-2000 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Jan-2001 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Feb-2001 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Apr-2001 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Jun-2001 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Aug-2001 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Oct-2001 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Dec-2001 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Feb-2002 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Apr-2002 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Page 1
TABLE 1
PURCHASE AGREEMENT NO. 2235
AIRCRAFT DELIVERY, DESCRIPTION, PRICE AND ADVANCE PAYMENTS
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery):
Applicable Estimated Escalation Estimate ----------------------------------------------------------------
Delivery Number of Escalation Factor Adv Payment Base At Signing 24 Mos. 21/18/12/9/6 Mos. Total
Date Aircraft (Airframe) Price Per A/P 1% 4% 5% 30%
------------------------------------------------------------------------------------------------------------------------------------
Jun-2002 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Aug-2002 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Oct-2002 1 Redacted Redacted Redacted Redacted Redacted Redacted
------------------------------------------------------------------------------------------------------------------------------------
Page 2
AIRCRAFT CONFIGURATION
between
THE BOEING COMPANY
and
Midway Airlines Corporation
Exhibit A to Purchase Agreement Number 2235
AIRCRAFT CONFIGURATION
Dated_________________
relating to
BOEING MODEL 737-7BX AIRCRAFT
The Detail Specification is Boeing Detail Specification D6-38808-34, Rev.
B, dated October 21, 1998. Such Detail Specification will be comprised of Boeing
Detail Specification D6-38808-34, as amended to incorporate the Options listed
below, including the effects on Manufacturer's Empty Weight (MEW) and Operating
Empty Weight (OEW). As soon as practicable, Boeing will furnish to Buyer copies
of the Detail Specification, which copies will reflect such Options. The
Aircraft Basic Price reflects and includes all effects of such Options, except
such Aircraft Basic Price does not include the price effects of any Buyer
Furnished Equipment.
A-2
Exhibit A to
Purchase Agreement No. 2235
Page 3
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
between
THE BOEING COMPANY
and
Midway Airlines Corporation
Exhibit B to Purchase Agreement Number 2235
B-1
Exhibit B to
Purchase Agreement No. 2235
Page 2
AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES
relating to
BOEING MODEL 737-7BX AIRCRAFT
Both Boeing and Customer have certain documentation and approval
responsibilities at various times during the construction cycle of Customer's
Aircraft that are critical to making the delivery of each Aircraft a positive
experience for both parties. This Exhibit B documents those responsibilities and
indicates recommended completion deadlines for the actions to be accomplished.
B-2
Exhibit B to
Purchase Agreement No. 2235
Page 3
1. GOVERNMENT DOCUMENTATION REQUIREMENTS.
Certain actions are required to be taken by Customer in advance of the scheduled
delivery month of each Aircraft with respect to obtaining certain government
issued documentation.
1.1 Airworthiness and Registration Documents.
Not later than 6 months prior to delivery of each Aircraft,
Customer will notify Boeing of the registration number to be painted on the side
of the Aircraft. In addition, and not later than 3 months prior to delivery of
each Aircraft, Customer will, by letter to the regulatory authority having
jurisdiction, authorize the temporary use of such registration numbers by Boeing
during the pre-delivery testing of the Aircraft.
Customer is responsible for furnishing any Temporary or Permanent Registration
Certificates required by any governmental authority having jurisdiction to be
displayed aboard the Aircraft after delivery.
1.2 Certificate of Sanitary Construction.
1.2.1 U.S. Registered Aircraft. Boeing will obtain from the
United States Public Health Service, a United States Certificate of Sanitary
Construction to be displayed aboard each Aircraft upon delivery to Customer.
1.2.2 Non-U.S. Registered Aircraft. If Customer requires a
United States Certificate of Sanitary Construction at the time of delivery of
the Aircraft, Customer will give written notice thereof to Boeing at least 3
months prior to delivery. Boeing will then use its reasonable best efforts to
obtain the Certificate from the United States Public Health Service and present
it to Customer at the time of Aircraft delivery.
1.3 Customs Documentation.
1.3.1 Import Documentation. If the Aircraft is intended to
be exported from the United States, Customer must notify Boeing not later than 3
months prior to delivery of each Aircraft of any documentation required by the
customs authorities or by any other agency of the country of import.
1.3.2 General Declaration - U.S. If the Aircraft is
intended to be exported from the United States, Boeing will prepare Customs Form
7507, General Declaration, for execution by U.S. Customs immediately prior to
the ferry flight of the Aircraft. For this purpose, Customer will furnish to
Boeing not later than 20 days prior to delivery a complete crew and passenger
list and a complete ferry flight itinerary, including point of exit from the
United States for the Aircraft.
B-3
Exhibit B to
Purchase Agreement No. 2235
Page 4
If Customer intends, during the ferry flight of an Aircraft, to land at a U.S.
airport after clearing Customs at delivery, Customer must notify Boeing not
later than 20 days prior to delivery of such intention. If Boeing receives such
notification, Boeing will provide to Customer the documents constituting a
Customs permit to proceed, allowing such Aircraft to depart after any such
landing. Sufficient copies of completed Form 7507, along with passenger
manifest, will be furnished Customer to cover U.S. stops scheduled for the ferry
flight.
1.3.3 Export Declaration - U.S. If the Aircraft is intended
to be exported from the United States, Boeing will prepare Form 7525V and,
immediately prior to the ferry flight, will submit such Form to U.S. Customs in
Seattle in order to obtain clearance for the departure of the Aircraft,
including any cargo, from the United States. U.S. Customs will deliver the
Export Declaration to the U.S. Department of Commerce after export.
2. Insurance CertificateS.
Unless provided earlier, Customer will provide to Boeing
not later than 30 days prior to delivery of the first Aircraft, a copy of the
requisite annual insurance certificate in accordance with the requirements of
Article 8 of the AGTA.
3. NOTICE OF FLYAWAY CONFIGURATION.
Not later than 20 days prior to delivery of the Aircraft,
Customer will provide to Boeing a configuration letter stating the requested
"flyaway configuration" of the Aircraft for its ferry flight. This configuration
letter should include:
(i) the name of the company which is to furnish fuel for
the ferry flight and any scheduled post-delivery flight training,
the method of payment for such fuel, and fuel load for the ferry
flight;
(ii) the cargo to be loaded and where it is to be stowed on
board the Aircraft, the address where cargo is to be shipped after
flyaway and notification of any hazardous materials requiring
special handling;
(iii) any BFE equipment to be removed prior to flyaway and
returned to Boeing BFE stores for installation on Customer's
subsequent Aircraft;
(iv) a complete list of names and citizenship of each crew
member and non-revenue passenger who will be aboard the ferry
flight; and
(v) a complete ferry flight itinerary.
B-4
Exhibit B to
Purchase Agreement No. 2235
Page 5
4. DELIVERY ACTIONS BY BOEING.
4.1 Schedule of Inspections. All FAA, Boeing, Customer and,
if required, U.S. Customs Bureau inspections will be scheduled by Boeing for
completion prior to delivery or departure of the Aircraft. Customer will be
informed of such schedules.
4.2 Schedule of Demonstration Flights. All FAA and Customer
demonstration flights will be scheduled by Boeing for completion prior to
delivery of the Aircraft.
4.3 Schedule for Customer's Flight Crew. Boeing will inform
Customer of the estimated date that a flight crew is required for acceptance
routines associated with delivery of the Aircraft 30 days prior to the estimated
delivery date, and the actual date 14 days prior to the actual delivery date.
