Exhibit
10.1


 


***
Indicates CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.


 


PURCHASE AGREEMENT


 


between


 


THE BOEING
COMPANY


 


 


and


 


 


NORTHWEST
AIRLINES, INC.


 


 


 


Relating to Boeing Model 787-8
Aircraft


 


Purchase Agreement Number 2924


 





















 


PA 2924


Northwest Airlines, Inc.


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ARTICLES

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Subject Matter of Sale

  	
   

  
	
   

  	
   

  	
   

  
	
  2.

  	
  Delivery, Title and Risk of Loss

  	
   

  
	
   

  	
   

  	
   

  
	
  3.

  	
  Price of Aircraft

  	
   

  
	
   

  	
   

  	
   

  
	
  4.

  	
  Taxes

  	
   

  
	
   

  	
   

  	
   

  
	
  5.

  	
  Payment

  	
   

  
	
   

  	
   

  	
   

  
	
  6.

  	
  Excusable
  Delay

  	
   

  
	
   

  	
   

  	
   

  
	
  7.

  	
  Changes to the Detail Specification

  	
   

  
	
   

  	
   

  	
   

  
	
  8.

  	
  Federal Aviation Requirements and Certificates and Export License

  	
   

  
	
   

  	
   

  	
   

  
	
  9.

  	
  Representatives, Inspection, Flights and Test Data

  	
   

  
	
   

  	
   

  	
   

  
	
  10.

  	
  Assignment, Resale or Lease

  	
   

  
	
   

  	
   

  	
   

  
	
  11.

  	
  Termination for Certain Events

  	
   

  
	
   

  	
   

  	
   

  
	
  12.

  	
  Product Assurance; Disclaimer and Release;
  Exclusion of Liabilities; Customer Support; Indemnification and Insurance

  	
   

  
	
   

  	
   

  	
   

  
	
  13.

  	
  Buyer Furnished Equipment
  and Spare Parts

  	
   

  
	
   

  	
   

  	
   

  
	
  14.

  	
  Contractual Notices and Requests

  	
   

  
	
   

  	
   

  	
   

  
	
  15.

  	
  Miscellaneous

  	
   

  



 


ii





















 


PA 2924


Northwest Airlines, Inc.


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  SA

  NUMBER

  
	
   

  	
   

  	
   

  
	
  TABLES

  	
   

  
	
   

  	
   

  	
   

  
	
  1.

  	
  Aircraft Deliveries and Pricing
  Descriptions

  	
   

  
	
   

  	
   

  	
   

  
	
  EXHIBITS

  	
   

  
	
   

  	
   

  	
   

  
	
  A

  	
  Aircraft Configuration

  	
   

  
	
   

  	
   

  	
   

  
	
  B

  	
  Product Assurance Document

  	
   

  
	
   

  	
   

  	
   

  
	
  C

  	
  Customer Support
  Document

  	
   

  
	
   

  	
   

  	
   

  
	
  D

  	
  Price Adjustments Due to Economic Fluctuations
  - Airframe and Engines

  	
   

  
	
   

  	
   

  	
   

  
	
  E

  	
  Buyer Furnished Equipment Provisions
  Document

  	
   

  
	
   

  	
   

  	
   

  
	
  F

  	
  Aircraft Delivery Requirements and Responsibilities

  	
   

  
				



 


iii





















 


PA 2924


Northwest Airlines, Inc.


 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  SA

  NUMBER

  
	
   

  	
   

  	
   

  
	
  LETTER AGREEMENTS

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-971

  	
  Aircraft Performance Guarantees

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-972

  	
  Substitution Aircraft Performance Guarantees

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-973

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-974

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-975

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-976-1

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-976-2

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-977-1

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-977-2

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-980

  	
  Spares Initial Provisioning

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-981

  	
  Spares Matters

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-982

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-983

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-984

  	
  Open Configuration Matters

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-987

  	
  *** —Terms

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-990

  	
  Maintenance Cost Guarantee

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1010

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1011

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1035

  	
  Model 787 Flight Test Certification Program

  	
   

  
				



 


iv





















 


PA 2924


Northwest Airlines, Inc.


 


	
  6-1162-SKC-1039

  	
  Advance Payment Matters

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1040

  	
  Special Matters

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1042

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1043

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1057

  	
  Miscellaneous Matters

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1058

  	
  787 Special Entry-into-Service Customer Support

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1065

  	
  Aircraft Model Substitution

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1087

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1150

  	
  787 Training

  	
   

  
	
   

  	
   

  	
   

  
	
  6-1162-SKC-1151

  	
  ***

  	
   

  



 


v





















 


PURCHASE
AGREEMENT NO. 2924


 


 


Relating to


 


 


BOEING
MODEL 787 AIRCRAFT


 


This Purchase Agreement is entered into as of
the 5th day of May, 2005 by and between The Boeing Company, a Delaware
corporation, with offices in Seattle, Washington (Boeing), and Northwest
Airlines, Inc., a Minnesota corporation, with its principal office in
Eagan, Minnesota (Buyer).


 


Accordingly, Boeing and Buyer agree as follows:


 


	
  P.A. 2924

  	
   

  	
  Page 1

  
	
  BOEING PROPRIETARY

  



 





















 


ARTICLE 1.           Subject
Matter of Sale.


 


1.1                                 The Aircraft.  Boeing will manufacture and deliver to Buyer
and Buyer will purchase and accept delivery from Boeing of 787 model aircraft
in the quantities listed in Table 1 to this Purchase Agreement (the Aircraft),
manufactured in accordance with Boeing detail specification as described in Exhibit A,
as modified from time to time in accordance with this Purchase Agreement (Detail
Specification).


 


1.2                                 Additional Goods
and Services.  In connection with the
sale of the Aircraft, Boeing will also provide to Buyer certain other things
under this Purchase Agreement, including data, documents, training and
services, all as described in this Purchase Agreement.


 


1.3                                 Performance
Guarantees.  Any performance and
other guarantees applicable to the Aircraft will be expressly included in this
Purchase Agreement.


 


ARTICLE 2.           Delivery,
Title and Risk of Loss.


 


2.1                                 Time of Delivery.  The Aircraft will be delivered to Buyer by
Boeing, and Buyer will accept delivery of the Aircraft, in accordance with the schedule set
forth in Table 1.


 


2.2                                 Notice of Target
Delivery Date.  Boeing will give
Buyer notice of the target delivery week of the Aircraft approximately 60 days
prior to the scheduled month of delivery.


 


2.3                                 Notice of Delivery
Date.  Boeing will give Buyer at
least 14 days notice of the delivery date of the Aircraft.  If an Aircraft delivery is delayed beyond
such delivery date due to the responsibility of Buyer, Buyer will reimburse
Boeing for all reasonable costs incurred by Boeing as a result of such delay,
including reasonable amounts for storage, insurance, Taxes, preservation or
protection of the Aircraft and interest on payments due (at the same rate as
applied to advance payment deferrals described elsewhere herein).


 


2.4                                 Place of Delivery.  The Aircraft will be delivered at a facility
selected by Boeing in the State of Washington, unless mutually agreed
otherwise.


 


2.5                                 Title and Risk of
Loss.  Title to and risk of loss of
an Aircraft will pass from Boeing to Buyer upon delivery of such Aircraft, but
not prior thereto.


 


2.6                                 Bill of Sale.  Upon delivery of an Aircraft Boeing will
deliver to Buyer a bill of sale conveying good title to such Aircraft, free of
any liens, claims, charges, and encumbrances except for Buyer Furnished
Equipment and except for certain commercial software which is subject to end
user license agreements (EULA Software), and such other appropriate documents
of title as Buyer may reasonably require.


 


	
  P.A. 2924

  	
   

  	
  Page 2

  
	
  BOEING
  PROPRIETARY

  



 





















 


ARTICLE 3.           Price
of Aircraft.


 


3.1                                 Definitions.


 


3.1.1                        Optional Features are the
features to be incorporated in Exhibit A as selected by Buyer.


 


3.1.2                        Airframe Price is the price in July $2004
identified as the Airframe Price on Table 1 to this Purchase Agreement.


 


3.1.3                        Engine Price is the price
specified in Table 1 to this Purchase Agreement and includes an aggregate price
for the engine model selected by Buyer and all accessories, equipment and parts
provided by the engine manufacturer (Engines) installed on the Aircraft.


 


3.1.4                        Aircraft Basic Price is
comprised of the Airframe Price, the Engine Price and the price of the Optional
Features.


 


3.1.5                        Economic Price Adjustment is
the adjustment to the Aircraft Basic Price as calculated pursuant to Exhibit D.


 


3.1.6                        Aircraft Price is the total
amount Buyer is to pay for the Aircraft at the time of delivery.


 


3.2                                 Aircraft Basic
Price.


 


The Aircraft Basic Price, expressed in July 2004
dollars, is set forth in Table 1.


 


3.3                                 Aircraft Price.  The Aircraft Price will be established at the
time of delivery of such Aircraft to Buyer and will be the sum of:


 


3.3.1                        the Aircraft Basic Price, as
determined in accordance with this Article; plus


 


3.3.2                        the Economic Price Adjustments
for the Aircraft Basic Price, as calculated pursuant to the formulas set forth
in Exhibit D (Price Adjustment Due to Economic Fluctuations - Airframe and
Engine); plus


 


3.3.3                        other price adjustments made
pursuant to this Purchase Agreement or other written agreements executed by
Boeing and Buyer.


 


	
  P.A. 2924

  	
   

  	
  Page 3

  
	
  BOEING
  PROPRIETARY

  



 





















 


3.4                                 Advance Payment
Base Price.


 


For advance payment purposes, the estimated
delivery prices of the Aircraft have been established, using currently
available forecasts of the escalation factors used by Boeing as of the date of
signing this Purchase Agreement.  The
Advance Payment Base Price of each Aircraft is set forth in Table 1.


 


ARTICLE 4.           Taxes.


 


4.1                       Taxes.  Except as provided in Section 4.4 Buyer
will pay all taxes imposed lawfully by any domestic or foreign taxing authority
arising out of or in connection with the performance of this Purchase
Agreement; provided, however, Buyer shall not be responsible for any Taxes
which are incurred as a result of Boeing’s gross negligence or willful
misconduct.  In this agreement “taxes”
are defined as all taxes, fees, charges or duties and any interest, penalties,
fines, or other additions to tax, including, but not limited to, sales, use,
value added (which are in the nature of a sales tax), gross receipts, stamp,
excise, transfer and similar taxes.


 


4.2                       Taxes Relating to Buyer
Furnished Equipment.  Buyer is
responsible for the proper filing of all applicable tax returns, reports and
declarations and payment of all taxes related to or imposed on Buyer Furnished
Equipment.


 


4.3                       Reimbursement of Boeing.  Buyer will promptly reimburse Boeing on
demand, net of additional taxes thereon, for any Taxes for which Buyer is
responsible pursuant to this Article 4 and that are imposed on and paid by
Boeing or which Boeing is responsible for collecting.


 


4.4                       Exclusions.  Excluded from the coverage of this Article 4
are any and all foreign, federal, state or local taxes on or based on or
measured by Boeing’s net or gross income (other than sales taxes imposed on the
receipts from this transaction), or any franchise, capital stock, net or gross
receipts (other than sales taxes imposed on the receipts of this transaction)
or other “doing business” taxes, which may be imposed by any taxing
jurisdiction (including but not limited to Washington State business and
occupation taxes except those relating to Buyer Furnished Equipment) and any
taxes imposed prior to and unrelated to delivery of the Aircraft, and Buyer
shall not be liable for any such taxes.


 


4.5                       Tax Minimization.  Boeing and Buyer agree to cooperate in
closing the sale of any aircraft or other thing furnished under this Purchase
Agreement in a jurisdiction that will render the purchase and sale transaction
free of all Taxes whatsoever to the Buyer or additional taxes to Boeing.  Therefore, closing with funds and documents
held in escrow may be a requirement of the Buyer until the property is
positioned, at Buyer’s expense, in a tax exempt location.  Boeing and Buyer further agree that each
shall provide to the other such documents and certificates as they may
reasonably request in connection with any claims for exemption from the payment
of Taxes.


 


4.6                       Contests.  If a claim is made against Boeing for any
Taxes for which Buyer is responsible pursuant to this Article 4, Boeing
shall promptly notify Buyer in writing at the following address:


 


	
  P.A. 2924

  	
   

  	
  Page 4

  
	
  BOEING
  PROPRIETARY

  



 





















 


Northwest Airlines, Inc.

Dept. A4450

5101 Northwest Drive

St. Paul, Minnesota 55111-3034

Attention: Senior Tax Counsel


 


If under the applicable law of the taxing jurisdiction Buyer is allowed
to contest directly such tax in its own name, then Buyer shall be entitled, at
its own expense and in its own name, to contest the imposition, validity,
applicability, or amount of such tax and, to the extent permitted by law,
withold payment during pendancy of such contest.  If Buyer is not permitted by law to contest
such tax in its own name, upon Buyer’s request, Boeing shall in good faith and
using best efforts, at Buyer’s expense, contest the imposition, validity,
applicability, or amount of such tax. 
Boeing shall in good faith and using best efforts:  (a) supply Buyer with such information
and documents reasonably requested by Buyer as are necessary or advisable for
Buyer to:  (i) recover or seek
refund of any sales or use tax paid by Buyer as a result of this Purchase
Agreement, or (ii) control or participate in any proceeding to the extent
permitted herein, and (b) reasonably assist Buyer with evidentiary and
procedural development of any such proceeding or contest.


 


ARTICLE 5.           Payment.


 


5.1                       Advance Payment Schedule.  Advance payment for each Aircraft will be
made to Boeing by Buyer as follows:


 


	
  Due Date
  of Payment

  	
   

  	
  Amount Due per Aircraft

  	
   

  
	
   

  	
   

  	
  (Percentage times

  Advance Payment Base Price)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Upon signing the Purchase Agreement

  	
   

  	
  1

  	
  % (less the Deposit)

  
	
   

  	
   

  	
   

  	
   

  
	
  24 months
  prior to the first day of the scheduled delivery month of the Aircraft

  	
   

  	
  4

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  21 months
  prior to the first day of the scheduled delivery month of the Aircraft

  	
   

  	
  5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  18 months
  prior to the first day of the scheduled delivery month of the Aircraft

  	
   

  	
  5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  12 months
  prior to the first day of the scheduled delivery month of the Aircraft

  	
   

  	
  5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  9 months
  prior to the first day of the scheduled delivery month of the Aircraft

  	
   

  	
  5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  6 months
  prior to the first day of the scheduled delivery month of the Aircraft

  	
   

  	
  5

  	
  %

  
	
   

  	
   

  	
   

  	
   

  
	
  Total             

  	
   

  	
  30

  	
  %

  



 


 


	
  P.A. 2924

  	
   

  	
  Page 5

  
	
  BOEING
  PROPRIETARY

  



 





















 


5.2                                 Payment at Delivery.  The Aircraft Price, less Advance Payments
received by Boeing, is due on delivery of such Aircraft to Buyer.


 


5.3                                 Form of
Payments.  All payments due hereunder
will be made by unconditional deposit in a bank account in the United States
designated by the party to whom payment is to be made or in other immediately
available funds.  All prices and payments
set forth in this Purchase Agreement are in United States Dollars.


 


5.4                                 Monetary and
Government Regulations.  As may be
required, Buyer will be responsible for complying with all monetary control
regulations and for obtaining necessary governmental authorizations related to
payments hereunder.


 


ARTICLE 6.           Excusable
Delay.


 


6.1                                 General.  Boeing will not be liable for or be deemed to
be in default under this Purchase Agreement on account of any delay in delivery
of any Aircraft or other performance hereunder due to any of the following
causes:  acts of God; war, armed
hostilities, riots, fires, floods, earthquakes or serious accidents;
governmental acts or failures to act affecting materials, facilities or
Aircraft; strikes or labor troubles causing cessation, slowdown or interruption
of work; failure of or delay in transportation; or inability, after due and
timely diligence, to procure materials, systems, accessories, equipment or
parts; or inability, after due and timely diligence, to obtain type
certification; or arising out of any other cause to the extent it is beyond
Boeing’s control and not occasioned by Boeing’s fault or negligence.  A delay resulting from such causes is
referred to as an “Excusable Delay”.


 


6.2                                 Excusable Delay of
12 Months.


 


6.2.1                        Anticipated Delay.  If Boeing concludes, based on its appraisal
of the facts and normal scheduling procedures, that due to an Excusable Delay,
delivery of an Aircraft will be delayed more than 12 months beyond the month in
which delivery is scheduled, Boeing will promptly so notify Buyer in writing
and either party may then terminate this Purchase Agreement with respect to
such Aircraft by giving written notice to the other within 30 days after
receipt by Buyer of Boeing’s notice.  Failure
of a party to terminate the purchase of an


 


	
  P.A. 2924

  	
   

  	
  Page 6

  
	
  BOEING
  PROPRIETARY

  



 





















 


Aircraft for an Excusable Delay pursuant to this paragraph results in a
waiver of that party’s right to terminate the purchase of such Aircraft for any
delay in delivery caused by such Excusable Delay.


 


6.2.2                        Actual Delay.  If, due to an Excusable Delay, delivery of an
Aircraft is delayed for more than 12 months beyond the month in which delivery
is scheduled, and such right to terminate has not been waived under
paragraph 6.2.1, either party may terminate this Purchase Agreement with
respect to such Aircraft by giving written notice to the other within 15 days
after the expiration of such 12-month period.


 


6.3                                 Aircraft Damaged
Beyond Repair.  If, prior to
delivery, an Aircraft is destroyed or damaged beyond economic repair due to any
cause, Boeing will notify Buyer in writing within thirty (30) days of the
occurrence of such destruction or damage (Damage Notice).  Such notice will specify the earliest date
reasonably possible, consistent with Boeing’s other contractual commitments and
production capabilities, by which Boeing will deliver a replacement for such
Aircraft.  Buyer shall have thirty (30)
days from its receipt of the Damage Notice to notify Boeing that Buyer desires
Boeing to manufacture and delivery to Buyer a replacement for such Aircraft.  If Buyer does not give timely notice to
Boeing, Boeing may terminate this Purchase Agreement with respect to the
Aircraft.  If Buyer gives timely notice
to Boeing, Boeing will manufacture and deliver to Buyer at the earliest date
reasonably possible, consistent with Boeing’s other contractual commitments and
production capabilities, an aircraft to replace the Aircraft lost, destroyed,
or damaged beyond repair, and the parties will execute an amendment to this
Purchase Agreement to evidence the delivery date for such replacement aircraft;
provided, however, that Boeing shall not be obligated to manufacture and
deliver such replacement aircraft if it would require re-activation of a
production line to do so.  The terms and
conditions of this Purchase Agreement applicable to the Aircraft lost,
destroyed or damaged beyond economic repair shall apply to the replacement
aircraft.


 


6.4                                 Purchase Agreement
Termination.


 


6.4.1                        Termination under this Article will
discharge all obligations and liabilities of Boeing and Buyer hereunder with
respect to terminated Aircraft and all related undelivered items and services,
except that Boeing will return to Buyer, without interest, all advance payments
related to such Aircraft.


 


6.4.2                        If either party terminates this
Purchase Agreement as to any Aircraft pursuant to this Article, Boeing may,
upon written notice to Buyer within 30 days after such termination, purchase
from Buyer any Buyer Furnished Equipment related to such Aircraft, at the
invoice prices paid, or contracted to be paid, by Buyer, plus reasonable taxes
and transportation charges paid, or contracted to be paid by Buyer.


 


6.5                                 Effect on
Escalation.  Notwithstanding the
occurrence of an Excusable Delay, the Aircraft Price will not be adjusted
pursuant to paragraph 3.3.2 for any period beyond the original scheduled
delivery month of the related Aircraft.


 


	
  P.A. 2924

  	
   

  	
  Page 7

  
	
  BOEING
  PROPRIETARY

  



 





















 


6.6              Exclusive Rights.  The termination rights set forth in this Article are
in substitution for any and all other rights of termination or contract lapse
or any other claim arising by operation of law by virtue of an Excusable Delay.


 


ARTICLE 7.           Changes
to the Detail Specification.


 


7.1                                 Development Changes.  Boeing may, at its own expense and without
Buyer’s consent, incorporate Development Changes in the Detail Specification
and the Aircraft prior to delivery to Buyer. 
Development Changes are defined as changes to the Aircraft necessary to
correct defects, improve the Aircraft, prevent delay, or ensure compliance with
this Purchase Agreement that do not affect the Aircraft Price or scheduled
delivery month, and do not adversely affect guaranteed weight, guaranteed
performance or compliance with the interchangeability or replaceability
requirements set forth in the Detail Specification.  If Boeing makes changes pursuant to this
paragraph, Boeing will promptly notify Buyer of such changes.


 


7.2                                 Change Orders.  The Detail Specification and associated
provisions of this Purchase Agreement may be amended by change order or other
written agreement, which will state the particular changes to be made and any
effect on design, performance, weight, balance, time of delivery, Aircraft
Basic Price and Advance Payment Base Price.


 


ARTICLE 8.           Federal
Aviation Requirements and Certificates.


 


8.1                                 FAA Certificates.


 


8.1.1                        Boeing will obtain from the
Federal Aviation Administration (FAA):


 


8.1.1.1               a Type Certificate
(transport category) issued pursuant to Part 21 of the Federal Aviation
Regulations for the type of aircraft covered by this Purchase Agreement, and


 


8.1.1.2               a Standard
Airworthiness Certificate for each Aircraft issued pursuant to Part 21 of
the Federal Aviation Regulations, which will be provided to Buyer with delivery
of the Aircraft.


 


8.1.2                        Boeing will not be obligated to
obtain any other certificates or approvals for the Aircraft.


 


8.1.3                        If the use of either FAA
certificate is discontinued prior to delivery of an Aircraft, references in
this Purchase Agreement to such discontinued certificate will be deemed
references to its superseding FAA certificate. 
If the FAA does not issue a superseding certificate, Boeing’s only
obligation under this paragraph will be to comply with the Detail Specification
and the performance guarantees applicable to the Aircraft.


 


	
  P.A. 2924

  	
   

  	
  Page 8

  
	
  BOEING
  PROPRIETARY

  



 





















 


8.2                                 FAA Manufacturer
Changes.


 


8.2.1                        If the FAA, or any other
governmental agency having jurisdiction, requires any change to the Aircraft,
data relating to the Aircraft, or testing of the Aircraft in order to obtain
the Standard Airworthiness Certificate (Manufacturer Change), such Manufacturer
Change will be made prior to delivery of such Aircraft.


 


8.2.2                        Boeing will bear the cost of
incorporating all Manufacturer Changes into the Aircraft resulting from
requirements issued by the FAA prior to the date of the type certificate for
the 787 model aircraft.


 


8.3                                 FAA Operator
Changes.


 


8.3.1                        Boeing will deliver each
Aircraft with the changes in equipment incorporated (or, at Boeing’s sole
discretion, with suitable provisions for the incorporation of such equipment)
that is required by Federal Aviation Regulations which (i) are generally
applicable with respect to transport category aircraft to be used in United
States certified air carriage and (ii) have to be complied with on or
before the date of delivery of such Aircraft (Operator Changes).


 


8.3.2                        If Operator Changes are
incorporated in an Aircraft, Buyer will pay Boeing’s charges applicable to such
Aircraft.


 


8.4                                 Delays; Changes to
this Purchase Agreement.  If delivery
of an Aircraft is delayed due to the incorporation of a Manufacturer Change or
an Operator Change, such delay shall be an Excusable Delay.  This Purchase Agreement will also be revised
to reflect appropriate changes in the Aircraft Price, design, performance,
weight and balance due to the incorporation of a Manufacturer Change or an
Operator Change.


 


ARTICLE 9.           Representatives,
Inspection, Flights, and Test Data.


 


9.1                                 Inspection by Buyer.  Eight (8) months prior to implementation
of Customer’s first Aircraft, Boeing will provide Customer an alternative
Boeing document defining a customer inspection process appropriate to the 787
manufacturing process (787 Inspection Process). 
The 787 Inspection Process will supersede Boeing Process Instruction
2490, dated October 28, 2003, “Customer Review Process,” utilized on Buyer’s
previous purchased aircraft.


 


9.2                                 Aircraft Flight.  Prior to delivery, each Aircraft will be
flown by Boeing for such periods as may be required to demonstrate to Buyer the
function of the Aircraft and its equipment in accordance with Boeing’s production
flight test procedures.  The aggregate
duration of such flights will be not less than one and one-half (1-1/2) hours
or more than four (4) hours.  Five (5) persons
designated by Buyer may participate in such flights as observers.


 


	
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9.3                                 Test Data.  Boeing will furnish to Buyer, as soon as
practicable, flight test data obtained on an aircraft of the type purchased
hereunder, certified as correct by Boeing, to evidence compliance with any
performance guarantees set forth in this Purchase Agreement.  Except as otherwise provided in this Purchase
Agreement, any performance guarantee will be deemed to be met if reasonable
engineering interpretations and calculations based on such flight test data
establish that the Aircraft would, if actually flown, comply with such
guarantee.


 


9.4                                 Special Aircraft
Test Requirements.  Boeing may use
the Aircraft for flight and ground tests prior to delivery to Buyer, without
reduction in the Aircraft Price, if such tests are deemed necessary by Boeing
to:


 


9.4.1                        obtain or maintain the Type
Certificate or Standard Airworthiness Certificate for the Aircraft; or


 


9.4.2                        evaluate
aircraft improvement changes that may be offered for production or retrofit
incorporation in any aircraft.  All such
flight or ground testing shall not exceed in the aggregate either twenty (20)
flight hours or ten (10) flight cycles per any single Aircraft without
Buyer’s prior agreement.  Aircraft used
for such flight or ground testing will have the same warranty terms and
conditions at the time of delivery as Aircraft not utilized for flight or
ground testing, and each such Aircraft shall be deemed not to have incurred any
such testing flight hours or flight cycles for purposes of such terms and
conditions.


 


9.5                                 Indemnity.  Boeing will indemnify and hold harmless Buyer
and Buyer’s observers from and against all claims and liabilities, including
costs and expenses (including attorneys’ fees) incident thereto or incident to
successfully establishing the right to indemnification, for injury to or death
of any person or persons, including employees of Boeing but excluding
employees, officers or agents of Buyer, or for loss of or damage to any
property, arising out of or in connection with the operation of the Aircraft
during all demonstration and test flights conducted under the provisions of
this Article, whether or not arising in tort or occasioned in whole or in part
by the negligence of Buyer or any of Buyer’s observers, whether active, passive
or imputed.


 


ARTICLE 10.         Assignment,
Resale or Lease.


 


10.1                           Assignment.  This Purchase Agreement will inure to the
benefit of and be binding upon each of the parties hereto and their respective
successors and assigns.  Neither the
rights nor the duties of either party under this Purchase Agreement may be
assigned or delegated, or contracted to be assigned or delegated, in whole or
part, without the prior written consent of the other party, except that:


 


10.1.1                  Provided that all EULA Software is
transferred, either party may assign its interest to a corporation that (i) results
from any merger, reorganization, or acquisition of such party or (ii) acquires
substantially all the assets of such party;


 


	
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10.1.2                  Boeing may assign its rights to
receive money; and


 


10.1.3                  Boeing may assign all or any part of
its rights and obligations under this Purchase Agreement to any wholly owned
subsidiary of Boeing, provided that Boeing will remain fully and solely
responsible to Buyer for all obligations and liabilities as the seller of the
Aircraft, and Buyer will continue to deal exclusively with Boeing.


 


10.2                           Transfer by Buyer at
Delivery.  Buyer may, and at Buyer’s
request Boeing will, take any action reasonably required for the purpose of
causing an Aircraft, at time of delivery, to be subjected to an equipment
trust, conditional sale, lien or other arrangement for the financing by Buyer
of such Aircraft.  No action taken by
either party pursuant to this paragraph, however, will require Boeing to divest
itself of title to or possession of such Aircraft until delivery and payment
therefor pursuant to this Purchase Agreement.


 


10.3                           Sale or Lease by Buyer
After Delivery.  If, following
delivery of any Aircraft, Buyer sells or leases such Aircraft (including any
sale and lease-back for financing purposes), then, at Buyer’s election, all of
Buyer’s rights with respect to such Aircraft under this Purchase Agreement will
inure to the benefit of the purchaser or lessee effective upon Boeing’s receipt
of such purchaser’s or lessee’s express written agreement, in form satisfactory
to Boeing, to be bound by and to comply with all applicable terms, conditions
and limitations of this Purchase Agreement, as applicable to such Aircraft.


 


10.4                           No Increase in Boeing
Liability.  No action taken by Buyer
or Boeing relating to the assignment, resale or lease of any Aircraft or this
Purchase Agreement will subject Boeing to any liability beyond that in this
Purchase Agreement or modify in any way Boeing’s obligations under this
Purchase Agreement.


 


10.5                           Exculpatory or Indemnity
Clause in Post-Delivery Sale or Lease. 
If, following delivery of an Aircraft, Buyer sells or leases such Aircraft
and obtains from the transferee an exculpatory or indemnity clause protecting
Buyer, Buyer will make reasonable efforts to request the same protection for
Boeing.


 


ARTICLE 11.         Termination
for Certain Events.


 


11.1                           Termination.  This Purchase Agreement may be terminated at
any time with regard to undelivered Aircraft and items and unperformed services
by notice in writing by either party hereto if the other party:


 


11.1.1                  Ceases doing business as a going
concern, suspends all or substantially all its business operations (other than
in connection with a strike or other labor action), makes an assignment for the
benefit of creditors, is insolvent, or generally does not pay its debts, or
admits in writing its inability to pay its debts; or


 


	
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11.1.2                  Petitions for or acquiesces in the
appointment of any receiver, trustee or similar officer to liquidate or
conserve its business or any substantial part of its assets; commences any
legal proceeding such as insolvency, bankruptcy, reorganization, readjustment
of debt, dissolution or liquidation available for the relief of financially
distressed debtors; or becomes the object of any such proceeding, unless such
proceeding is dismissed or stayed within 60 days.