4.4 Fuel Provided by Boeing. Boeing will provide to
Customer, without charge, the amount of fuel shown in U.S. gallons in the table
below for the model of Aircraft being delivered and full capacity of engine oil
at the time of delivery or prior to the ferry flight of the Aircraft.
Aircraft Model Fuel Provided
--------------- --------------
737 1,000
747 4,000
757 1,600
767 2,000
777 3,000
4.5 Flight Crew and Passenger Consumables. Boeing will
provide reasonable quantities of food, coat hangers, towels, toilet tissue,
drinking cups and soap for the first segment of the ferry flight for the
Aircraft.
4.6 Delivery Papers, Documents and Data. Boeing will have
available at the time of delivery of the Aircraft certain delivery papers,
documents and data for execution and delivery. If title for the Aircraft will be
transferred to Customer through a Boeing sales subsidiary and if the Aircraft
will be registered with the FAA, Boeing will pre-position in Oklahoma City,
Oklahoma, for filing with the FAA at the time of delivery of the Aircraft an
executed original Form 8050-2, Aircraft ▇▇▇▇ of Sale, indicating transfer of
title to the Aircraft from Boeing's sales subsidiary to Customer.
4.7 Delegation of Authority. If specifically requested in
advance by Customer, Boeing will present a certified copy of a Resolution of
Boeing's Board of Directors, designating and authorizing certain persons to act
on its behalf in connection with delivery of the Aircraft.
B-5
Exhibit B to
Purchase Agreement No. 2235
Page 6
5. DELIVERY ACTIONS BY CUSTOMER.
5.1 Aircraft Radio Station License. At delivery Customer
will provide its Aircraft Radio Station License to be placed on board the
Aircraft following delivery.
5.2. Aircraft Flight Log. At delivery Customer will provide
the Aircraft Flight Log for the Aircraft.
5.3 Delegation of Authority. Customer will present to
Boeing at delivery of the Aircraft an original or certified copy of Customer's
Delegation of Authority designating and authorizing certain persons to act on
its behalf in connection with delivery of the specified Aircraft.
B-6
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
Supplemental Exhibit BFE1 to Purchase Agreement Number 2235
BFE1
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL AIRCRAFT
This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates
and other variables applicable to the Aircraft.
1. Supplier Selection.
Customer will:
1.1 Select and notify Boeing of the suppliers and part numbers of the
following BFE items by the following dates:
Galley System August 27, 1999
Galley Inserts August 27, 1999
Seats (passenger)* July 21, 1999
Overhead Audio System July 21, 1999
Miscellaneous Emergency Equipment August 27, 1999
Cargo Handling Systems June 28, 1999
(Single Aisle Programs only)
For a new certification, supplier requires notification 10 months prior to Cargo
Handling System on-dock date.
* Seats must be previously 16G certified on a Boeing 737NG aircraft and such
seats must not require any further 16G static or dynamic testing. Customer must
select from Boeing's list of offerable seat suppliers. Customer may make color
and fabric choices.
BFE2
2. On-dock Dates
On or before December 1999, Boeing will provide to Customer a BFE Requirements
On-Dock/Inventory Document (BFE Document) or an electronically transmitted BFE
Report which may be periodically revised, setting forth the items, quantities,
on-dock dates and shipping instructions relating to the in-sequence installation
of BFE. For planning purposes, a preliminary BFE on-dock schedule is set forth
below:
Item Preliminary On-Dock Dates
---- --------------------------
September 2000 October 2000
-------------- ------------
Aircraft Aircraft
-------- --------
Seats 7/6/00 8/11/00
Galleys/Furnishings 6/29/00 8/11/00
Miscellaneous Emergency Equipment 5/6/00 6/11/00
Electronics 6/29/00 8/11/00
Textiles/Raw Material 4/7/00 5/10/00
Cargo Systems (Single Aisle
Programs)) 5/29/00 7/11/00
Provision Kits (Single Aisle
Programs) 2/1/00 3/1/00
Radomes (Single Aisle Programs) 5/26/00 7/11/00
November 2000 January 2001
-------------- ------------
Aircraft Aircraft
-------- ---------
Seats 9/6/00 11/3/00
Galleys/Furnishings 8/30/00 10/30/00
Miscellaneous Emergency Equipment 7/6/00 9/3/00
Electronics 8/30/00 10/30/00
Textiles/Raw Material 6/8/00 8/8/00
Cargo Systems (Single Aisle
Programs)) 7/30/00 9/30/00
Provision Kits (Single Aisle
Programs) 4/3/00 6/1/00
Radomes (Single Aisle Programs) 7/30/00 9/30/00
BFE3
February 2001 April 2001
-------------- ----------
Aircraft Aircraft
-------- ---------
Seats 11/29/00 2/5/01
Galleys/Furnishings 11/21/00 1/30/01
Miscellaneous Emergency Equipment 9/29/00 12/5/00
Electronics 11/21/00 1/30/01
Textiles/Raw Material 8/29/00 10/27/00
Cargo Systems (Single Aisle
Programs)) 10/21/00 12/23/00
Provision Kits (Single Aisle
Programs) 4/3/00 9/1/00
Radomes (Single Aisle Programs) 10/21/00 12/23/00
June 2001 August 2001
--------- -----------
Aircraft Aircraft
-------- --------
Seats 4/5/01 6/6/01
Galleys/Furnishings 3/30/01 5/31/01
Miscellaneous Emergency Equipment 2/5/01 4/6/01
Electronics 3/30/01 6/6/01
Textiles/Raw Material 1/9/01 4/9/01
Cargo Systems (Single Aisle
Programs)) 2/28/01 4/30/01
Provision Kits (Single Aisle
Programs) 11/1/00 1/2/01
Radomes (Single Aisle Programs) 2/28/01 4/30/01
October 2001 December 2001
------------ --------------
Aircraft Aircraft
-------- --------
Seats 8/8/01 10/6/01
Galleys/Furnishings 8/2/01 10/2/01
Miscellaneous Emergency Equipment 6/8/01 8/6/01
Electronics 8/2/01 10/2/01
Textiles/Raw Material 5/10/01 7/11/01
Cargo Systems (Single Aisle
Programs)) 7/2/01 9/2/01
Provision Kits (Single Aisle
Programs) 3/1/01 5/2/01
Radomes (Single Aisle Programs) 7/2/01 9/2/01
BFE4
February 2002 April 2002
------------- ----------
Aircraft Aircraft
-------- --------
Seats 11/29/01 2/5/02
Galleys/Furnishings 11/21/01 1/30/02
Miscellaneous Emergency Equipment 9/29/01 12/5/01
Electronics 11/21/01 1/30/02
Textiles/Raw Material 8/29/01 10/27/01
Cargo Systems (Single Aisle
Programs)) 10/21/01 12/23/01
Provision Kits (Single Aisle
Programs) 4/3/01 9/1/01
Radomes (Single Aisle Programs) 10/21/01 12/23/01
June 2002 August 2002
--------- -----------
Aircraft Aircraft
-------- --------
Seats 4/5/02 6/6/02
Galleys/Furnishings 3/30/02 5/31/02
Miscellaneous Emergency Equipment 2/5/02 4/6/02
Electronics 3/30/02 6/6/02
Textiles/Raw Material 1/9/02 4/9/02
Cargo Systems (Single Aisle
Programs)) 2/28/02 4/30/02
Provision Kits (Single Aisle
Programs) 11/1/01 1/2/02
Radomes (Single Aisle Programs) 2/28/02 4/30/02
October 2002
------------
Aircraft
--------
Seats 8/8/02
Galleys/Furnishings 8/2/02
Miscellaneous Emergency Equipment 6/8/02
Electronics 8/2/02
Textiles/Raw Material 5/10/02
Cargo Systems (Single Aisle
Programs)) 7/2/02
Provision Kits (Single Aisle
Programs) 3/1/02
Radomes (Single Aisle Programs) 7/2/02
BFE5
CUSTOMER SUPPORT VARIABLES
between
THE BOEING COMPANY
and
Midway Airlines Corporation
Supplemental Exhibit CS1 to Purchase Agreement Number 2235
CS1
CUSTOMER SUPPORT VARIABLES
relating to
BOEING MODEL 737-7BX AIRCRAFT
Customer and Boeing will conduct planning conferences no later than July 31,
1999, or as otherwise agreed, to develop and schedule a customized Customer
Support Program to be furnished by Boeing in support of the Aircraft.