 


11.2                           Repayment of Advance
Payments.  If this Purchase Agreement
is terminated with regard to any Aircraft by Buyer under this Article, Boeing
will repay to Buyer, without interest, any advance payments received by Boeing
from Buyer with respect to such Aircraft.


 


ARTICLE 12.         Product
Assurance; Disclaimer and Release; Exclusion of Liabilities; Customer Support;
Indemnification and Insurance.


 


12.1                           Product Assurance.  Boeing and Buyer are bound by the provisions
of Exhibit B hereto (Product Assurance Document).


 


12.2                           DISCLAIMER AND RELEASE.  EXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN
THIS PURCHASE AGREEMENT, THE WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING
AND THE REMEDIES OF BUYER SET FORTH IN THE PRODUCT ASSURANCE DOCUMENT ARE
EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY WAIVES, RELEASES AND
RENOUNCES, ALL OTHER WARRANTIES, OBLIGATIONS AND LIABILITIES OF BOEING AND ALL
OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST BOEING, EXPRESS OR IMPLIED,
ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN
ANY AIRCRAFT OR OTHER THING PROVIDED UNDER THIS PURCHASE AGREEMENT, INCLUDING,
BUT NOT LIMITED TO:


 


(A)                              ANY IMPLIED WARRANTY OF
MERCHANTABILITY OR FITNESS;


 


(B)                                ANY
IMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE
OF TRADE;


 


(C)                                ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING
FROM THE NEGLIGENCE OF BOEING (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND


 


(D)                               ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANY
AIRCRAFT.


 


	
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12.3                           EXCLUSION OF
CONSEQUENTIAL AND OTHER DAMAGES. 
BOEING WILL HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT
(INCLUDING WARRANTY), TORT (INCLUDING ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE) OR
OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY OTHER INCIDENTAL OR
CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR DEFECT IN ANY
AIRCRAFT OR OTHER THING PROVIDED UNDER THIS PURCHASE AGREEMENT.


 


12.4                           Contribution toward Third Party Claims.  Claims by Buyer against Boeing for contribution
toward third-party bodily injury or property damage claims, to the extent of
Boeing’s relative percentage of the total fault or other legal responsibility
for such bodily injuries or property damage, are excepted from the terms of
this Article 12.


 


12.5                           Definitions.  For the purposes of this Article, the term “BOEING”
means The Boeing Company, its divisions, subsidiaries and affiliates, the
assignees of each, and their directors, officers, employees and agents.


 


12.6                           Customer Support and
Indemnification; Insurance.  Boeing
and Buyer are bound by the provisions of Exhibit C hereto (Customer
Support Document), which includes indemnification and insurance requirements
related to the use of Customer Support Services.


 


ARTICLE 13.         Buyer
Furnished Equipment and Spare Parts.


 


13.1                           Buyer Furnished Equipment.  Boeing and Buyer are bound by the provisions
of Exhibit E (Buyer Furnished Equipment Document), which includes
indemnification requirements related to Buyer Furnished Equipment.


 


13.2                           Purchase of Boeing Spare
Parts.  Boeing will sell to Buyer and
Buyer will purchase from Boeing materials, spare parts, assemblies, tools and
items of equipment relating to the Aircraft pursuant to Customer Services
General Terms Agreement No. 51-1.


 


ARTICLE 14.         Contractual
Notices and Requests.


 


All notices and requests relating to this
Purchase Agreement will be in English, will be effective on the date of
receipt, and may be transmitted by any customary means of written communication
addressed as follows:


 


Buyer:                                     Northwest
Airlines, Inc.

2700 Lone Oak Parkway

Eagan, Minnesota – 55121


 


ATTENTION:                                             Treasurer


 


	
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Telephone: (612) 726-2274

Facsimile:  (612) 726-2221


 


Boeing:                               Boeing
Commercial Airplanes           (U.S.
Mail)

P.O. Box 3707

Seattle, Washington 98124-2207

U.S.A.


 


Attention:                 Vice President -
Contracts

Mail Code 21-34


 


Boeing Commercial Airplanes (Courier)


1901 Oakesdale
Avenue S. W.


Renton,
Washington – 98055-1222


 


Attention:                 Vice President -
Contracts

Mail Code 21-34


 


Telephone:            (206) 766-2400


Facsimile:                    (425) 237-1706


 


or to such other address as specified elsewhere herein or as otherwise
directed in writing by either party.  The
effective date of any such notice or request will be the date on which it is
received by the addressee.


 


ARTICLE 15.         Miscellaneous.


 


15.1                           Government Approval.  Boeing and Buyer will use their best
reasonable efforts to assist each other in obtaining any United States
Governmental agency consents or approvals necessary or appropriate to effect
certification and sale of the Aircraft under this Purchase Agreement.


 


15.2                           Headings.  Article and paragraph headings used in
this Purchase Agreement are for convenient reference only and are not intended
to affect the interpretation of this Purchase Agreement.


 


15.3                           Entire Agreement;
Amendments.  This Purchase Agreement
contains the entire agreement between the parties concerning the subject matter
hereof and supersedes all previous proposals, understandings, commitments or
representations whatsoever, oral or written. 
This Purchase Agreement may be changed only in writing signed by
authorized representatives of Boeing and Buyer, except in the case of certain
changes permitted or required by this Purchase Agreement.


 


	
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15.4                        GOVERNING
LAW.  THIS PURCHASE AGREEMENT WILL BE
GOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF WASHINGTON’S
CONFLICTS OF LAWS RULES.


 


15.5                           Negotiated Agreement.  This Purchase Agreement, including the
provisions of Article 12 relating to DISCLAIMER AND RELEASE, the Exclusion
of Consequential and Other Damages, and the provisions relating to
indemnification and insurance set forth in this


 


	
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Purchase Agreement, has been the subject of discussion and negotiation
and is fully understood by the parties; the Aircraft Purchase Price and other
agreements of the parties set forth in this Purchase Agreement were arrived at
in consideration of such provisions.


 


 


	
  NORTHWEST AIRLINES, INC.

  	
  THE BOEING COMPANY

  
	
   

  	
   

  
	
   

  	
   

  
	
  By 

  	
  ***

  	
   

  	
  By

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its

  	
   

  	
   

  	
  Its 

  	
  Attorney-in-Fact

  	
   

  



 


	
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AIRCRAFT
CONFIGURATION


 


 


between


 


 


THE BOEING COMPANY


 


 


and


 


 


NORTHWEST AIRLINES


 


 


Exhibit A to Purchase
Agreement Number 2924


 


	
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Exhibit A to

Purchase Agreement No. 2924

Northwest Airlines, Inc.


 


AIRCRAFT CONFIGURATION


 


 


relating
to


 


 


BOEING MODEL 787-8 AIRCRAFT


 


 


The Airframe Price in Table 1 was established utilizing the 7E7
Airplane Description and Selections Document No. 7E7B1-0227, Revision D.1,
dated 23 November 2004 and 7E7-8 (LOPA) YS5476 dated October 20,
2004, for a 272 passenger interior.  The
content of this Exhibit A will be defined pursuant to the provisions of
Letter Agreement 6-1162-SKC-984, Open Configuration Matters, to the Purchase
Agreement.


 


	
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PRODUCT ASSURANCE DOCUMENT


 


between


 


THE BOEING COMPANY


 


and


 


NORTHWEST AIRLINES, INC.


 


 


Exhibit B


 


To


 


Purchase Agreement Number 2924


 


 


Dated                         ,
2005


 


Relating to


 


BOEING MODEL 787 AIRCRAFT


 


	
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This Product
Assurance Document is Exhibit B to and forms a part of Purchase Agreement No. 2924,
between The Boeing Company (Boeing) and Northwest Airlines, Inc. (Buyer)
relating to the purchase by Buyer from Boeing of Boeing Model 787 aircraft
(Aircraft).  This Product Assurance
Document consists of the following Parts:


 


	
  PART A

  	
  Boeing Warranty

  
	
   

  	
   

  
	
  PART B

  	
  Warranty Repairs and
  Modifications by Buyer

  
	
   

  	
   

  
	
  PART C

  	
  Boeing Service Life
  Policy

  
	
   

  	
   

  
	
  PART D

  	
  Exclusion of
  Liabilities

  
	
   

  	
   

  
	
  PART E

  	
  Boeing Indemnity
  Against Patent Infringement

  
	
   

  	
   

  
	
  PART F

  	
  Supplier Warranties and
  Patent Indemnities

  
	
   

  	
   

  
	
  PART G

  	
  Engine Manufacturer’s
  Warranty and Product Support Plan

  
	
   

  	
   

  
	
  PART H

  	
  Boeing Interface
  Commitment

  
	
   

  	
   

  
	
  PART I

  	
  Duplicate Product
  Assurance Remedies

  



 


 


	
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PART A


 


BOEING WARRANTY


 


1.                                       Warranties.


 


Subject to the
exceptions set forth in paragraph 2, Boeing warrants that, at the time of
delivery, the Aircraft (including all systems, accessories, equipment, aircraft
software, i.e., Boeing-designed software, herein defined as “Aircraft Software”,
which is software installed on and used in the operation of the Aircraft, and
parts installed in the Aircraft) shall:


 


(a)                                  conform to the Detail Specification, as it may be
changed pursuant to this Agreement, except such portions of the Detail Specification
as are stated to be estimates, approximations, design objectives, design
criteria or otherwise described as not guaranteed,


 


(b)                                 be free from defects in material and workmanship,
including process of manufacture, and


 


(c)                                  be free from defects in design, including the
selection by Boeing of materials, including process of manufacture, in view of
the state-of-the-art at the time of design.


 


For purposes of
this warranty, it is understood that (i) non-conformance with the Detail
Specification, (ii) defects in material or workmanship and (iii) defects
in design, all as described in paragraphs (a), (b) and (c) above,
are hereinafter collectively called “defects” or a “defect.”  Further, the terms system, accessory,
equipment, Aircraft Software or part may hereinafter collectively be called “item”
or “items.”


 


2.                                       Exceptions.


 


The warranty set
forth in paragraph 1(a) above shall not apply to Buyer Furnished
Equipment.  The warranties set forth in
paragraphs 1(b) and 1(c) shall not apply to Buyer Furnished Equipment,
nor to Engines (as defined in Exhibit D to this Agreement), nor to any
item purchased by Boeing that was not manufactured to Boeing’s detailed design,
except that any defect in the Boeing workmanship incorporated in the
installation of such items in the Aircraft, including any failure by Boeing to
conform to the installation instructions of the manufacturers of such items
that invalidates any applicable warranty from such manufacturers, shall
constitute a defect in workmanship for the purposes of this Part A and be
covered by the warranty set forth in paragraph 1(b) above.


 


	
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3.                                       Survival of Warranties.


 


With respect to
each Aircraft (including all items - installed in the Aircraft), the warranties
applicable at the time of Aircraft delivery, as provided in paragraphs 1
and 2 above, shall survive delivery subject to the limitations and upon the
conditions set forth in paragraphs 4 through 10 of this Part A;
provided, however, the warranty set forth in paragraph 1(a) shall not
survive Aircraft delivery with respect to Engines, compliance with any
performance guarantees contained in Letter Agreement which shall be established
pursuant to Article 9 of the Purchase Agreement and any item purchased by
Boeing that was not manufactured to Boeing’s detailed design.


 


4.                                       Warranty and Notice Periods.


 


Buyer’s remedy
and Boeing’s obligation and liability under this Part A, with respect to
each defect, are conditioned upon (i) the defect having become apparent to
Buyer within the applicable warranty period, and (ii) Boeing’s Warranty
Regional Manager having received written notice of the defect from Buyer
within 3 months after the expiration of the applicable warranty
period.  The warranty periods applicable
to each Aircraft are:


 


(a)                                  as to a defect in conformance to the Detail
Specification, 48 months after delivery of such Aircraft, and


 


(b)                                 as to a defect in material, workmanship or design
in any item, 48 months after delivery of the Aircraft in which the
defective item was initially installed.


 


4.1  Notice – Receipt of Buyer’s notice of discovery of a
defect secures Buyer’s rights to remedies under the Product Assurance Document
whether or not Buyer has corrected the defect at the time of notice or Boeing
requests additional information regarding the defect or claim.


 


5.                                       Return and Proof.


 


Buyer’s remedy
and Boeing’s obligation and liability under this Part A, with respect to
each defect, are also conditioned upon:


 


(a)                                  the return by Buyer as soon as practicable to
Boeing’s facilities in the Seattle, Washington area, or such other place as may
be mutually agreeable, of the Aircraft or item claimed to be defective, except
when (i) Buyer elects to perform necessary repair or correction of the
defective


 


	
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Aircraft or items in accordance with the
provisions of Part B (Warranty Repairs and Modifications by Buyer) of this
Product Assurance Document, or (ii) Buyer elects to scrap non-repairable
defective items at Buyer’s facility in accordance with paragraph 8 of this
Part A, and


 


(b)                                 the submission by Buyer to Boeing’s Warranty
Regional Manager of reasonable proof that the claimed defect is due to a matter
embraced within the warranty set forth in paragraph 1(a), 1(b) or 1(c) and
that such defect did not result from any act or omission of Buyer, including
but not limited to any failure to operate and maintain the Aircraft or item
involved in accordance with applicable governmental regulations and Boeing’s
applicable written instructions.


 


6.                                       Remedies.


 


Buyer’s remedy
and Boeing’s obligation and liability under this Part A, with respect to
each defect, are limited to the following:


 


(a)                                  As to a defect in conformance to the Detail
Specification,


 


(i)                                     to the correction of such defect in the item in
which the defect appears; provided, however, Boeing shall not be obligated or
liable hereunder to correct any defect that Boeing and Buyer mutually agree in
writing are a) acceptable deviations or b) which have no material adverse
effect on the maintenance, use or operation of the Aircraft, and


 


(ii)                                  as to any item corrected by Boeing pursuant to (i),
to the correction of any further defect in conformance to the Detail Specification
in such item provided such further defect becomes apparent to Buyer within any
unexpired remainder of the 48 month warranty period specified in
paragraph 4(a).


 


(b)                                 As to a defect in material or workmanship,


 


(i)                                     to the repair of such defect in the item in which
the defect appears, or, at Boeing’s option, to the replacement of such item
with a similar item free from defect, and


 


(ii)                                  as to any item repaired by Boeing or furnished as
a replacement by Boeing pursuant to (i), to the repair or replacement of such
item for any further defect in material or workmanship, provided such further
defect becomes apparent to Buyer within any unexpired remainder of the
48 month warranty period specified in paragraph 4(b) or 12
months, whichever is greater


 


(c)                                  As to a defect in design,


 


(i)                                     to the correction of such defect in the item in
which the defect appears, and


 


	
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(ii)                                  as to any item corrected by Boeing pursuant to
(i), to the correction of any further defect in design in such item, provided
such further defect becomes apparent to Buyer within any unexpired remainder of
the 48 month warranty period specified in paragraph 4(b) or
within 18 months after delivery of the corrected item or materials
required to correct such item, whichever period last expires.


 


(d)                                 To the removal from the Aircraft of a defective
item and the reinstallation in the Aircraft of the repaired or a replacement
item, provided that when Boeing reimburses Buyer for Buyer’s direct labor costs
incurred in performing such tasks (i) the man-hours used to determine such
costs shall not exceed Boeing’s reasonable estimate of the man-hours required
for the performance thereof by Buyer or such number of man-hours as may be mutually
agreed to by Boeing and Buyer, and (ii) the labor rate to be used in
determining such costs shall be the then current warranty reimbursement labor
rate as established between Boeing and Buyer pursuant to paragraph 4(c) of
Part B of this Product Assurance Document.


 


(e)                                  To reimbursement and payment as specified in
paragraphs 7(a) and 7(b) below.


 


7.                                       Returned Items.


 


The following
provisions shall apply with respect to each Aircraft or item returned to Boeing’s
facilities, or to such other place as may be mutually agreeable, pursuant to
paragraph 5 of this Part A:


 


(a)                                  As to the return of an Aircraft,


 


(i)                                     the decision as to whether or not an Aircraft is to
be returned to Boeing shall be established by agreement between Boeing and
Buyer using the following criteria:


 


(A)                              Substantially all of the repairs, corrections or
replacements to be performed by Boeing shall be covered by the warranty as
described in paragraphs 6(a), 6(b) or 6(c).


 


(B)                                Buyer does not have the capability to perform and
it is not feasible or practicable for Boeing personnel to perform or to assist
Buyer’s personnel in performing the warranty repairs, replacements or
corrections on the Aircraft at Buyer’s facilities or at such other place as may
be mutually agreeable.


 


(ii)                                  the following provisions shall apply for each
Aircraft returned:


 


(A)                              All warranty repairs, replacements and
corrections shall be performed by or for Boeing, at Boeing’s expense, with
reasonable care and dispatch in order that the Aircraft involved shall not be
kept out of service longer than necessary. 
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of fuel, oil and landing fees incurred in
both ferrying the Aircraft to the location where the warranty work will be
performed and in ferrying such Aircraft back to Buyer’s facilities; provided,
however, that Buyer shall use its best reasonable efforts to commence and
terminate such ferry flights at a facility of Buyer located nearest to the
location where Boeing is to perform work on the Aircraft.


 


(B)                                Buyer shall pay Boeing for any non-warranty work
performed by Boeing on the Aircraft as may be mutually agreed to by the parties
and for work required to be performed by Boeing relating to the Aircraft other
than the repairs, corrections or replacements covered by the warranties
provided in paragraphs 6(a), 6(b) and 6(c).  The rates charged Buyer for such other work
shall not exceed the rates charged other commercial customers of Boeing during
substantially the same time period.


 


(iii)                               a separate agreement containing the above
provisions and other mutually agreeable terms and conditions shall be entered
into by the parties to cover the return of any Aircraft under the provisions of
this paragraph.


 


(b)                                 As to the return of items,


 


(i)                                     All repairs, replacements and corrections
described in paragraphs 6(a), 6(b) and 6(c) shall be performed
by or for Boeing at Boeing’s expense, with reasonable care and dispatch in
order that the item involved will not be kept out of service longer than
necessary.


 


(ii)                                  Boeing’s turnaround time objectives with respect
to the repair, replacement or correction of items as described in
paragraphs 6(a), 6(b) and 6(c) are (A) with respect to
avionic and electronic items, fourteen (14) calendar days or less, and (B) with
respect to all other items twenty-eight
(28) calendar days or less if
repaired, replaced or corrected at Boeing’s facilities or twenty-eight (28) calendar days or less if repaired, replaced or corrected at the
facilities of a Boeing subcontractor. 
Turnaround time shall be measured from the date Boeing is in receipt of
the returned item together with Buyer’s claim or return order describing the
work to be accomplished to the date of shipment by Boeing of a repaired,
corrected or replacement item.  In the
event the foregoing turnaround time objective is not achieved by Boeing for a
particular item and a critical parts shortage is experienced by Buyer as a
direct result therefrom, Boeing shall, when requested by Buyer, either,


 


(1)                                  use its diligent efforts to expedite completion
of the item to be repaired, corrected or replaced to meet Buyer’s required
completion date, or


 


(2)                                  provide, on a case by case basis, a similar item on a no-charge
loan or lease basis until such time as the item being repaired, replaced or
corrected is returned to Buyer.


 


	
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The Boeing remedies described in (1) and
(2) above shall be conditioned upon Buyer’s procurement in a timely manner
of a reasonable number of spare parts, and Buyer’s maintenance and operation of
the item involved and the Aircraft in which such item was installed in
accordance with applicable governmental regulations and applicable Boeing service
bulletins, maintenance manuals, overhaul manuals and written instructions.  Such remedies shall not apply in any case
where the critical part shortage is attributable to Buyer’s fault or
responsibility.


 


(iii)                               The freight charge for shipment from Buyer to
Boeing, or to such other place as may be mutually agreeable, of any item
claimed to be defective shall be paid by Buyer; however, Boeing shall reimburse
Buyer for the freight charge for such shipment of any item determined to be
defective under the terms of this Part A upon Boeing’s receipt of the
invoice to Buyer for such charge.  The
freight charge for the return shipment to Buyer of any item which has been
repaired, replaced or corrected pursuant to this Part A shall be paid by
Boeing.


 


(c)                                  Title to and risk of loss of any Aircraft or item
returned by Buyer to Boeing shall at all times remain with Buyer, except title
to and risk of loss of a returned item shall pass to Boeing concurrently with
shipment by Boeing to Buyer of any item furnished by Boeing to Buyer as a
replacement therefor.  Upon Boeing’s
shipment to Buyer of any replacement item provided by Boeing pursuant to this Part A,
title to and risk of loss of such item shall pass to Buyer.  (Under this paragraph 7(c), the party
which has risk of loss with respect to any Aircraft or item shall have the
responsibility of providing any insurance coverage thereon desired by such
party.)


 


Boeing shall have only such responsibility
for any returned Aircraft, and for any returned item, so long as Buyer has
title thereto, as is chargeable by law to a bailee for mutual benefit, but
shall not be chargeable for loss of use.


 


8.                                       Non-Repairable Items.


 


Buyer may scrap
any defective non-repairable item at Buyer’s facility, provided that an
authorized Boeing Customer Support Representative has confirmed such item is
non-repairable.  Buyer’s claim for any
item to replace such scrapped item shall contain the stamp and signature of
Boeing’s Customer Support Representative. 
Such scrapped item shall be processed by Buyer in accordance with the
provisions of paragraph 6 of Part B of this Product Assurance
Document.


 


9.                                       Wear and Tear.


 


Normal wear and
tear and the need for regular maintenance and overhaul shall not constitute a
defect under the warranties set forth in this Part A.


 


	
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10.                                 Insurance.


 


The provisions
of Article 12, “Product Assurance; Disclaimer and Release; Exclusion of
Liabilities; Customer Support; Indemnification and Insurance”, of this Purchase
Agreement Number 2924, will apply to any work performed by Boeing in accordance
with Buyer’s specific technical instructions, to the extent any legal liability
of Boeing is based upon the content of such instructions.


 


11.                                 EXCLUSION OF LIABILITIES.


 


THE WARRANTIES
AND REMEDIES SET FORTH IN THIS PART A ARE
EXCLUSIVE.  THE EXCLUSION OF LIABILITIES
AND OTHER PROVISIONS OF PART D OF THIS EXHIBIT B ARE APPLICABLE.


 


	
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PART B


 


WARRANTY REPAIRS AND MODIFICATIONS BY BUYER


 


1.                                       General.


 


To expedite the
return to service of defective Aircraft or items that Boeing is obligated to
repair or correct under Part A (Boeing Warranty) of this Product Assurance
Document, Boeing and Buyer agree that such repairs and corrections may, at
Buyer’s option, be performed by Buyer, subject, however, to the provisions of
this Part B.


 


2.                                       Scope.


 


This Part B
shall apply only to items manufactured to Boeing’s detailed design.  This Part B is further limited to such
repairs and corrections as Boeing would otherwise be obligated to perform under
paragraph 6(a), 6(b) or 6(c) of Part A of this Product
Assurance Document, and is subject to the warranty and notice periods and all
other conditions and limitations set forth in such Part A, except that
defective items need not be returned to Boeing.


 


3.                                       Repairs and Modifications.


 


All repairs and
modifications shall be performed in accordance with Boeing’s applicable written
instructions using such modification kits and other parts and materials as may
be furnished by Boeing.


 


4.                                       Reimbursement.


 


Upon receipt of
Buyer’s claim for reimbursement, in accordance with paragraph 5, with
respect to any repair or modification within the scope of this Part B, Boeing
shall reimburse Buyer as follows:


 


(a)                                  Direct Labor.


 


At the warranty
labor rate specified in paragraph 4(c) for all direct labor hours
reasonably expended by Buyer’s direct labor employees in performing the repair
or modification, but not to exceed Boeing’s reasonable estimate of the
man-hours required for the performance thereof by Buyer or such number of
man-hours as may be mutually agreed to by Boeing and Buyer including time for
removal from the Aircraft of the defective item and reinstallation in the
Aircraft of the repaired or replacement item and time for disassembly,
re-assembly, bench testing and flight testing, if required, of the defective
item, but excluding time for overhaul.


 


	
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(b)                                 Direct Materials.


 


At the invoice
cost thereof to Buyer, excluding any allowances for handling, overhead, taxes,
customs duties or the like, for all direct materials incorporated in the repair
or modification, excluding any materials used for overhaul, and also excluding
such modification kits, parts and materials as may be furnished by Boeing at no
charge.


 


(c)                                  Warranty Labor Rate.


 


For the purposes
of this Part B, the warranty labor rate shall be $45.60 per hour, in year
2000, or 150% of Buyer’s average direct hourly labor rate for warranty
corrections performed, including inspection hours and hours specified in
Paragraph 4(a) of this Exhibit, whichever is greater.  For this purpose, “average direct hourly
labor rate” means the average hourly rate (excluding all fringe benefits,
premium time allowances, social charges, business taxes and the like) paid to
Buyer’s employees whose jobs are directly related to the performance of the
repair or modification.  Prior to or
concurrent with submittal of Buyer’s first claim for labor reimbursement
hereunder, Buyer shall notify Boeing of Buyer’s then-current average direct
hourly labor rate, and thereafter Buyer shall promptly notify Boeing of any
material change in such rate. If requested, Buyer shall furnish to Boeing such
data as may be reasonably required to substantiate such rate.


 


(d)                                 Limitation.


 


Notwithstanding
the foregoing, the total reimbursement with respect to any repair or
modification shall not exceed 65% of Boeing’s then current sales price for the
item involved or in specific instances such percentage of the then current
sales prices as may be mutually agreed to by Boeing and Buyer.


 


5.                                       Claims for Reimbursement.


 


Unless otherwise
agreed in writing, Buyer’s claim for reimbursement with respect to any repair
or modification must be submitted in writing to Boeing’s Warranty Regional
Manager within a reasonable time, but no later than, 90 days after expiration
of the applicable warranty period.  All
claims for reimbursement shall include the following:


 


(a)                                  The identity of the item involved, including
Boeing part number, serial number, nomenclature and the quantity claimed to be
defective.


 


(b)                                 The identity of the Aircraft from which each item
was removed.


 


(c)                                  Date the claimed defect became apparent to Buyer.


 


(d)                                 Description of the claimed defect and
circumstances.


 


(e)                                  Date repair or modification completed by Buyer.


 


	
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(f)                                    Itemized account of the direct labor hours
expended in performing the repair or modification.


 


(g)                                 Itemized account of the direct materials
incorporated in the repair or modification.


 


All claims for reimbursement shall be subject
to audit by Boeing.  Boeing shall
promptly notify Buyer of Boeing’s disposition of each claim submitted
hereunder.


 


6.                                       Replaced Parts.


 


In the event
component parts of any assembly are replaced by Buyer, the replaced parts shall
be tagged with the assembly part number, serial number and warranty claim
number and retained for a period of 45 days after submission of Buyer’s
claim for reimbursement.  Such parts
shall be made available for Boeing’s inspection, upon request,
in the event further analysis is required. 
Such parts may be scrapped if no inspection is requested by Boeing
within such 45-day period or Buyer requests permission and receives such
permission from Boeing to dispose replaced parts prior to expiration of the 45
day period.


 


	
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PART C


 


BOEING SERVICE LIFE POLICY


 


This Part C defines Boeing’s Service
Life Policy (“Policy” herein) applicable to the Aircraft.


 


1.                                       Service Life Policy.


 


Should a Failure
occur in any Covered Component within the following periods:


 


(a)                                  as to any Airframe Component or Landing Gear
Component, within 15 years after delivery of the Aircraft in which such
Component was initially installed; or


 


(b)                                 as to any Spare Component, within 15 years
after delivery of such Component, or within 15 years after delivery by
Boeing of the last new Model 787 Aircraft to Buyer, whichever first expires,


 


Boeing shall, at
the price provided herein and as promptly as practicable, either (i) design
and furnish to Buyer a correction for such Failed Component, including any parts
required for such correction (including Boeing designed standard parts but
excluding Industry standard parts such as MS and NAS standards), or (ii) furnish
to Buyer a replacement Covered Component for such Failed Component.


 


2.                                       Definitions.


 


For the purpose
of this Policy, the following definitions shall apply:


 


(a)                                  “Airframe Component” means any of the primary
structural elements specified in Exhibit A attached hereto of the wing,
fuselage, or vertical or horizontal tail installed in an Aircraft at the time
of delivery.


 


(b)                                 “Landing Gear Component” means any of the primary
structural elements specified in Exhibit A attached hereto of the landing
gear installed in an Aircraft at the time of delivery.


 


(c)                                  “Spare Component” means any airframe or landing
gear element specified in Exhibit A that was furnished to Buyer by Boeing
as a correction or replacement under this Policy or that was purchased by Buyer
from Boeing as a spare part.


 


	
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(d)                                 “Covered Component” means an Airframe Component,
Landing Gear Component or Spare Component.


 


(e)                                  “Failure” means any breakage or defect in a
Covered Component.


 


(f)                                    “Failed Component” means a Covered Component in
which a Failure has occurred.


 


3.                                       Price.


 


Any Covered
Component or part that Boeing is required to furnish to Buyer under this Policy
in connection with correction or replacement of a Failed Component shall be
furnished to Buyer at a price determined in accordance with the following
formula:


 


P =                               CT


180


 


P =                               Price to Buyer.


 


C =                              The Boeing then-current spare parts sales price.


 


T =                              The total age in months (to the nearest month) of the Failed Component from
the date of delivery of the Failed Component to the date of the correction or
replacement.


 


4.                                       Conditions and Limitations.


 


(a)                                  Buyer shall, at Boeing’s expense, return to
Boeing, if return is practicable, any Failed Component that Boeing desires for
redesigning studies.


 


(b)                                 Installation of any Covered Component corrections
or replacements furnished by Boeing pursuant to paragraph 1 shall be at
Buyer’s expense.  If installation of such
corrections or replacements is performed by Boeing at Buyer’s request, the
rates charged Buyer for such installation shall not exceed the rates charged
other commercial customers of Boeing during substantially the same time period.