The customized Customer Services Program will be based upon and equivalent to
the entitlements summarized below.
1. Maintenance Training.
--------------------
1.1 Airplane General Familiarization Course; 4 classes of 10 students;
1.2 Combined & Condensed Mechanical/Power Plant, Electrical Systems, and
Avionics Course, 3 classes of 15 students each.
2. Flight Training.
---------------
2.1 Transition training for 8 flight crews (16 pilots) in 2 classes; The
training will consist of ground school (utilizing computer based
training), fixed base simulator, full flight simulator and actual
aircraft training on Customer's Aircraft.
2.2 Flight Dispatcher training; 2 classes of 6 students;
2.3 Flight Attendant training; 2 classes of 12 students;
2.4 Performance Engineer training in Boeing's regularly scheduled
courses; schedules are published twice yearly.
2.5 Training materials will be provided to each student. In addition,
one set of training materials as used in Boeing's training program,
including visual aids, Computer Based Training Courseware,
instrument panel wall charts, text/graphics, video programs, etc.
will be provided for use in Customer's own training program.
2.6 Additional Flight Operations Services:
a. Boeing flight crew personnel to assist in ferrying the
first aircraft to Customer's main base;
CS1-2
b. Instructor pilots for 90 calendar days for revenue service
training assistance;
c. An instructor pilot to visit Customer 6 months after revenue
service training to review Customer's flight crew operations
for a 2 week period.
3. Planning Assistance.
--------------------
3.1 Maintenance and Ground Operations.
----------------------------------
Upon request, Boeing will visit Customer's main base to assist in
the planning and evaluation of aircraft maintenance facilities,
develop recommendations and assist in maintenance planning.
3.2 Spares.
-------
a) Recommended Spares Parts List (RSPL)
------------------------------------
customized RSPL, data and documents will be provided to
identify spare parts required for Customer's support program.
b) Illustrated Parts Catalog (IPC)
-------------------------------
A customized IPC in accordance with ATA 100 will be provided.
c) Provisioning Training
---------------------
Provisioning training will be provided for Customer's
personnel at Boeing's facilities, where documentation and
technical expertise are available. Training is focused on the
initial provisioning process and calculations reflected in the
Boeing RSPL.
d) Spares Provisioning Conference
-------------------------------
A provisioning conference will be conducted, normally at
Boeing's facilities where technical data and personnel are
available.
4. Technical Data and Documents
----------------------------
4.1. Flight Operations.
------------------
Airplane Flight Manual
Operations Manual
Quick Reference Handbook
Weight and Balance Manual
Dispatch Deviation Procedures Guide
Flight Crew Training Manual
Performance Engineer's Manual
Jet Transport Performance Methods
FMC Supplemental Data Document
CS1-3
Operational Performance Software
Fault Reporting Manual
ETOPS Guide Vol. III
Flight Planning and Performance Manual
4.2. Maintenance.
-----------
Aircraft Maintenance Manual
Wiring Diagram Manual
Systems Schematics Manual
Connector Part Number Options Document
Structural Repair Manual
Overhaul/Component Maintenance Manual
Standard Overhaul Practices Manual
Standard Wiring Practices Manual
Non-Destructive Test Manual
Service Bulletins and Index
Corrosion Prevention Manual
Fault Isolation Manual
Fuel Measuring Stick Calibration Document
Power Plant Buildup Manual
Built-In Test Equipment (BITE) Manual
Central Maintenance Computer System Reporting Table
In Service Activity Report
All Operator Letters
Service Letters
Structural Item Interim Advisory
Maintenance Tips
Combined Index
Ramp Maintenance Manual (747,757,767)
Baggage/Cargo Loading Manual(747 and 767 Aircraft)
4.3. Maintenance Planning.
---------------------
Maintenance Planning Data Document
Maintenance Planning Data Tasks Masterfile
Maintenance Task Cards and Index
Maintenance Inspection Intervals Report
ETOPS Guide Vol. II
Configuration Maintenance and Procedures for Extended Range
Operations
4.4. Spares.
-------
Illustrated Parts Catalog
Standards Books
4.5. Facilities and Equipment Planning.
----------------------------------
Facilities and Equipment Planning Document
CS1-4
Special Tool and Ground Handling Equipment Drawings and Index
Supplementary Tooling Documentation
Illustrated Tool and Equipment List/Manual
Aircraft Recovery Document
Airplane Characteristics for Airport Planning Document
Airplane Rescue and Fire Fighting Document
Engine Handling Document
ETOPS Guide Vol. I
4.6. Computer Software Index.
------------------------
4.7. Supplier Technical Data.
------------------------
Service Bulletins
Ground Support Equipment Data
Provisioning Information
Component Maintenance/Overhaul Manuals and Index
Publications Index
Product Support Supplier Directory
CS1-5
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
between
THE BOEING COMPANY
and
Midway Airlines Corporation
Supplemental Exhibit EE1 to Purchase Agreement Number 2235
EE1
ENGINE ESCALATION,
ENGINE WARRANTY AND PATENT INDEMNITY
relating to
BOEING MODEL 737-7BX AIRCRAFT
1. ENGINE ESCALATION. No separate engine escalation methodology is defined for
the 737-600, -700, -800 or -900 Aircraft. Pursuant to the AGTA, the engine
prices for these Aircraft are included in and will be escalated in the same
manner as the Airframe.
2. ENGINE WARRANTY AND PRODUCT SUPPORT PLAN. Boeing has obtained from CFM
International, Inc. (or CFM International, S.A., as the case may be) (CFM) the
right to extend to Customer the provisions of CFM's warranty as set forth below
(herein referred to as the "Warranty"); subject, however, to Customer's
acceptance of the conditions set forth herein. Accordingly, Boeing hereby
extends to Customer and Customer hereby accepts the provisions of CFM's Warranty
as hereinafter set forth, and such Warranty shall apply to all CFM56-7 type
Engines (including all Modules and Parts thereof) installed in the Aircraft at
the time of delivery or purchased from Boeing by Customer for support of the
Aircraft except that, if Customer and CFM have executed, or hereafter execute, a
General Terms Agreement, then the terms of that Agreement shall be substituted
for and supersede the provisions of Paragraphs 2.1 through 2.8 below and
Paragraphs 1 through 10 below shall be of no force or effect and neither Boeing
nor CFM shall have any obligation arising therefrom. In consideration for
Boeing's extension of the CFM Warranty to Customer, Customer hereby releases and
discharges Boeing from any and all claims, obligations and liabilities
whatsoever arising out of the purchase or use of such CFM56-7 type Engines and
Customer hereby waives, releases and renounces all its rights in all such
claims, obligations and liabilities. In addition, Customer hereby releases and
discharges CFM from any and all claims, obligations and liabilities whatsoever
arising out of the purchase or use of such CFM56-7 type Engines except as
otherwise expressly assumed by CFM in such CFM Warranty or General Terms
Agreement between Customer and CFM and Customer hereby waives, releases and
renounces all its rights in all such claims, obligations and liabilities.