 


(c)                                  Boeing’s obligation under this Policy, with
respect to each Failure, is conditioned upon:


 


(i)                                     Boeing’s Warranty Regional Manager having
received written notice of the Failure from Buyer within 3 months after it
became apparent to Buyer; and


 


	
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(ii)                                  the submission by Buyer to Boeing of reasonable
evidence that the claimed Failure is covered by this Policy and, if requested
by Boeing, that such Failure was not the result of: i) a consequence of any
breakage of or defect in any other part or component of an Aircraft in which
the Covered Component was at any time installed, or ii) from any other
extrinsic force, or iii) any negligent or improper act or omission of Buyer,
including, but not limited to, any failure to operate and maintain such
Aircraft in accordance with applicable governmental regulations and Boeing’s
applicable service bulletins, service letters, maintenance manuals, component
maintenance manuals and written instructions, provided to Buyer by Boeing prior
to such alleged negligent or improper act or omission by Buyer.


 


(d)                                 Nothing in this Policy shall be construed as a
warranty or representation as to the length of time an Aircraft or any Covered
Component will operate without a Failure, or as an agreement to modify the
Aircraft or any Covered Component to conform to new developments in the state
of design or manufacturing art.  Boeing’s
sole obligation hereunder is to furnish corrections or replacements for failed
components as provided in this Policy. 
Buyer’s sole remedy and relief for the nonperformance of any obligation
or liability of Boeing arising under or by virtue of this policy shall be in
monetary damages, limited to the amount Buyer reasonably expends in procuring a
correction or replacement for any covered component which is the subject of a
Failure covered by this policy and to which such nonperformance relates.  THE EXCLUSION OF LIABILITIES AND OTHER
PROVISIONS OF PART D OF THIS EXHIBIT B ARE APPLICABLE.


 


	
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Exhibit A
to


Part C


 


COVERED AIRFRAME AND LANDING GEAR COMPONENTS


 


1.                                       Wing.


 


(a)                                  Upper and lower wing
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)                                  Upper wing fold
hinge, end ribs and lower latch lugs.


 


(f)                                    Main landing gear
support structure.


 


(g)                                 Wing center section lower
beams, spanwise beams and floor beams, but not the seat tracks attached to the
beams.


 


(h)                                 Wing-to-body
structural attachments.


 


(i)                                     Engine strut
support fittings attached directly to wing primary structure.


 


(j)                                     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.


 


(k)                                  Leading edge device
and trailing edge flap support system.


 


(l)                                     Aileron leading
edge device and trailing edge flap internal, fixed attachment and actuator
support structure.


 


(m)                               Winglets.


 


	
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Exhibit A
to


Part C


 


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.  Sills 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, forward
and aft bulkheads, and the gear support structure.


 


(e)                                  Main
gear wheel well structure including pressure deck, bulkheads 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, and decorative panels and related installation and
connecting devices.


 


(j)                                     Support
structure in the body for the stabilizer pivot and stabilizer screw.


 


	
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Exhibit A
to


Part C


 


3.                                       Vertical Stabilizer.


 


(a)                                  External skins between front and rear spars.


 


(b)                                 Front and rear spars including stiffeners.


 


(c)                                  Attachment fittings between vertical
stabilizer and body.


 


(d)                                 Inspar ribs.


 


(e)                                  Support structure in the vertical stabilizer
for rudder hinges, reaction links and actuators.


 


(f)                                    Rudder internal, fixed attachment and
actuator support structure.


 


(g)                                 Rudder hinges and supporting ribs, excluding
bearings.


 


4.                                       Horizontal Stabilizer.


 


(a)                                  External skins between front and rear spars.


 


(b)                                 Front and rear spars including splices and
stiffeners.


 


(c)                                  Inspar ribs.


 


(d)                                 Stabilizer splice fittings and pivot 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.


 


(g)                                 Elevator hinges and supporting ribs,
excluding bearings.


 


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.


 


	
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Exhibit A
to


Part C


 


6.                                       Main
Landing Gear.


 


(a)                                  Outer cylinder.


 


(b)                                 Inner cylinder.


 


(c)                                  Upper and lower side
strut, including spindles and universals.


 


(d)                                 Upper and lower drag
strut, including spindles and universals.


 


(e)                                  Orifice support tube.


 


(f)                                    Downlock links
including spindles and universals.


 


(g)                                 Torsion links.


 


(h)                                 Bogie beam.


 


(i)                                     Axles.


 


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 collar.


 


(f)                                    Torsion links.


 


(g)                                 Actuator support beam
and hanger.


 


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.


 


	
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PART D


 


EXCLUSION OF LIABILITIES


 


1.                                       DISCLAIMER AND RELEASE.


 


THE WARRANTIES,
OBLIGATIONS AND LIABILITIES OF BOEING AND THE REMEDIES OF BUYER SET FORTH IN
THIS EXHIBIT B ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBY
WAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS AND
LIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYER
AGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT
TO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THINGS DELIVERED UNDER
THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:


 


(A)                              ANY IMPLIED WARRANTY OF MERCHANTABILITY OR
FITNESS;


 


(B)                                ANY IMPLIED WARRANTY ARISING FROM COURSE OF
PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;


 


(C)                                ANY
OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING
FROM THE NEGLIGENCE OF BOEING; AND


 


(D)                               ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY
FOR LOSS OF OR DAMAGE TO ANY AIRCRAFT.


 


2.                                       EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES.


 


BOEING SHALL
HAVE NO OBLIGATION OR LIABILITY, WHETHER ARISING IN CONTRACT (INCLUDING
WARRANTY), TORT OR OTHERWISE, FOR LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY
OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY NONCONFORMANCE OR
DEFECT IN ANY AIRCRAFT, OR OTHER THINGS PROVIDED UNDER THIS AGREEMENT.


 


3.                                       Contribution toward Third Party Claims.


 


Claims by Buyer
against Boeing for contribution toward third-party bodily injury or property
damage claims, to the extent of Boeing’s relative percentage of the total fault
or other legal responsibility of all persons causing such bodily injuries or
property damage, are excepted from the terms of this Part D.


 


	
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4.                                       Definition.


 


For the purpose of this Part D,
the term “Boeing” or “BOEING” includes The Boeing Company, its divisions,
subsidiaries and affiliates, the assignees of each, and their directors,
officers, employees and agents.


 


	
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PART E


 


BOEING INDEMNITY AGAINST PATENT INFRINGEMENT


 


1.                                       Indemnity.


 


Subject to the
exceptions set forth in paragraph 2 below, Boeing shall indemnify and hold
harmless Buyer from and against all claims, suits, actions, liabilities,
damages and costs (excluding any incidental or consequential damages and
excluding any liabilities, costs, loss of revenue or loss of profit resulting
from loss of use, but including costs of, at Boeing’s option, (i) replacing
the infringing item or (ii) otherwise curing any infringement on account
of which use of Aircraft by Buyer is prevented) in case of any actual or
alleged infringement by any Aircraft, or by any item installed therein at the
time of Aircraft delivery of any United States patent or of any patent issued
under the laws of any country in which Buyer from time to time may lawfully
operate the Aircraft, provided that (i) from time of design of the
Aircraft or item and until infringement claims are resolved such other country
and the flag country of the Aircraft are legally bound by and do fully
recognize their obligations and duties under the Chicago Convention on
International Civil Aviation of December 7, 1944, and the flag country and
such other country are fully entitled to all benefits of Article 27
thereof or, in the alternative, (ii) from such time of design and until
such infringement claims are resolved such other country and the flag country
shall each have been a party to the International Convention for the Protection
of Industrial Property (Paris Convention).


 


2.                                       Exceptions.


 


This indemnity
shall not apply to Buyer Furnished Equipment, nor to Engines (as defined in Exhibit D
to this Agreement), nor to any item that was not manufactured to Boeing’s
detailed design, nor to any item manufactured to Boeing’s detailed design
without Boeing’s authorization.


 


3.                                       Conditions and Limitations.


 


(a)                                  Buyer’s remedy and Boeing’s obligation and
liability under this Part E are conditioned upon Buyer giving Boeing
written notice within 10 days after Buyer receives official notice of a
suit or action against Buyer alleging infringement or within 20 days after
Buyer receives a written claim of infringement. 
Boeing may, at its option, conduct negotiations with any party claiming
infringement and may intervene in any suit or action.  Whether or not


 


	
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Boeing intervenes, it shall be entitled at
any stage of the proceedings to assume or control the defense.  Buyer’s remedy and Boeing’s obligation and
liability hereunder are further conditioned upon Buyer promptly furnishing to
Boeing all data, records and assistance within Buyer’s control material to any
such claim, suit or action, and (except as to amounts mandated by a judgment)
upon Boeing’s prior approval of Buyer’s payment or assumption of any
liabilities, damages, royalties or costs for which Boeing is asked to respond.


 


(b)                                 The indemnity, obligations and liabilities of
Boeing and remedies of Buyer set forth in this Part E are exclusive and in
substitution for, and Buyer hereby waives, releases and renounces, all other
indemnities, obligations and liabilities of Boeing and any assignee of Boeing,
and all other rights, remedies and claims, including claims for damages,
direct, incidental or consequential, of Buyer against Boeing or any assignee of
Boeing, express or implied, arising by law or otherwise, with respect to any
actual or alleged patent infringement or the like by any Aircraft or any item
installed therein.


 


	
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PART F


 


SUPPLIER WARRANTIES AND PATENT INDEMNITIES


 


1.                                       Supplier Warranties and Supplier Patent
Indemnities.


 


Boeing shall use
its best reasonable efforts to obtain from manufacturers of items installed in
the Aircraft at the time of delivery that were purchased by Boeing but were not
manufactured to Boeing’s detailed design (other than Engines, as defined in Exhibit D
to this Agreement), adequate warranties and indemnities against patent
infringement enforceable by Buyer (Supplier Warranties).  Boeing shall furnish copies of the Supplier
Warranties to Buyer prior to delivery of the first Aircraft.  (The commitments of the Engine manufacturer
regarding warranties and indemnities against patent infringement shall be as
set forth in Part G of this Product Assurance Document.)


 


2.                                       Boeing Assistance in Administration of Supplier Warranties.


 


In the event
Buyer experiences any problem in the resolution - of any claims Buyer may have
initiated under the Supplier Warranties obtained by Boeing pursuant to
paragraph 1, and Buyer submits to Boeing’s Warranty Regional Manager such
information and data in its possession as may be reasonably required by Boeing
to investigate any such problem, then Boeing shall promptly conduct an
investigation of such problem and shall assist Buyer in the administration of
any claims Buyer may have under such Supplier Warranties.


 


3.                                       Boeing Support in Event of Supplier Default.


 


In the event
that:


 


(a)                                  any manufacturer, under any Supplier Warranty
obtained by Boeing pursuant to paragraph 1, defaults in the performance of
any material obligation contained in such Supplier Warranty, with respect to a
defect in material or workmanship or a defect in design in any Supplier Product
(and their replacements under the Product Assurance Agreement) - installed in
the Aircraft at the time of delivery, and


 


(b)                                 Buyer submits to Boeing’s Warranty Regional
Manager reasonable proof that such default has occurred, then the warranty set
forth in paragraph 1(b) or 1(c), as the case may be, of Part A
(Boeing Warranty) of this Product Assurance Document, and paragraphs 3
through 10 of such Part A, shall apply to such defect to the same extent
as if such Supplier Product (and their replacements under the


 


	
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Product Assurance Agreement) - had been
manufactured to Boeing’s detailed design, except that:


 


(i)                                     the warranty period with respect to such item
shall be the longer of the applicable period set forth in such Supplier
Warranty, if a warranty period is expressly set forth therein or the warranty
period set forth in paragraph 4(b) of Part A of this Product Assurance
Document, and


 


(ii)                                  the warranty notice period shall be as specified in
paragraph 4 of Part A.


 


Provided Boeing performs on behalf of
Supplier,  Buyer
will, if requested by Boeing, assign to Boeing any of its rights against any
supplier as Boeing may require to fulfill its obligations hereunder.  Buyer will not unreasonably withhold such
assignment.


 


	
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PART G


 


ENGINE MANUFACTURER’S WARRANTY

AND PRODUCT SUPPORT PLAN


 


In-lieu of Boeing providing in the Purchase Agreement an engine
warranty and product support plan, Buyer has entered into a separate engine
warranty and product support agreement with the engine manufacturer with
respect to the Engines installed on the Aircraft.   Buyer releases and discharges Boeing from any
and all claims, obligations and liabilities whatsoever arising out of the
purchase or use of such Engines, and Buyer hereby
waives, releases and renounces all its rights in all such claims, obligations
and liabilities.


 


	
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PART H


 


BOEING INTERFACE COMMITMENT


 


1.                                       Interface Problems.


 


If Buyer
experiences any technical problem in the operation of the Aircraft or its
systems due to malfunction or failure of an item the cause of which, after due
and reasonable investigation, is not readily identifiable by Buyer, but which
Buyer believes to be attributable to the design characteristics of one or more
items of the Aircraft (an “Interface Problem”), Boeing shall, if requested by
Buyer, and without additional charge to Buyer, promptly conduct an
investigation and analysis of such Interface Problem to determine, if possible,
the cause or causes of the Interface Problem and to recommend such corrective
action as may be feasible.  Buyer shall
furnish to Boeing all data and information in Buyer’s possession reasonably
relevant to the Interface Problem, and will reasonably cooperate with Boeing in
the conduct of its investigations and such tests as may be required.  Boeing shall promptly advise Buyer in writing
at the conclusion of its investigation of Boeing’s opinion as to the cause or
causes of the Interface Problem and Boeing’s recommendation as to corrective
action.


 


2.                                       Boeing Responsibility.


 


If Boeing
determines that the Interface Problem is primarily attributable to the design
of any item - manufactured to Boeing’s detailed design, Boeing shall, if
requested by Buyer, correct the design of such item to the extent of any then
existing obligations of Boeing under Part A (Boeing Warranty) or Part C
(Boeing Service Life Policy) of this Product Assurance Document.


 


3.                                       Supplier Responsibility.


 


If Boeing
determines that the Interface Problem is primarily attributable to the design
of an item -not manufactured to Boeing’s detailed design, Boeing shall, if
requested by Buyer, reasonably assist Buyer in processing any warranty claim
Buyer may have against the manufacturer of such item.  Boeing shall also take whatever reasonable
action is permitted by its contracts with such manufacturer in an effort to
obtain a correction of the Interface Problem acceptable to Buyer.  If the Supplier fails, within a reasonable
period of time, to take appropriate action on


 


	
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Boeing’s recommendation as to the necessary
corrective action and Buyer submits to Boeing, within a reasonable time, proof
of such failure, then Boeing shall take action in
accordance with the provisions of Part F of this Product Assurance
Document.


 


4.                                       Joint Responsibility.


 


If Boeing
determines that the Interface Problem is partially attributable to the design
of an item - manufactured to Boeing’s detailed design and partially to the
design of items not manufactured to Boeing’s detailed design, Boeing shall, if
requested by Buyer, seek a solution to the Interface Problem through the
cooperative efforts of Boeing and the manufacturers of the other item
involved.  Boeing shall promptly advise
Buyer of such corrective actions as may be proposed by Boeing and such other
manufacturers; such proposal to be consistent with any then existing
obligations of Boeing and such other manufacturers.  If such proposal is acceptable to Buyer, the proposed
action shall be taken.


 


5.                                       General.


 


(a)                                  All requests under this Part H shall be
directed to Boeing’s Warranty Administrator at Renton, Washington.


 


(b)                                 All reports, recommendations, data and other
documents furnished by Boeing to Buyer pursuant to this Part H shall be
deemed to be things delivered under this Agreement.  THE EXCLUSION OF LIABILITIES AND OTHER
PROVISIONS OF PART D OF THIS EXHIBIT B ARE APPLICABLE.


 


(c)                                  At Boeing’s request, Buyer shall assign to
Boeing, and Boeing shall be subrogated to, any of Buyer’s rights against any manufacturer
as Boeing may reasonably require in the fulfillment of its obligations
hereunder.


 


	
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PART I


 


DUPLICATE PRODUCT ASSURANCE REMEDIES


 


It is agreed that Boeing shall not be obligated
to provide to Buyer any remedy which is a duplicate of any other remedy which
has been provided to Buyer under any part of this Product Assurance Document
for the same event which results in unjust enrichment, provided that Buyer at
all times shall be entitled to the most favorable of any duplicate remedy.


 


	
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Model 787-8


 


CUSTOMER SUPPORT DOCUMENT


 


between


 


THE
BOEING COMPANY


 


and


 


NORTHWEST AIRLINES, INC.


 


 


Exhibit
C


 


To


 


Purchase
Agreement Number 2924


 


	
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  PROPRIETARY

  



 
















 


CUSTOMER SUPPORT DOCUMENT NO. 2924


 


Relating to


 


BOEING MODEL 787-8 AIRCRAFT


 


 


This Customer Support
Document is Exhibit C to and forms a part of Purchase Agreement
No. 2924 between The Boeing Company (Boeing) and Northwest Airlines, Inc.,
(Buyer) relating to the purchase of Boeing Model 787-8 aircraft.  This Customer Support Document consists of
the following parts:


 


	
   

  	
  PART A

  	
  Boeing Training Programs

  
	
   

  	
   

  	
   

  
	
   

  	
  PART B

  	
  Boeing Customer Support Services

  
	
   

  	
   

  	
   

  
	
   

  	
  PART C

  	
  Technical Information and Materials

  
	
   

  	
   

  	
   

  
	
   

  	
  PART D

  	
  Not
  Assigned

  
	
   

  	
   

  	
   

  
	
   

  	
  Part E

  	
  Insurance

  
	
   

  	
   

  	
   

  
	
   

  	
  PART F

  	
  Alleviation or Cessation of Performance

  



 


 


	
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PART A


 


BOEING TRAINING PROGRAMS


 


1.                                       General.


 


Boeing will provide
maintenance training, cabin attendant training, and flight training programs to
support the introduction of the Aircraft into service as provided in this
Customer Support Document.


 


All
instruction, examinations and materials shall be prepared and presented in the
English language and in the units of measure used by Boeing.


 


2.                                       Boeing Training Programs.


 


2.1                                 Buyer is awarded *** points (Training Points).  At
any time before 24 months after delivery of Buyer’s last Aircraft (Training Program Period) Buyer may exchange Training Points
for any of the training courses described on Attachment A at the point values
described on Attachment A or for other training Boeing may identify at
specified point values.  At the end of
the Training Program Period any unused Training Points will expire.


 


Buyer may also exchange
Training Points for use by individuals from its maintenance sub-contractors
that are directly affiliated in the servicing of Buyer’s Model 787 aircraft to
attend Boeing training courses.


 


2.2                                 In addition to the training provided in
Article 2.1, Boeing will provide to Buyer the following training and services:


 


2.2.1                                         Flight dispatcher model specific instruction;
2 classes of 6 students;


 


2.2.2                                         Performance engineer model specific
instruction in Boeing’s regularly scheduled courses; schedules are published
yearly.


 


2.2.3                                         Additional Flight Operations Services:


 


a.                                       Boeing flight crew personnel to assist in
ferrying the first Aircraft to Buyer’s main base;


 


b.                                      Instructor pilots for 90 Man Days (as defined
in Article 6.3, below) for revenue service training assistance;


 


c.                                       An instructor pilot to visit Buyer six (6)
months after [the delivery of the first Aicraft (after revenue service
training) to review Buyer’s flight crew operations for a two (2) week period.


 


	
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If
any part of the training described in this Article 2.2 is not completed by
Buyer within 24 months after the delivery of the last Aircraft, Boeing will
have no obligation to provide such training.


 


3.                                       Training Schedule and Curricula.


 


3.1                                 Buyer and Boeing will together conduct
planning conferences approximately 12 months before the scheduled delivery
month of the first Aircraft of a model to define and schedule the maintenance,
flight training and cabin attendant training programs.  At the conclusion of each planning conference
the parties will document Buyer’s course selection, training schedule, and, if
applicable, Training Point application and remaining Training Point balance.


 


3.2                                 Buyer may also request training by written
notice to Boeing identifying desired courses, dates and locations.  Within *** business days of Boeing’s receipt
of such request Boeing will provide written response to Buyer confirming
whether the requested courses are available at the times and locations
requested by Buyer.


 


4.                                       Training Materials.


 


4.1                                 Boeing will provide Training Materials for
each of Buyer’s ***.  Training Materials
may be used only for either (i) the individual student’s reference during
Boeing provided training and for review thereafter or (ii) Buyer’s provision of
training to its employees ***.


 


4.2                                 Training Materials are provided by Boeing for
use in Buyer’s training program.  The
rights and remedies of Buyer and the obligations of Boeing relative to the
provision of Training Materials and other training services by Boeing to Buyer’s
sub-contractor personnel and/or other Buyer assignees, as identified in above
paragraph 4.1, are subject to the DISCLAIMER AND RELEASE AND EXCLUSION OF
CONSEQUENTIOAL DAMAGES provisions of Article 12 of the Purchase Agreement as
well as the Risk Allocation/Insurance provisions of Part E of Exhibit C to the
Purchase Agreement.


 


5.                                       Location of Training.


 


5.1                                 Boeing will conduct all training at any of
its or its wholly-owned subsidiaries’ training facilities equipped for the
Aircraft.  Buyer shall decide on the
location or mix of locations for training, subject to space being available in
the desired courses at the selected training facility on the dates desired.


 


5.2                                 If requested by Buyer, Boeing will conduct
the classroom portions of the maintenance and flight training (except for the
Performance Engineer training courses) at a mutually acceptable alternate
training site, subject to the following conditions:


 


	
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5.2.1                        Buyer will be responsible for providing
acceptable classroom space, simulators (as necessary for flight training) and
training equipment required to present the course.


 


5.2.2                        Buyer will pay Boeing’s portal to portal actual expenses for
lodging, ground transportation, laundry, baggage handling, communication costs and per diem charge, for each Boeing
instructor for each day, or fraction thereof, such instructor is away from his
home location, including travel time.


 


5.2.3                        Buyer will reimburse Boeing for actual costs
of round-trip transportation for Boeing’s instructors and the shipping
costs of training materials which must be shipped to such alternate training
site.


 


5.2.4                        Buyer will pay, or reimburse Boeing for, all
taxes, fees, duties, licenses, permits and similar expenses incurred by Boeing
and its employees as a result of Boeing’s providing the training at such
alternate site or incurred as a result of Boeing providing revenue service
training.


 


5.2.5                        Those portions of training that require the
use of Boeing’s training devices not available at the alternate site will be
conducted at Boeing-designated facilities or at some other alternate site.  Buyer will be responsible for additional
expenses, if any, which result from the use of such alternate site.


 


6.                                       Additional Terms and Conditions.


 


6.1                                 All training will reflect an airplane
configuration defined by (i) Boeing’s standard configuration specification for
787 aircraft, (ii) Boeing’s standard configuration specification for the minor
model of 787 aircraft selected by Buyer, and (iii) any Optional Features
selected by Buyer from Boeing’s standard catalog of Optional Features.  Upon Buyer’s request, Boeing may provide
training customized to reflect other elements of Buyer’s Aircraft configuration
subject to a mutually acceptable price, schedule, scope of work and other
applicable terms and conditions.


 


6.2                                 Buyer will be responsible for all expenses of
Buyer’s personnel except that in the Seattle area Boeing will transport Buyer’s
personnel between their local lodgings and Boeing’s training facility.


 


6.3                                 Boeing flight instructor personnel will not
be required to work more than 5 days per week, or more than 8 hours in any one
24-hour period (Man Day), of which not more than 5 hours per 8-hour
workday will be spent in actual flying. 
The foregoing restrictions will not apply to ferry assistance or revenue
service training services, which will be governed by FAA rules and regulations.


 


	
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6.4                                 Normal Line Maintenance is defined as line maintenance that Boeing
might reasonably be expected to furnish for flight crew training at Boeing’s facility,
and will include ground support and Aircraft storage in the open, but will not
include provision of spare parts.  Boeing
will provide Normal Line Maintenance services for any Aircraft while the
Aircraft is used for flight crew training at Boeing’s facility in accordance
with the Boeing Maintenance Plan (Boeing document D6-82076) and the Repair
Station Operation and Inspection Manual (Boeing document D6-25470).  Buyer will provide such services if flight
crew training is conducted elsewhere. 
Regardless of the location of such training, Buyer will be responsible
for providing all maintenance items (other than those included in Normal Line
Maintenance) required during the training, including, but not limited to, fuel,
oil, landing fees and spare parts.


 


6.5                                 If the training is based at Boeing’s facility
and the Aircraft is damaged due to Buyer’s personnel’s actions during such
training, Boeing will make all necessary repairs to the Aircraft as promptly as
possible.  Buyer will pay Boeing’s
reasonable charge, including the price of parts and materials, for making the
repairs.  If Boeing’s estimated labor
charge for the repair exceeds $25,000, Boeing and Buyer will enter into an
agreement for additional services before beginning the repair work.


 


6.6                                 If the flight training is based at Boeing’s
facility, several airports in the surrounding area may be used, at Boeing’s
option.  Unless otherwise agreed in the
flight training planning conference, it will be Buyer’s responsibility to make
arrangements for the use of such airports.


 


6.7                                 If Boeing agrees to make arrangements on
behalf of Buyer for the use of airports for flight training, Boeing will pay on
Buyer’s behalf any landing fees charged by any airport used in conjunction with
the flight training.  Before flight
training, Buyer will provide Boeing an open purchase order against which Boeing
will invoice Buyer for any landing fees Boeing paid on Buyer’s behalf.  The invoice will be submitted to Buyer
approximately 60 days after flight training is completed, when all landing fee
charges have been received and verified. 
Buyer will pay the invoiced amount to Boeing within 30 days of the date
of the invoice.


 


6.8                                 If requested by Boeing, in order to provide
the flight training or ferry flight assistance, Buyer will make available to
Boeing an Aircraft after delivery to familiarize Boeing instructor or ferry
flight crew personnel with such Aircraft. 
If flight of the Aircraft is required for any Boeing instructor or ferry
flight crew member to maintain an FAA license for flight proficiency or landing
currency, Boeing will be responsible for the costs of fuel, oil, landing fees
and spare parts attributable to that portion of the flight.


 


	
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PART B


 


BOEING CUSTOMER SUPPORT SERVICES


 


1.                                       General.


 


This Part describes the
support services to be provided by Boeing at no additional charge to Buyer,
unless otherwise specified herein. 
Except with respect to Field Services, the services described in this
Part will be provided by Boeing during a period commencing with delivery of the
first Aircraft and continuing so long as one Aircraft is regularly operated by
Buyer in commercial air transport service.


 


2.                                       Field Service Engineering.


 


Boeing will furnish field
service representation to advise Buyer on maintenance and operation of the
Aircraft (Field Services) as follows:


 


2.1                                 Field Services will be available to Buyer at
or near Buyer’s Detroit location prior to delivery of the first Aircraft ***.


 


2.2                                 Buyer will furnish at no charge to Boeing
suitable office space and equipment that will include internet capability for
electronic access of data, desks, chairs, file cabinets, local phone service,
and an electrical power source in, or convenient to, Buyer’s facility where
each or any Boeing representative is providing Field Services.  As required, Buyer will assist each
representative providing Field Services with visas, work permits, customs, mail
handling, identification passes, and local airport authorities.


 


2.3                                 In addition to the Field Services referred to
above, the services of any Boeing field service representative will also be
available to Buyer anywhere Buyer may land the Aircraft where Boeing field
service representatives are assigned.


 


2.4                                 Boeing may, from time to time, provide
additional support services in the form of Boeing personnel visiting Buyer’s
facilities to work with Buyer’s personnel in an advisory capacity.


 


3.                                       Additional Engineering Support Services.


 


Boeing will, if requested by
Buyer in writing, provide *** technical advisory assistance with respect to the
Aircraft and accessories, systems, equipment, parts and aircraft software
manufactured (or compiled) by Boeing or to Boeing’s detailed design and
installed in the Aircraft at the time of delivery.  Such technical advisory assistance, which
will be provided from


 


	
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Seattle, or at a base
designated by Buyer as appropriate, will include:


 


3.1                                 analysis of the information provided by Buyer
to determine;


 


3.1.1                                         the probable nature and cause of operational
problems and suggestion of possible solutions.


 


3.1.2                                         the nature and cause of unsatisfactory
schedule reliability and the suggestion of possible solutions.


 


3.1.3                                         the nature and cause of unsatisfactory
maintenance costs and the suggestion of possible solutions.


 


3.2                                 analysis of and comment on Buyer’s
engineering proposals for changes in, or replacement of, parts, accessories or
equipment manufactured to Boeing’s detailed design *** Boeing will not analyze
or comment on any such change or replacement which constitutes a major
structural change, nor on any engineering release related thereto, unless Buyer’s
request for such analysis and comment is accompanied by complete detailed
drawings, substantiating data (including data, if any, required by applicable
government agencies), all stress or other appropriate analysis, and a specific
statement from Buyer of the kind of review and response desired by Buyer;


 


3.3                                 one (1) evaluation of Buyer’s technical
facilities, tools and equipment for servicing and maintaining 787 aircraft,
recommendation of changes where necessary and assistance in the formulation of
an initial maintenance plan for the introduction of the first Aircraft into
service;


 


3.4                                 assistance with the analysis and preparation
of performance data to be used in establishing operating practices and policies
for Buyer’s operation of Aircraft;


 


3.5                                 assistance with interpretation of the minimum
equipment list, the definition of the configuration deviation list and the
analysis of individual Aircraft performance;


 


3.6                                 assistance with solving operational problems
associated with delivery and route-proving flights;


 


3.7                                 information regarding significant service
items relating to Aircraft performance or flight operations;


 


3.8                                 operations engineering support during the
ferry flight of an Aircraft;


 


3.9                                 assistance in developing an Extended Twin
Operations (ETOPs) plan for regulatory approval; and


 


	
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4.                                       Special Services.