2.1. Title. CFM warrants that at the date of delivery, CFM has legal
title to and good and lawful right to sell its CFM56-7 type Engine and
Products and furthermore warrants that such title is free and clear of
all claims, liens and encumbrances of any nature whatsoever.
EE1
2.2. Patents.
2.2.1 CFM shall handle all claims and defend any suit or
proceeding brought against Customer insofar as based on a claim
that any product or part furnished under this Agreement
constitutes an infringement of any patent of the United States,
and shall pay all damages and costs awarded therein against
Customer. This paragraph shall not apply to any product or any
part manufactured to Customer's design or to the aircraft
manufacturer's design. As to such product or part, CFM assumes
no liability for patent infringement.
2.2.2 CFM's liability hereunder is conditioned upon Customer
promptly notifying CFM in writing and giving CFM authority,
information and assistance (at CFM's expense) for the defense
of any suit. In case said equipment or part is held in such
suit to constitute infringement and the use of said equipment
or part is enjoined, CFM shall expeditiously, at its own
expense and at its option, either (i) procure for Customer the
rights to continue using said product or part; (ii) replace the
same with a satisfactory and noninfringing product or part; or
(iii) modify the same so it becomes satisfactory and
noninfringing. The foregoing shall constitute the sole remedy
of Customer and the sole liability of CFM for patent
infringement.
2.2.3 The above provisions also apply to products which are the
same as those covered by this Agreement and are delivered to
Customer as part of the installed equipment on CFM56-7 powered
Aircraft.
2.3. Initial Warranty. CFM warrants that CFM56-7 Engine products will
conform to CFM's applicable specifications and will be free from
defects in material and workmanship prior to Customer's initial use of
such products.
2.4. New Engine Warranty.
2.4.1. CFM warrants each new Engine and Module against Failure
for the initial 3000 Flight Hours as follows:
(i) Parts Credit Allowance will be granted for any
Failed Parts.
(ii)Labor Allowance for disassembly, reassembly, test
and Parts repair of any new Engine Part will be granted for
replacement of Failed Parts.
EE1
(iii) Such Parts Credit Allowance, test and Labor
Allowance will be: 100% from new to 2500 Flight Hours and
decreasing pro rata from 100% at 2500 Flight Hours to zero
percent at 3000 Flight Hours.
2.4.2 As an alternative to the above allowances, CFM shall,
upon request of Customer:
(i) Arrange to have the failed Engines and Modules
repaired, as appropriate, at a facility designated by CFM at
no charge to Customer for the first 2500 Flight Hours and at a
charge to Customer increasing pro rata from zero percent of
CFM's repair cost at 2500 Flight Hours to 100% of such CFM
repair costs at 3000 Flight Hours.
(ii)Transportation to and from the designated
facility shall be at Customer's expense.
2.5. New Parts Warranty. In addition to the warranty granted
for new Engines and new Modules, CFM warrants Engine and Module
Parts as follows:
2.5.1. During the first 1000 Flight Hours for such Parts and
Expendable Parts, CFM will grant 100% Parts Credit Allowance or
Labor Allowance for repair labor for failed Parts.
2.5.2. CFM will grant a pro rata Parts Credit Allowance for
Scrapped Parts decreasing from 100% at 1000 Flight Hours Part
Time to zero percent at the applicable hours designated in
Table 1.
2.6. Ultimate Life Warranty.
2.6.1. CFM warrants Ultimate Life limits on the following
Parts:
(i) Fan and Compressor Disks/Drums
(ii)Fan and Compressor Shafts
(iii) Compressor Discharge Pressure Seal (CDP)
(iv)Turbine Disks
(v) HPT Forward and Stub Shaft
(vi)LPT Driving Cone
(vii) LPT Shaft and Stub Shaft
2.6.2. CFM will grant a pro rata Parts Credit Allowance
decreasing from 100% when new to zero percent at 25,000 Flight
Hours or 15,000 Flight Cycles, whichever comes earlier. Credit
will
EE1
be granted only when such Parts are permanently removed from
service by a CFM or a U.S. and/or French Government imposed
Ultimate Life limitation of less than 25,000 Flight Hours or
15,000 Flight Cycles. 2.7. Campaign Change Warranty.
2.7.1. A campaign change will be declared by CFM when a new
Part design introduction, Part modification, Part Inspection,
or premature replacement of an Engine or Module is required by
a mandatory time compliance CFM Service Bulletin or FAA
Airworthiness Directive. Campaign change may also be declared
for CFM Service Bulletins requesting new Part introduction no
later than the next Engine or Module shop visit. CFM will grant
following Parts Credit Allowances:
Engines and Modules
(i) 100% for Parts in inventory or removed from
service when new or with 2500 Flight Hours or less
total Part Time.
(ii)50% for Parts in inventory or removed from
service with over 2500 Flight Hours since new,
regardless of warranty status.
2.7.2. Labor Allowance - CFM will grant 100% Labor Allowance
for disassembly, reassembly, modification, testing, or
Inspection of CFM supplied Engines, Modules, or Parts therefor
when such action is required to comply with a mandatory time
compliance CFM Service Bulletin or FAA Airworthiness Directive.
A Labor Allowance will be granted by CFM for other CFM issued
Service Bulletins if so specified in such Service Bulletins.
2.7.3. Life Controlled Rotating Parts retired by Ultimate Life
limits including FAA and/or DGAC Airworthiness Directive, are
excluded from Campaign Change Warranty.
2.8. Limitations. The provisions set forth HEREIN are exclusive and are
in lieu of all other warranties whether written, oral or implied. There
are no implied warranties of fitness or merchantability. Said
provisions set forth the maximum LIABILITY of CFM with respect to
claims of any kind, including negligence, arising out of MANUFACTURE,
sale, possession, use or handling of the products or parts thereof or
therefor, and in no event shall CFM's liability to Customer exceed the
purchase price of the product giving rise to Customer's claim or
include incidental or consequential damages.