 


4.1                                 Additional Services.


 


Boeing
may, at Buyer’s request, provide services with respect to the Aircraft after
delivery, in addition to those described in this Part B Articles 2, 3 and 4.2,
which may include such items as Master Changes (Kits and/or Data), training and
maintenance and repair of the Aircraft. 
Providing such additional services will be subject to the terms of
Customer Services General Terms Agreement No. 51-1 dated January 16, 2001 and
Supplemental Agreement for Electronic Access Agreement(collectively, CSGTA) and any other mutually agreed terms and conditions.


 


Title
to and risk of loss of any such Aircraft will always remain with Buyer.


 


4.2                                 Post-Delivery Aircraft Services.


 


If
Boeing performs work requested by Buyer on an Aircraft after delivery of such
Aircraft, but prior to its initial departure flight, or upon its return to
Boeing’s facilities prior to completion of such flight, the following
provisions will apply:


 


4.2.1                        Title to and risk of loss of any such
Aircraft will at all times remain with Buyer.


 


4.2.2                        The provisions of the Boeing Warranty set
forth in Exhibit B of this Agreement will apply to such work.


 


4.2.3                        Buyer will reimburse Boeing for such work to
the extent not covered by the Boeing Warranty applicable to the Aircraft.


 


4.2.4                        The Disclaimer and Release and Exclusion of
Consequential and Other Damages provisions set forth in Article 12 of this
Purchase Agreement and the indemnification and insurance provisions set forth
in this Exhibit C will apply to such Boeing work.


 


4.2.5                        In performing such work, Boeing may rely upon
the commitment authority of Buyer’s personnel requesting such work.


 


5.                                       Additional Informational Services.


 


Boeing may, from time to
time, provide Buyer with additional services in the form of information about
the Aircraft or other aircraft of the same type, including information
concerning design, manufacture, operation, maintenance, modification, repair
and in-service experience.


 


	
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PART C


 


TECHNICAL INFORMATION AND MATERIALS


 


1.                                       General.


 


Materials are defined as any
and all items that are created by Boeing or a third party at Boeing’s
direction, which are provided directly or indirectly from Boeing and serve
primarily to contain, convey or embody information.  Materials may include either tangible
embodiments (for example, documents or drawings), or intangible embodiments
(for example, software and other electronic forms) of information but excludes
Aircraft Software.  Aircraft Software is
defined as software that is installed on and used in the operation of the Aircraft.


 


Buyer Information is defined
as that data provided by Buyer to Boeing which falls into one of the following
categories: (i) aircraft operational information (including, but not limited
to, flight hours, departures, schedule reliability, engine hours, number of
aircraft, aircraft registries, landings, and daily utilization and schedule
interruptions for Boeing model aircraft); (ii) summary and detailed shop
findings data; (iii) aircraft readiness log data; (iv) non-conformance reports;
(v) line maintenance data; (vi) airplane message data, (vii) scheduled
maintenance data, and (viii) service bulletin incorporation.


 


Per the terms of the CSGTA,
Boeing will provide to Buyer through electronic access, ***, Materials to
support the maintenance and operation of the Aircraft.  Such Materials will, if applicable, be
prepared generally in accordance with Air Transport Association of America
(ATA) iSpec 2200, entitled “Specification for Manufacturers Technical Data”, as
it may subsequently be revised. 
Materials not covered by iSpec 2200 will be provided in a structure
suitable for the Material’s intended use. 
Such Materials will be in English and in the units of measure used by
Boeing to manufacture an Aircraft.


 


Digitally-produced
Materials will, if applicable, be prepared generally in accordance with ATA
Specification No. 2100, dated January 1994, entitled “Digital Data
Standards for Aircraft Support”, as it may subsequently be revised.


 


2.                                       Materials Planning Conferences.


 


Buyer and Boeing will
conduct planning conferences approximately 12 months before the scheduled
delivery month of the first Aircraft in order to mutually determine (i) the
Materials to be furnished to Buyer in support of the Aircraft, (ii) the Buyer
Information to be furnished by Buyer to Boeing, (iii) the update cycles of the
Materials to be furnished to Buyer, (iv) the update cycles of the Buyer
Information to be furnished to Boeing, (v) any Buyer preparations necessary for


 


	
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Buyer’s transmittal of Buyer
Information to Boeing, and (vi) any Buyer preparations necessary for Buyer’s
electronic access to the Materials.


 


3.                                       Treatment of Materials.


 


3.1                                 All
Materials provided by Boeing to Buyer and not covered by a Boeing CSGTA or
other agreement between Boeing and Buyer defining Buyer’s right to use and
disclose the Materials and included information will be covered by, and subject
to the terms of this Purchase Agreement. 
Title to all Materials containing, conveying or embodying confidential,
proprietary or trade secret information (Proprietary Information) belonging to
Boeing or a third party (Proprietary Materials), will at all times remain with
Boeing or such third party.  Buyer will
treat all Proprietary Materials and all Proprietary Information in confidence
and use and disclose the same only as specifically authorized in this Purchase
Agreement.


 


3.2                                 Boeing grants to Buyer a worldwide,
non-exclusive, non-transferable license to use and disclose Proprietary
Materials in accordance with the terms and conditions of this Purchase
Agreement. Buyer is authorized to make copies of Materials (except for
Materials bearing the copyright legend of a third party), and all copies of
Proprietary Materials will belong to Boeing and be treated as Proprietary
Materials under this Purchase Agreement. Buyer will preserve all proprietary
legends, and all copyright notices on all Materials and insure the inclusion of
those legends and notices on all copies.


 


3.3                                 Buyer grants to Boeing a perpetual,
world-wide, non-exclusive non-transferable license to use and disclose Buyer
Information or derivative works thereof in Boeing data and information products
and services provided all indicia identifying Buyer Information as originating
from Buyer is removed from such Buyer Information.


 


3.4                                 Buyer
is authorized to use Proprietary Materials and Proprietary Information for the
purpose of: (a) operation, maintenance, repair, or modification of Buyer’s
aircraft for which the Proprietary Materials and Proprietary Information have
been specified by Boeing and (b) development and manufacture of training
devices and maintenance tools for use by Buyer.


 


3.5                                 Buyer is authorized to provide Proprietary
Materials to Buyer’s contractors for the sole purpose of maintenance, repair,
or modification of Buyer’s aircraft for which the Proprietary Materials have
been specified by Boeing.  In addition,
Buyer may provide Proprietary Materials to Buyer’s contractors for the sole
purpose of developing and manufacturing training devices and maintenance tools
for Buyer’s use.  Before providing
Proprietary Materials to its contractor, Buyer will first obtain a written
agreement from the contractor by which the contractor agrees (a) to use the
Proprietary Materials only on behalf of Buyer, (b) to be bound by all of the
restrictions and limitations of this Part D, and (c) that Boeing is a third
party beneficiary under the written agreement. 
Buyer agrees to provide


 


	
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BOEING PROPRIETARY


 
















 


copies of all such written
agreements to Boeing upon request and be liable to Boeing for any breach of
those agreements by a contractor.


 


3.6                                 When and to the extent required by a
government regulatory agency having jurisdiction over Buyer or Buyer’s Aircraft
***, Buyer is authorized to provide and disclose Proprietary Materials and
Proprietary Information, owned by Boeing, to the agency for the agency’s use in
connection with the Buyer’s operation, maintenance, repair, or modification of
its Aircraft.  Buyer agrees to take
reasonable steps to prevent such agency from making any distribution or
disclosure, or additional use of the Proprietary Materials and Proprietary
Information so provided or disclosed. 
Buyer further agrees to promptly notify Boeing upon becoming aware of
any (i) distribution, disclosure, or additional use by such agency,
(ii) request to such agency for distribution, disclosure, or additional
use, or (iii) intention on the part of such agency to distribute,
disclose, or make additional use of the Proprietary Materials or Proprietary
Information.


 


3.7                                 In the event of an Aircraft or Aircraft
systems related incident, Buyer may suspend, or block access to Buyer
Information pertaining to its Aircraft or fleet.  Such suspension may be for an indefinite
period of time.


 


4.                                       Materials Formats and Quantities.


 


Boeing will provide at ***
technical data and maintenance information equivalent to that traditionally
provided in the manuals and documents identified in the Attachment.  The format for this data and information is
not yet determined in all cases. 
Whenever possible Boeing will provide such data and information through
electronic access.


 


5.                                       Revision Service.


 


Further revisions to any
such Materials will be provided as set forth below:


 


5.1                                 The schedule for updating certain Materials
will be identified in the planning conference. 
Such updates will reflect changes to Materials developed by Boeing.


 


5.2                                 If Boeing receives written notice that Buyer
intends to incorporate, or has incorporated, any Boeing service bulletin in an
Aircraft, Boeing will update Materials reflecting the effects of such
incorporation into such Aircraft.


 


5.3           ***


 


6.                                       Supplier Technical Data.


 


6.1                                 For supplier-manufactured programmed
airborne avionics components and equipment classified as Seller Furnished
Equipment (SFE) or Seller Purchased Equipment
(SPE) which contains


 


	
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BOEING PROPRIETARY


 
















 


computer software designed and
developed in accordance with Radio Technical Commission for Aeronautics
Document No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178A
dated March 1985, or later as available, Boeing will request that each
supplier of the components and equipment make software documentation available
to Buyer.


 


6.2                                 The provisions of this Article 6 will not be
applicable to items of BFE.


 


6.3                                 Boeing will furnish to Buyer a document
identifying the terms and conditions of the product support agreements between
Boeing and its suppliers requiring the suppliers to fulfill Buyer’s
requirements for information and services in support of the Aircraft.


 


7.                                       Buyer Furnished Equipment Data.


 


Boeing will incorporate BFE
line maintenance information into the customized Materials providing Buyer
makes the information available to Boeing at least six (6) months prior to the
scheduled delivery month of each Aircraft. 
Boeing will incorporate such BFE line maintenance information into the
Materials prior to delivery of each Aircraft reflecting the configuration of
that Aircraft as delivered. Upon Buyer’s request, Boeing may provide update
service after delivery to such information subject to the terms of Part B,
Article 4 relating to Additional Services. 
Buyer agrees to furnish all BFE line maintenance information in Boeing’s
standard digital format.  Such
information will be prepared generally in accordance with ATA iSpec 2200.


 


8.                                       Buyer’s Shipping Address.


 


From time to time Boeing may
furnish certain Materials or updates to Materials by means other than
electronic access.  ***


 


9.                                       Advance Representative Materials.


 


Boeing will select all
advance representative Materials from available sources and whenever possible
will provide them through electronic access. 
Such advance Materials will be for advance planning purposes only.


 


10.                                 Customized Materials.


 


All customized Materials
will reflect the configuration of each Aircraft as delivered.


 


	
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BOEING PROPRIETARY


 
















 


Attachment to PA 2159 Exhibit C


Part C


Page 1


 


	
  ITEM

  	
   

  	
  NAME

  
	
   

  	
   

  
	
  A.

  	
   

  	
  FLIGHT
  OPERATIONS:

  
	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Airplane
  Flight Manual

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  NOTE:

  	
  A
  copy is placed aboard each airplane at delivery as required by FAR’s.

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Operations
  Manual and Quick Reference Handbook

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Planning
  and Performance Manual

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Weight
  and Balance Manual

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Dispatch
  Deviation Procedures Guide and Master Minimum Equipment List

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Flight
  Crew Training Manual

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Fault
  Reporting Manual

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Performance
  Engineer’s Manual

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Jet
  Transport Performance Methods

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  FMC
  Supplemental Data Document

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Operational
  Performance Software

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  ETOPS
  Guide Vol. III

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Flight
  Planning and Performance Manual

  
	
   

  	
   

  	
   

  
	
  B.

  	
   

  	
  MAINTENANCE

  
	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Maintenance
  Manual

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Wiring
  Diagram Manual

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  System
  Schematics Manual

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Structural
  Repair Manual

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Component
  Maintenance Manual

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Standard
  Overhaul Practices Manual

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Standard
  Wiring Practices Manual

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Nondestructive
  Test Manual

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Service
  Bulletins

  
					



 


	
  P.A. No. 2924

  	
   

  	
   C

  



C-A-1


BOEING PROPRIETARY


 
















 


Attachment to PA 2159 Exhibit C


Part C


Page 2


 


	
  ITEM

  	
   

  	
  NAME

  
	
   

  	
   

  	
   

  
	
  10.

  	
   

  	
  Service
  Bulletins Index

  
	
   

  	
   

  	
   

  
	
  11.

  	
   

  	
  Corrosion
  Prevention Manual

  
	
   

  	
   

  	
   

  
	
  12.

  	
   

  	
  Fault
  Isolation Manual

  
	
   

  	
   

  	
   

  
	
  13.

  	
   

  	
  Power
  Plant Buildup Manual (not available for Rolls Royce model engines)

  
	
   

  	
   

  	
   

  
	
  14.

  	
   

  	
  In-Service
  Activity Report

  
	
   

  	
   

  	
   

  
	
  15.

  	
   

  	
  All
  Operators Letter

  
	
   

  	
   

  	
   

  
	
  16.

  	
   

  	
  Service
  Letters

  
	
   

  	
   

  	
   

  
	
  17.

  	
   

  	
  Structural
  Item Interim Advisory

  
	
   

  	
   

  	
   

  
	
  18.

  	
   

  	
  Maintenance
  Tips

  
	
   

  	
   

  	
   

  
	
  19.

  	
   

  	
  Combined
  Index

  
	
   

  	
   

  	
   

  
	
  20.

  	
   

  	
  Configuration
  Data Base Generator User Guide

  
	
   

  	
   

  	
   

  
	
  21.

  	
   

  	
  Baggage/Cargo
  Loading Manual

  
	
   

  	
   

  	
   

  
	
  C.

  	
   

  	
  MAINTENANCE
  PLANNING

  
	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Maintenance
  Review Board Report

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Maintenance
  Planning Data Documents

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Maintenance
  Task Cards

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Maintenance
  Task Card Index

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Maintenance
  Inspection Intervals Report

  
	
   

  	
   

  	
   

  
	
  D.

  	
   

  	
  SPARES

  
	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Illustrated
  Parts Catalog

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Standards
  Books

  
	
   

  	
   

  	
   

  
	
  E.

  	
   

  	
  FACILITIES
  AND EQUIPMENT PLANNING

  
	
   

  	
   

  	
   

  
	
  1.

  	
   

  	
  Facilities
  and Equipment Planning Document

  
	
   

  	
   

  	
   

  
	
  2.

  	
   

  	
  Special
  Tool and Ground Handling Equipment Drawings

  
	
   

  	
   

  	
   

  
	
  3.

  	
   

  	
  Special
  Tool and Ground Handling Equipment Drawings Index

  
				



 


	
  P.A. No. 2924

  	
   

  	
   C

  



C-A-2


BOEING PROPRIETARY


 
















 


Attachment to PA 2159 Exhibit C


Part C


Page 3


 


	
  ITEM

  	
   

  	
  NAME

  
	
   

  	
   

  	
   

  
	
  4.

  	
   

  	
  Supplementary
  Tooling Documentation

  
	
   

  	
   

  	
   

  
	
  5.

  	
   

  	
  Illustrated
  Tool and Equipment List/Manual

  
	
   

  	
   

  	
   

  
	
  6.