EE1
TABLE 1
-------
737X
----
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PARTS LIST
-------------------------
FLIGHT HOURS
------------
Flight Hours
---------------------------------------------
2000 3000 4000 6000 8000 12000
---- ---- ---- ---- ---- -----
Fan Rotor/Booster
-----------------
Blades X
Disk, Drum X
Spinner X
Fan Frame
---------
Casing X
Hub & Struts X
Fairings X
Splitter (Mid Ring) X
Vanes X
Engine Mount X
No. 1 & No. 2 Bearing Support
-----------------------------
Bearings X
Shaft X
Support (Case) X
Inlet Gearbox & No. 3 Bearing
-----------------------------
Bearings X
Gear X
Case X
Compressor Rotor
-----------------
Blades X
Disk & Drums X
Shaft X
Compressor Stator
-----------------
Casing X
Shrouds X
Vanes X
Variable Stator Actuating
Rings X
Combustor Diffuser Nozzle (CDN)
-------------------------------
Casings X
Combustor Liners X
Fuel Atomizer X
HPT Nozzle X
HPT Nozzle Support X
HPT Shroud X
TABLE 1
-------
737X
----
▇▇▇▇▇ ▇▇▇▇▇▇▇▇ PARTS LIST
-------------------------
(continued)
Flight Hours
---------------------------------------------
2000 3000 4000 6000 8000 12000
---- ---- ---- ---- ---- -----
EE1
HPT Rotor
---------
Blades X
Disks X
Shafts X
Retaining Ring X
LP Turbine
----------
Casing X
Vane Assemblies X
Interstage Seals X
Shrouds X
Disks X
Shaft X
Bearings X
Blades X
Turbine Frame
-------------
Casing & Struts X
Hub X
Sump X
Accessory & Transfer Gearboxes
------------------------------
Case X
Shafts X
Gears X
Bearings X
Air-Oil Seals X
-------------
Controls & Accessories
----------------------
Engine X
Condition Monitoring Equipment X
------------------------------
EE1
SERVICE LIFE POLICY COMPONENTS
between
THE BOEING COMPANY
and
Midway Airlines Corporation
Supplemental Exhibit SLP1 to Purchase Agreement Number 2235
SLP1
SERVICE LIFE POLICY COMPONENTS
relating to
BOEING MODEL 737 AIRCRAFT
This is the listing of SLP Components for the Aircraft which relate to Part 3,
Boeing Service Life Policy of Exhibit C, Product Assurance Document to the AGTA
and is a part of Purchase Agreement No. 2235.
1. Wing.
(a) Upper and lower skins and stiffeners between the forward and
rear wing spars.
(b) Wing spar webs, chords and stiffeners.
(c) Inspar wing ribs.
(d) Inspar splice plates and fittings.
(e) Main landing gear support structure.
(f) Wing center section floor beams, lower beams and spanwise
beams, but not the seat tracks attached to floor beams.
(g) Engine strut support fittings attached directly to wing primary
structure.
(h) Wing-to-body structural attachments.
(i) Support structure in the wing for spoilers and spoiler
actuators; for aileron hinges and reaction links; and for
leading edge devices and trailing edge flaps.
(j) Trailing edge flap tracks and carriages.
(k) Aileron leading edge device and trailing edge flap internal,
fixed attachment and actuator support structure.
SLP1-2
2. Body.
(a) External surface skins and doublers, longitudinal
stiffeners, longerons and circumferential rings and frames
between the forward pressure bulkhead and the vertical
stabilizer rear spar bulkhead and structural support and
enclosure for the APU but excluding all system components
and related installation and connecting devices, insulation,
lining, and decorative panels and related installation and
connecting devices.
(b) Window and windshield structure but excluding the windows and
windshields.
(c) Fixed attachment structure of the passenger doors, cargo doors
and emergency exits, excluding door mechanisms and movable
hinge components. ▇▇▇▇▇ and frames around the body openings for
the passenger doors, cargo doors and emergency exits, excluding
scuff plates and pressure seals.
(d) Nose wheel well structure, including the wheel well walls,
pressure deck, bulkheads, and gear support structure.
(e) Main gear wheel well structure including pressure deck and
landing gear beam support structure.
(f) Floor beams and support posts in the control cab and passenger
cabin area, but excluding seat tracks.
(g) Forward and aft pressure bulkheads.
(h) Keel structure between the wing front spar bulkhead and the
main gear wheel well aft bulkhead including splices.
(i) Wing front and rear spar support bulkheads, and vertical and
horizontal stabilizer front and rear spar support bulkheads
including terminal fittings but excluding all system components
and related installation and connecting devices, insulation,
lining, decorative panels and related installation and
connecting devices.
(j) Support structure in the body for the stabilizer pivot and
stabilizer screw.
SLP1-3
3. Vertical Stabilizer.
(a) External skins between front and rear spars.
(b) Front, rear and auxiliary spar chords, webs and stiffeners and
attachment fittings.
(c) Inspar ribs.
(d) Rudder hinges and supporting ribs, excluding bearings.
(e) Support structure in the vertical stabilizer for rudder hinges,
reaction links and actuators.
(f) Rudder internal, fixed attachment and actuator support
structure.
4. Horizontal Stabilizer.
(a) External skins between front and rear spars.
(b) Front and rear spar chords, webs and stiffeners.
(c) Inspar ribs.
(d) Stabilizer center section including hinge and screw support
structure.
(e) Support structure in the horizontal stabilizer for the elevator
hinges, reaction links and actuators.
(f) Elevator internal, fixed attachment and actuator support
structure.
5. Engine Strut.
(a) Strut external surface skin and doublers and stiffeners.
(b) Internal strut chords, frames and bulkheads.
(c) Strut to wing fittings and diagonal brace.
(d) Engine mount support fittings attached directly to strut
structure and including the engine-mounted support fittings.
SLP1-4
6. Main Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Upper and lower side struts, including spindles, universals and
reaction links.
(d) Drag strut.
(e) ▇▇▇▇ crank.
(f) Orifice support tube.
(g) Trunnion link.
(h) Downlock links including spindles and universals.
(i) Torsion links.
(j) Actuator beam, support link and beam arm.
7. Nose Landing Gear.
(a) Outer cylinder.
(b) Inner cylinder, including axles.
(c) Orifice support tube.
(d) Upper and lower drag strut, including lock links.
(e) Steering plates and steering collars.
(f) Torsion links.
NOTE: The Service Life Policy does not cover any bearings, bolts, bushings,
clamps, brackets, actuating mechanisms or latching mechanisms used in
or on the Covered Components.
▇▇▇▇-▇
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: Operating Weight
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (the Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
1. [REDACTED]
2. Annual Leased Aircraft Operating Weight (LOW Program)
Boeing has an Annual Leased Aircraft Operating Weight Program (LOW
Program) which is substantially in the form included as Attachment A herein.
Boeing agrees to make such LOW Program available to Customer, in a form
substantially similar to Attachment A, upon request at any time until December
31, 2002.
Midway Airlines Corporation
6-1162-CPJ-304 Page 2
Very truly yours,
THE BOEING COMPANY
By
---------------------------
Its Attorney-In-Fact
---------------------------
ACCEPTED AND AGREED TO this
Date:_____________________ , 1999
Midway Airlines Corporation
By __________________________
Its__________________________
Midway Airlines Corporation
6-1162-CPJ-305 Page 3
Attachment A
[REDACTED]
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: [REDACTED]
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (the Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
[REDACTED]
Midway Airlines Corporation
6-1162-CPJ-305 Page 2
Very truly yours,
THE BOEING COMPANY
By
-----------------------------
Its Attorney-In-Fact
-----------------------------
ACCEPTED AND AGREED TO this
Date:_______________________________ , 1999
Midway Airlines Corporation
By__________________________________
Its_________________________________
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: Purchase Rights
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (the Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
1. [REDACTED]
2. [REDACTED]
3. [REDACTED]
4. [REDACTED]
5. [REDACTED]
Midway Airlines Corporation
6-1162-CPJ-306 Page 2
6. [REDACTED]
Very truly yours,
THE BOEING COMPANY
By
----------------------------
Its Attorney-In-Fact
----------------------------
ACCEPTED AND AGREED TO this
Date:_______________________________ , 1999
Midway Airlines Corporation
By__________________________________
Its_________________________________
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: Escalation Sharing
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (the Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
1. Commitment.
----------
Boeing agrees to share one-half of the escalation, up to a maximum
Boeing share of 1.5 percent, in the last half of the year 1998 according to
the terms in paragraph 2 below. [REDACTED]. For the purpose of this Letter
Agreement such aircraft are referred to as "Eligible Aircraft."
All escalation calculations under this Letter Agreement will be made in
accordance with Exhibit D to the AGTA between Boeing and Customer, using actual
escalation indices published for the applicable period.
2. Escalation Credit Memo.
-----------------------
2.1 Calculation - Eligible Aircraft Delivering in July 1998 or
-----------------------------------------------------------
later.
-----
At the time of delivery of each Eligible Aircraft delivering in July
1998 or later, Boeing will issue to Customer a credit memorandum (the 1998
Credit Memorandum) which shall be applied to the Aircraft Price of such Eligible
Aircraft. The 1998 Credit Memorandum shall be calculated as follows:
One-half of the difference between the Escalation Adjustment calculated
for a July 1998 aircraft delivery position, and the Escalation
Adjustment calculated for the month of delivery of the Eligible
Aircraft (or December 1998, if the Eligible Aircraft
Midway Airlines Corporation
6-1162-CPJ-307 Page 2
delivers later), provided however, such amount shall not exceed 1.5
percent pursuant to the following calculation:
For an Eligible Aircraft, the Aircraft Basic Price will be escalated
(if necessary) to a July 1998 delivery month. The July 1998 escalated
price will be referred to in the following formula as the "July 1998
Index Amount." The 1998 Credit Memorandum for the Eligible Aircraft
will not exceed an amount equal to the July 1998 Index Amount times
0.015.
2.2 Eligible Aircraft Delivering 1999 or later.
For Eligible Aircraft the amount of the credit memorandum will be the
amounts calculated pursuant to paragraph 2.1 above. This credit memorandum
amount will be escalated from December 1998 to the month of delivery for
Eligible Aircraft delivering after 1998.
3. Advance Payment Base Price.
It is agreed that the Advance Payment Base Prices for the Eligible
Aircraft set forth in the Purchase Agreement include an estimate for the
escalation sharing credit memorandum pursuant to this Letter Agreement.
4. Escalating Credits (STE).
[REDACTED]
Very truly yours,
THE BOEING COMPANY
By
------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date:_______________________ , 1999
Midway Airlines Corporation
Midway Airlines Corporation
6-1162-CPJ-307 Page 3
By_______________________
Its______________________
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: [REDACTED]
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (the Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. [REDACTED] All terms used but not defined in this Letter Agreement
have the same meaning as in the Purchase Agreement.
[REDACTED]
----------
6. Confidential Treatment.
-----------------------
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer 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 required by law.
Midway Airlines Corporation
6-1162-CPJ-308 Page 2
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------
Its Attorney-In-Fact
-----------------------------
ACCEPTED AND AGREED TO this
Date:_______________________, ▇▇▇▇
▇▇▇▇▇▇ airlines corporation
By ____________________________
Its____________________________
Attachment A to
6-1162-CPJ-308
Page 3
ATTACHMENT A (SAMPLE)
FLIGHT FREQUENCY ADJUSTMENT FORMULAS
Number of Airplane Days calculation.
[REDACTED]
----------
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: Open Configuration Matters
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
1. Aircraft Configuration.
1.1 Initial Configuration. The initial configuration of Customer's
Model 737-7BX Aircraft has been defined by Boeing Model 737-700 Detail
Specification D6-38808-34, Rev. B, dated October 21, 1998 as described in
Article 1 and Exhibit A of the Purchase Agreement (the Aircraft Configuration).
Given the short period of time between Customer's acceptance of the proposal and
the execution of the Purchase Agreement, Customer and Boeing did not have time
to incorporate certain configuration changes (Options) into the Aircraft
Configuration.
1.2 Final Configuration Schedule. Boeing and Customer discussed
potential Options on May 26th and 27th, 1999. Within 90 days after that meeting,
Boeing will provide Customer with Option proposals, which will include any
effect to the Performance Guarantees, for those configuration changes that can
be incorporated in Aircraft production. Once Customer receives the list of
priced and offerable Options from Boeing, Customer will then have 15 days to
accept or reject any or all of these Options.
2. Effect on Purchase Agreement.
2.1 Basic Specification. Changes applicable to the basic Model 737-700
aircraft which are developed by Boeing between the date of signing of the
Purchase Agreement and completion of the final configuration review described in
paragraph 1.2 above will be incorporated into the Aircraft Configuration by
Midway Airlines Corporation
6-1162-CPJ-309 Page 2
written amendment and will not affect the Aircraft Basic Price and Performance
Guarantees.
2.2 Exhibit A. The effects of all Options which are mutually agreed
upon between Boeing and Customer for incorporation into the Aircraft
Configuration will be incorporated into Exhibit A of the Purchase Agreement by
written amendment.
2.3 Performance Guarantees. Within 90 days after Customer's acceptance
of any Options, Boeing will provide to Customer revisions to the Performance
Guarantees to reflect the effects, if any, of the incorporation of such Options
on Aircraft performance. Such revisions will be incorporated by written
amendment.
2.4 Price Adjustments. The Aircraft Basic Price and Advance Payment
Base Price of each Aircraft included the amount of Five Hundred Ninety Three
Thousand One Hundred Dollars ($593,100) as an estimate of the value of the
Options which may be accepted and included in the final Aircraft Configuration.
The Aircraft Basic Price and the Advance Payment Base Price of each Aircraft
will be increased or decreased as required to reflect the difference between
such estimate and the actual prices of the Options accepted by Customer.
3.0 Optional Feature Restriction. Due to the short length of time between the
effective date of the Purchase Agreement and the scheduled delivery of the first
aircraft, Boeing will not offer Customer any Options relating to in-cabin or
in-seat audio, video, or telephones.
4.0 Seat Supplier, Seat Supplier Selection and 16G Test Restriction. Due to the
short length of time between the effective date of the Purchase Agreement and
the scheduled delivery of the first aircraft, Customer must select one of the
seat suppliers listed in 4.1 herein for any passenger seats on the Aircraft by
July 21, 1999 and notify Boeing in writing of such selected supplier. The seats
selected must already meet any 16G requirement and must not require any
additional static of dynamic testing of any kind.
4.1 Offerable Seat Suppliers:
i. Avio Interiors
ii. Koito Industries, Ltd.
iii. Recaro Aircraft Seating
iv. ▇▇▇▇▇ Aircraft Inc.
5. Purchase Agreement Amendment.
----------------------------
Midway Airlines Corporation
6-1162-CPJ-309 Page 3
Within 30 days after reaching agreement as to the final Aircraft
Configuration, Boeing will provide Customer an amendment to the Purchase
Agreement reflecting the effects of the configuration changes agreed to by the
parties.
Very truly yours,
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date:_______________________ , 1999
Midway Airlines Corporation
By __________________________
Its__________________________
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: [REDACTED]
----------
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (the Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. [REDACTED]. All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.
1. [REDACTED]
----------
2. [REDACTED]
----------
3. [REDACTED]
----------
4. [REDACTED]
----------
5. Confidential Treatment.
----------------------
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer 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.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.
Very truly yours,
Midway Airlines Corporation
6-1162-CPJ-310 Page 2
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date:__________________________ , 1999
Midway Airlines Corporation
By ____________________________
Its____________________________
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: [REDACTED]
----------
Reference: Purchase Agreement 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (the Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase Agreement
and Exhibit C of the AGTA. All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement and AGTA.
1. [REDACTED]
----------
2. [REDACTED]
----------
3. [REDACTED]
----------
4. [REDACTED]
----------
5. [REDACTED]
----------
6. Confidential Treatment.
----------------------
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer 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.
If the foregoing correctly sets forth your understanding of our agreement with
respect to the matters treated above, please indicate your acceptance and
approval below.
Midway Airlines
6-1162-CPJ-311 Page 2
Very truly yours,
THE BOEING COMPANY
By
------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date:___________________________, ▇▇▇▇
▇▇▇▇▇▇ airlines corporation
By _____________________________
Its ____________________________
Attachment A to
6-1162-CPJ-311
Page 3
Attachment A - Adjustments
--------------------------
For each reporting period, Boeing will calculate Target Maintenance Costs by
revising the Projected Target Maintenance Cost to reflect actual data for the
following parameters:
Material Price Inflation
------------------------
Material prices will be adjusted using Producer Price Indexes as defined below.
The Target Material Cost for a Reporting Period will be calculated by
multiplying the projected target material cost by the ratio of the average index
for the Reporting Period to the index related to the projected target material
cost.
The measure of material price inflation will be the Producer Price Index for
"Aircraft Parts and Auxiliary Equipment, n.e.c." (Standard Industrial
Classification Code 3728). This index will be obtained from the publication
"Producer Prices and Price Indexes" published by the U.S. Department of Labor,
Bureau of Labor Statistics or any comparable successor publication published by
the U.S. Department of Labor, Bureau of Labor Statistics or any comparable
successor agency.
Labor Cost
----------
The projected target labor cost will be adjusted to reflect Customer's actual
Labor Cost. The Target Labor Cost will be calculated by multiplying the
Projected Target Labor Cost by the ratio of Customer's then-current Labor Rate
to the Labor Rate used to calculate the projected target labor cost for that
Reporting Period.
Airframe Maintenance Performed by Others (Subcontracted Maintenance)
-----------------------------------------
The Projected Target Material Cost and Projected Target Labor Cost assume that
Subcontracted Maintenance, will be no more than 10% of the Cumulative Average
Reported Cost as of any reporting period. If Subcontracted Maintenance amounts
to more than 10% of the Cumulative Average Actual Maintenance Cost as of any
reporting period, Boeing reserves the right to revise the Target Material Cost
and Target Labor Cost for that Reporting Period accordingly.
To adjust Subcontracted Maintenance to Customer's equivalent direct labor and
direct material costs, Subcontracted Maintenance will be reduced by 18% percent
before it is distributed to Direct Labor and Direct Material.
Covered Aircraft
----------------
The Projected Target Maintenance Costs are based on the number of Covered
Aircraft. If the number of Covered Aircraft changes during any Reporting Period,
Boeing reserves the right to incorporate such change when calculating the Target
Maintenance Costs for that Reporting Period.
Attachment A to
6-1162-CPJ-311
Page 4
Delivery Schedule
-----------------
The Projected Target Maintenance Costs are based on the delivery schedule of
Covered Aircraft as described in Article 2 of the Purchase Agreement. If the
delivery schedule for the Covered Aircraft changes during any Reporting Period,
Boeing reserves the right to incorporate such change when calculating the Target
Maintenance Costs for that Reporting Period.
Average Flight Time
-------------------
If the Actual Average Flight Time (AAFT) for any Reporting Period differs from
the Projected Average Flight Time (PAFT) of 1.25 hours, the Target Material Cost
(TMC) and Target Labor Cost (TLC) for that reporting period will be adjusted as
follows:
.65 +
TMC for AAFT = TMC for PAFT X AAFT .35
----------
.65 +
PAFT .35
.54 +
TLC for AAFT = TLC for PAFT X AAFT .46
----------
.54 +
PAFT .46
Note: The adjustment formula set forth above is obtained from the publication
"Airframe Maintenance Analysis of IATA PPM (Production Performance Measurements)
Maintenance Cost Data".
Utilization
------------
The Projected Target Maintenance Costs assume a Projected Average Yearly
Utilization for the Covered Aircraft during any reporting period of 2700 flight
hours per aircraft. If the Average Yearly Utilization for the Covered Aircraft
for any Reporting Period exceeds 3000 flight hours or is less than 2200 flight
hours , Boeing reserves the right to incorporate such change when calculating
the Target Maintenance Costs for that Reporting Period.
Attachment A to
6-1162-CPJ-311
Page 5
Currency Exchange Rate
----------------------
The Actual Maintenance Costs and average Labor Rates reported by Customer for
any Reporting Period will be converted by Boeing from __________ to U.S. Dollars
using the average of the four quarterly "rf" (period average) factors applicable
to such Reporting Period ("Exchange Rate") as set forth in the publication
"International Financial Statistics" published by the International Monetary
Fund.
Target Maintenance Costs for any Reporting Period will be adjusted to reflect
any differences between the Exchange Rate for such Reporting Period and the
________ to U.S. Dollar rate of __________, which was used to calculate the
Projected Target Maintenance Costs (Projected Exchange Rate).
(Additional information regarding the publication "International Financial
Statistics" may be obtained from: Publications Unit, International Monetary
Fund, ▇▇▇▇▇▇▇▇▇▇, ▇.▇. ▇▇▇▇▇, ▇.▇.▇. or by calling U.S.A. Area Code (202)
623-7430.)
Covered Aircraft Configuration
------------------------------
The Target Maintenance Cost set forth in this Program is based on the
configuration for the Covered Aircraft as set forth in Exhibit A to the Purchase
Agreement. Such Target Maintenance Cost may be adjusted by Boeing to
appropriately reflect any changes to the actual configuration of the Covered
Aircraft at the time of delivery thereof to Customer. Adjustments to such Target
Maintenance Cost may also be made at any time during the Program Term to reflect
any additional changes in the configuration of the Covered Aircraft.
Exhibit A to
6-1162-CPJ-311
Page 6
To: Director - Product Assurance Contracts
Boeing Commercial Airplane Group
▇.▇. ▇▇▇ ▇▇▇▇ Mail Stop 76-02
Fax: ▇▇▇-▇▇▇-▇▇▇▇
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇-▇▇▇▇
Subject: Letter Agreement No. 6-1162-CPJ-311 to Purchase Agreement No. 2235
Airframe Maintenance Cost Protection Program
Reported herein are certain data required under paragraph 4.1.1 of the reference
Letter Agreement.
Reporting Period No. _____
Beginning date _________ ending date _________
Currency of the costs shown below: _________
--------------------------------------------------------------------------------
Direct Direct Subcontracted
Actual Labor Material Maintenance
Maintenance Costs (total cost) (total cost) (total cost)
--------------------------------------------------------------------------------
Scheduled
Maintenance
--------------------------------------------------------------------------------
Non-Scheduled Maintenance
--------------------------------------------------------------------------------
Repair &
Overhaul
--------------------------------------------------------------------------------
Modifications
(ref. para.
4.3 & 5.1)
--------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------
The above labor costs are exclusive of time consumed by employees while waiting
for work, traveling to or from work, training, vacation, sick leave, or in any
other similar absences from the actual maintenance work. The above material
costs exclude all costs described in paragraph 5 of the reference letter
agreement.
-------------------------------------------------------------------------------
Average per Average per Average Total per
manhour flight number of aircraft
Labor Rate Flight Time Covered Aircraft Flight Hours
-------------------------------------------------------------------------------
-------------------------------------------------------------------------------
Exhibit A to
6-1162-CPJ-311
Page 7
The above labor rate excludes all fringe benefits, premium time allowances,
social charges, business taxes and the like.
Midway Airlines Corporation
By _________________________ Date _________________________
Its _________________________
Exhibit B to
6-1162-CPJ-311
Page 8
To: Midway Airlines Corporation
Subject: Letter Agreement No. 6-1162-CPJ-311 to Purchase Agreement No. 2235
Airframe Maintenance Cost Protection Program
Reported herein are certain data required under paragraph 4.2.1 of the reference
Letter Agreement.
Reporting Period No. _____
Beginning date _________ ending date _________
Costs as reported by Customer /in foreign currency/:
--------------------------------------------------------------------------------
Actual Direct Direct Subcontracted
Maintenance Costs Labor Material Maintenance
--------------------------------------------------------------------------------
Scheduled
Maintenance
--------------------------------------------------------------------------------
Non-Scheduled
Maintenance
--------------------------------------------------------------------------------
Repair &
Overhaul
--------------------------------------------------------------------------------
Modifications
--------------------------------------------------------------------------------
Customer's costs with adjusted Subcontracted Maintenance (per Attachment A of
the reference Letter Agreement) /in U.S. dollars/.
--------------------------------------------------------------------------------
Actual Direct Direct Subcontracted Subcontracted
Maintenance Costs Labor Material Labor Material
--------------------------------------------------------------------------------
Scheduled
Maintenance
--------------------------------------------------------------------------------
Non-Scheduled Maintenance
--------------------------------------------------------------------------------
Repair &
Overhaul
--------------------------------------------------------------------------------
Modifications
--------------------------------------------------------------------------------
Total
--------------------------------------------------------------------------------
Exhibit B to
6-1162-CPJ-311
Page 9
Actual Costs and Target Costs (per Attachment A of the reference Letter
Agreement) /in U.S. dollars/.
--------------------------------------------------------------------------------
Reporting Reporting Reporting Reporting Reporting
Period 1 Period 2 Period 3 Period 4 Period 5
--------------------------------------------------------------------------------
Year dollars
--------------------------------------------------------------------------------
Actual Labor
--------------------------------------------------------------------------------
Actual Material
--------------------------------------------------------------------------------
Actual Maintenance
Cost
--------------------------------------------------------------------------------
Fleet Hours
--------------------------------------------------------------------------------
Cumulative Actual
Maintenance Cost
--------------------------------------------------------------------------------
Number of Covered
Aircraft
--------------------------------------------------------------------------------
Currency Exchange
factor
--------------------------------------------------------------------------------
Per man-hour Labor
Rate
--------------------------------------------------------------------------------
Material Inflation
factor
--------------------------------------------------------------------------------
Average Flight Time
--------------------------------------------------------------------------------
Target Labor Cost
--------------------------------------------------------------------------------
Target Material Cost
--------------------------------------------------------------------------------
Target Maintenance
Cost
--------------------------------------------------------------------------------
Cumulative Target
Maintenance Cost
--------------------------------------------------------------------------------
As of this Reporting Period, the Program is in compliance:
Yes |_| No |_|
Very truly yours,
THE BOEING COMPANY
Reported by _________________________
Its _________________________
Date _________________________
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: Aircraft Performance Guarantees
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (the Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
Boeing agrees to provide Customer with the performance guarantees in the
Attachment. These guarantees are exclusive and expire upon delivery of the
Aircraft to Customer.
Customer agrees not to disclose this Letter Agreement, attachments, or any other
information related to this Letter Agreement without prior written consent by
Boeing, unless required by law.
Very truly yours,
THE BOEING COMPANY
By
--------------------------------
Its Attorney-In-Fact
-------------------------------
ACCEPTED AND AGREED TO this
Date: , 1999
Midway Airlines Corporation
Midway Airlines Corporation
6-1162-CPJ-312 Page 2
By__________________________
Its__________________________
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: [REDACTED]
----------
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
[REDACTED]
Midway Airlines Corporation
6-1162-CPJ-313 Page 2
3. Confidential Treatment.
-----------------------
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer 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 unless required by law.
Very truly yours,
THE BOEING COMPANY
By
-------------------------------
Its Attorney-In-Fact
-----------------------------
ACCEPTED AND AGREED TO this
Date:____________________________, 1999
Midway Airlines Corporation
By_________________________________
Its________________________________
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: Assignment Rights
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
1. [REDACTED]
----------
2. Confidential Treatment.
-----------------------
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer 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 to potential Assignees that would qualify
under paragraph 1.1 or unless required by law.
Very truly yours,
THE BOEING COMPANY
By
-----------------------------------
Its Attorney-In-Fact
-----------------------------------
Midway Airlines Corporation
6-1162-CPJ-314 Page 2
ACCEPTED AND AGREED TO this
Date:_______________________________ , 1999
Midway Airlines Corporation
By___________________________________
Its__________________________________
ATTACHMENT A TO 6-1162-CPJ-314
[REDACTED]
----------
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: Miscellaneous Matters
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.
1. [REDACTED]
----------
2. [REDACTED]
----------
3. [REDACTED]
----------
4. Confidential Treatment.
-----------------------
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer 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 required by law or by Customer's advisors
who will also be bound by the confidentiality agreement.
Very truly yours,
THE BOEING COMPANY
By
-------------------------------------
Its Attorney-In-Fact
-----------------------------------
Midway Airlines Corporation
6-1162-CPJ-315 Page 2
ACCEPTED AND AGREED TO this
Date:_______________________________ , 1999
Midway Airlines Corporation
By__________________________________
Its ________________________________
▇-▇▇▇▇-▇▇▇-▇▇▇
▇▇▇▇▇▇ Airlines Corporation
▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇▇
▇▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Subject: Special Matters
Reference: Purchase Agreement No. 2235 (the Purchase Agreement) between The
Boeing Company (Boeing) and Midway Airlines Corporation
(Customer) relating to Model 737-7BX aircraft (Aircraft)
This Letter Agreement amends, supplements, and is part of the Purchase
Agreement. All terms used but not defined in this Letter Agreement have the
same meaning as in the Purchase Agreement. [REDACTED]
1. [REDACTED]
----------
2. [REDACTED]
----------
3. [REDACTED]
----------
4. [REDACTED]
----------
5. [REDACTED]
----------
6. [REDACTED]
----------
7. [REDACTED]
----------
8. [REDACTED]
----------
Midway Airlines Corporation
6-1162-CPJ-316 Page 2
9. [REDACTED]
----------
10. [REDACTED]
----------
11. [REDACTED]
----------
12. [REDACTED]
----------
13. Confidential Treatment.
-----------------------
Customer understands that certain commercial and financial information
contained in this Letter Agreement are considered by Boeing as confidential.
Customer 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 unless required by law.
Very truly yours,
THE BOEING COMPANY
By
------------------------------
Its Attorney-In-Fact
------------------------------
ACCEPTED AND AGREED TO this
Date:_______________________________ , 1999
Midway Airlines Corporation
By _____________________________________
Its ____________________________________