  	
   

  	
  Aircraft
  Recovery Document

  
	
   

  	
   

  	
   

  
	
  7.

  	
   

  	
  Airplane
  Characteristics for Airport Planning

  
	
   

  	
   

  	
   

  
	
  8.

  	
   

  	
  Airplane
  Rescue and Fire Fighting Document

  
	
   

  	
   

  	
   

  
	
  9.

  	
   

  	
  Engine
  Ground Handling Document

  
	
   

  	
   

  	
   

  
	
  F.

  	
   

  	
  Configuration,
  Maintenance and Procedures for Extended Range Operations Document

  
	
   

  	
   

  	
   

  
	
  G.

  	
   

  	
  ETOPS
  Guide Vol. I

  
	
   

  	
   

  	
   

  
	
  H.

  	
   

  	
  ETOPS
  Guide Vol. II

  
	
   

  	
   

  	
   

  
	
  I.

  	
   

  	
  Supplier
  Technical Data

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1.

  	
  Service
  Bulletins

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  2.

  	
  Component
  Maintenance Manuals

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  3.

  	
  Component
  Maintenance Manuals and Index

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  4.

  	
  Publications
  Index

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  5.

  	
  Product
  Support Supplier Directory

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  6.

  	
  Supplier
  Product Support

  
	
   

  	
   

  	
   

  	
  and
  Assurance Agreement

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  7.

  	
  Fleet
  Statistical Data and Reporting

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  8.

  	
  Fleet
  Message and Fault Data views, charts, and reports

  
					



 


	
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BOEING PROPRIETARY


 
















 


PART E


 


INSURANCE.


 


1.                                       Insurance Requirements. Buyer will purchase *** will provide a
certificate of such insurance that names Boeing as an additional insured for
any and all claims and liabilities for injury to or death of any person or
persons, including employees of Buyer but not employees of Boeing, or for loss
of or damage to any property, including any aircraft, arising out of or in any
way relating to Materials, training, services, or other things provided under
this Exhibit C of the Agreement, whether or not arising in tort or occasioned
by the negligence of Boeing, except with respect to legal liability to persons
or parties other than Buyer or Buyer’s assignees arising out of an accident
caused solely by a product defect in an aircraft.  Buyer will provide such certificate of
insurance at least thirty (30) days prior to the scheduled delivery of the
first Aircraft under the Agreement.  The
insurance certificate will reference each Aircraft delivered to Buyer pursuant
to the Agreement.  Annual renewal
certificates will be submitted to Boeing before the expiration of the policy
periods.  ***forms of insurance
certificates state the terms, limits, provisions and coverages required by this
Article 1, were used ***  The failure of
Boeing to demand compliance with Article 1 in any year will not in any way relieve
Buyer of its obligations hereunder nor constitute a waiver by Boeing of these
obligations.


 


2.                                       Noncompliance with Insurance Requirements.  If
Buyer fails to comply with any of the insurance requirements of Article 1 or if
any of the insurers fails to pay a claim covered by the insurance or otherwise
fails to meet any of insurer’s obligations required by Appendix I, Buyer will
provide the same protection to Boeing as that required by Article 1 above.


 


3.                                       Definition of Boeing.  For
purposes of this Article, “Boeing” is defined as The Boeing Company, its
divisions, subsidiaries, affiliates, assignees of each, and their respective
directors, officers, employees, and agents.


 


	
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BOEING PROPRIETARY


 
















 


PART F


 


Alleviation or Cessation of Performance


 


Except
to the extent that Buyer has designated alternate locations, Boeing will not be
required to provide any Materials, services, training, or other things at a
facility designated by Buyer while:


 


1.                                       a labor stoppage or dispute in progress
involving Buyer exists;


 


2.                                       wars
or warlike operations, riots or insurrections in the country where such
facility is located exist;


 


3.                                       conditions at such facility which, in the
opinion of Boeing, are detrimental to the general health, welfare or safety of
its personnel and/or their families exist;


 


4.                                       the
United States Government refuses permission to any Boeing personnel or their
families to enter the country where such facility is located, or recommends that
any Boeing personnel or their families leave such country; or


 


5.                                       the United States Government refuses Boeing
permission to deliver goods or services, including Materials, services,
training or other things, to the country where such facility is located.


 


Boeing
further reserves the right, upon the occurrence of any of such events,
subsequent to the location of Boeing personnel at Buyer’s facility, to
immediately and without prior notice relocate its personnel and their families
to a place of Boeing’s choosing.  Any
delay resulting therefrom will be deemed a delay by mutual agreement.


 


	
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***


 





















 


ESCALATION ADJUSTMENT


 


AIRFRAME AND OPTIONAL FEATURES


 


 


between


 


 


THE BOEING COMPANY


 


 


and


 


NORTHWEST AIRLINES, INC.


 


 


Exhibit
D to Purchase Agreement Number 2924


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


1.                                       Formula.


 


Airframe Price and Optional
Features price adjustments (Airframe Price Adjustment) are used to allow prices
to be stated in current year dollars at the signing of this Purchase Agreement
and to adjust the amount to be paid by Customer at delivery for the effects of
economic fluctuation.  The Airframe Price
Adjustment will be determined at the time of Aircraft delivery in accordance
with the following formula:


 


	
   

  	
  Pa = (P+B)(L + M) - P

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Where:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pa =

  	
  Airframe Price Adjustment

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  L =

  	
  .65 x (ECI

  	
   

  
	
   

  	
   

  	
   

  	
           ECIb)

  	
  where ECIb is the base year index (as
  set forth in Table 1 of this Purchase Agreement)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M =

  	
  .35 x (ICI

  	
   

  
	
   

  	
   

  	
   

  	
           ICIb)

  	
  where ICIb is the base year index (as
  set forth in Table 1 of this Purchase Agreement)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P =

  	
  Airframe Price plus Optional Features Price (as
  set forth in Table 1 of this Purchase Agreement).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B =

  	
  0.005 x (N/12) x (P)

  	
  where N is the calendar month and year of
  scheduled Aircraft delivery minus the calendar month and year of the Base
  Price Year, both as shown in Table 1 of this Purchase Agreement.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ECI is a value determined using the U.S.
  Department of Labor, Bureau of Labor Statistics “Employment Cost Index for
  workers in aircraft manufacturing - Wages and Salaries” (ECI code 3721),
  calculated by establishing a three-month arithmetic average value
  (expressed as a decimal and rounded to the nearest tenth) using the values
  for the fifth, sixth and seventh months prior to the month of scheduled
  delivery of the applicable Aircraft. As the Employment Cost Index values are
  only released on a quarterly basis, the value released for the month of March
  

  
								



 


	
  P.A. No.
  2924

  	
   

  	
  1

  



BOEING PROPRIETARY


 





















 


	
   

  	
   

  	
  will be used for the months of January and
  February; the value for June used for April and May; the value for September
  used for July and August; and the value for December used for October and
  November.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ICI is a value determined using the U.S.
  Department of Labor, Bureau of Labor Statistics “Producer Prices and Price
  Index - Industrial Commodities Index “, calculated as a 3-month
  arithmetic average of the released monthly values (expressed as a decimal and
  rounded to the nearest tenth) using the values for the 5th, 6th and 7th
  months prior to the month of scheduled delivery of the applicable Aircraft.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As an example, for an Aircraft scheduled to be
  delivered in the month of January, the months June, July and August of the
  preceding year will be utilized in determining the value of ECI and ICI.

  



 


Note:                   i.                                          In determining the values of L and M, all
calculations and resulting values will be expressed as a decimal rounded to the
nearest ten-thousandth.


 


ii.                                       .65 is the numeric ratio attributed to labor
in the Airframe Price Adjustment formula.


 


iii.                                    .35 is the numeric ratio attributed to materials
in the Airframe Price Adjustment formula.


 


iv.                                   The denominators (base year indices) are the
actual average values reported by the U.S. Department of Labor, Bureau of Labor
Statistics.  The actual average values
are calculated as a 3-month arithmetic average of the released monthly
values (expressed as a decimal and rounded to the nearest tenth) using the
values for the 5th, 6th and 7th months prior to the airframe base year.  The applicable base year and corresponding
denominator is provided by Boeing in Table 1 of this Purchase Agreement.


 


iv.                                   The final value of Pa will be
rounded to the nearest dollar.


 


vi.                                    The Airframe Price Adjustment will not be
made if it will result in a decrease in the Aircraft Basic Price.


 


2.                                       Values to be Utilized in the Event of
Unavailability.


 


2.1                                 If the Bureau of Labor Statistics
substantially revises the methodology used for the determination of the values
to be used to determine the ECI and ICI values (in contrast to benchmark
adjustments or other corrections of previously released values), or for any
reason has not released values needed to determine the applicable Airframe
Price Adjustment, the parties will, prior to the delivery of any such


 


	
  P.A. No. 2924

  	
   

  	
  2

  



BOEING
PROPRIETARY


 





















 


Aircraft, select a substitute
from other Bureau of Labor Statistics data or similar data reported by
non-governmental organizations.  Such
substitute will result in the same adjustment, insofar as possible, as would have
been calculated utilizing the original values adjusted for fluctuation during
the applicable time period.


 


2.2                                 Notwithstanding Article 2.1 above, if prior
to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics
changes the base year for determination of the ECI and ICI values as defined
above, such re-based values will be incorporated in the Airframe Price
Adjustment calculation.


 


2.3                                 In the event escalation provisions are made
non-enforceable or otherwise rendered void by any agency of the United
States Government, the parties agree, to the extent they may lawfully do so, to
equitably adjust the Aircraft Price of any affected Aircraft to reflect an
allowance for increases or decreases in labor compensation and material costs
occurring since February of the price base year shown in the Purchase Agreement
which is consistent with the applicable provisions of paragraph 1 of this
Exhibit D.


 


Note:                   i.                                          The values released by the Bureau of Labor
Statistics and available to Boeing 30 days prior to the scheduled delivery
month of an Aircraft will be used to determine the ECI and ICI values for the
applicable months (including those noted as preliminary by the Bureau of Labor
Statistics) to calculate the Airframe Price Adjustment for the Aircraft invoice
at the time of delivery.  The values will
be considered final and no Airframe Price Adjustments will be made after
Aircraft delivery for any subsequent changes in published Index values.


 


ii.                                       The maximum number of digits to the right of
the decimal after rounding utilized in any part of the Airframe Price
Adjustment equation will be 4, where rounding of the fourth digit will be
increased to the next highest digit when the 5th digit is equal to 5 or
greater.


 


	
  P.A. No. 2924

  	
   

  	
  3

  



BOEING
PROPRIETARY


 





















 


ENGINE ESCALATION


 


 


between


 


THE BOEING COMPANY


 


and


 


NORTHWEST AIRLINES, INC.


 


Exhibit D to Purchase Agreement Number 2924


 


	
  P.A. No. 2924

  	
   

  	
  D

  



BOEING
PROPRIETARY
















 


Table 1 (GEnx Engines) to


Purchase Agreement No. 2924


Aircraft Delivery, Description, Price and Advance Payments


 


***


 





















 


Table 1 (GEnx Engines) to


Purchase Agreement No. 2924


Aircraft Delivery, Description, Price and Advance Payments


 


***


 





















 


Table 1 (Trent 1000 Engines) to


Purchase Agreement No. 2924


Aircraft Delivery, Description, Price and Advance Payments


 


***


 





















 


Table 1 (Trent 1000 Engines) to


Purchase Agreement No. 2924


Aircraft Delivery, Description, Price and Advance Payments


 


***


 





















 


1.                                       ENGINE ESCALATION.


 


(a)                                  The Aircraft Basic Price of each Aircraft set
forth in Table 1 of the Purchase Agreement includes an aggregate price for
General Electric Aircraft GENX series engines and all accessories, equipment
and parts provided by the engine manufacturer (Engines).  The adjustment in Engine Price applicable to
each Aircraft (Engine Price Adjustment) will be determined at the time of
Aircraft delivery in accordance with the following formula:


 


 


	
   

  	
  Pa
  = (P+B)(L + M) - P

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Where:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pa
  =

  	
  Engine
  Price Adjustment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  L
  =

  	
  .65
  x (ECI

  	
   

  
	
   

  	
   

  	
   

  	
           ECIb)

  	
  where
  ECIb is the base year index (as set forth in Table 1 of this Purchase
  Agreement)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M
  =

  	
  .35
  x (ICI

  	
   

  
	
   

  	
   

  	
   

  	
           ICIb)

  	
  where
  ICIb is the base year index (as set forth in Table 1 of this Purchase
  Agreement)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P
  =

  	
  Engine
  Price per Aircraft (as set forth in Table 1 of this Purchase Agreement).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B
  =

  	
  0.005
  x (N/12) x (P)

  	
  where
  N is the number of calendar months which have elapsed from the Airframe Price
  Base Year and Month up to and including the month of delivery, both as shown
  in Table 1 of the Purchase Agreement. 
  The entire calculation of 0.005 X (N/12) will be rounded to 4 places,
  and the final value of B will be rounded to the nearest dollar.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ECI
  is a value determined using the U.S. Department of Labor, Bureau of Labor
  Statistics “Employment Cost Index for workers in aircraft manufacturing -
  Wages and Salaries” (ECI code 3721), calculated by

  
								



 


	
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  establishing
  a three-month arithmetic average value (expressed as a decimal and
  rounded to the nearest tenth) using the values for the 11th, 12th
  and 13th months prior to the month of scheduled delivery of the
  applicable Aircraft.  As the Employment
  Cost Index values are only released on a quarterly basis, the value released
  for the month of March will be used for the months of January and February;
  the value for June used for April and May; the value for September used for
  July and August; and the value for December used for October and November.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ICI
  is a value determined using the U.S. Department of Labor, Bureau of Labor
  Statistics “Producer Prices and Price Index - Industrial Commodities Index “,
  calculated as a 3-month arithmetic average of the released monthly
  values (expressed as a decimal and rounded to the nearest tenth) using the values
  for the 11th, 12th and 13th months prior to
  the month of scheduled delivery of the applicable Aircraft.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As
  an example, for an Aircraft scheduled to be delivered in the month of
  January, the months June, July and August of the preceding year will be
  utilized in determining the value of ECI and ICI.

  



 


Note:                   i.                                          In determining the values of L and M, all
calculations and resulting values will be expressed as a decimal rounded to the
nearest ten-thousandth.


 


ii.                                       .65 is the numeric ratio attributed to labor
in the Engine Price Adjustment formula.


 


iii.                                    .35 is the numeric ratio attributed to
materials in the Engine Price Adjustment formula.


 


iv.                                   The denominators (base year indices) are the
actual average values reported by the U.S. Department of Labor, Bureau of Labor
Statistics.  The actual average values
are calculated as a 3-month arithmetic average of the released monthly
values (expressed as a decimal and rounded to the nearest tenth) using the
values for the 11th, 12th and 13th months
prior to the Engine Price base year.  The
applicable base year and corresponding denominator is provided by Boeing in
Table 1 of this Purchase Agreement.


 


v.                                      The final value of Pa will be
rounded to the nearest dollar.


 


vi.                                   The Engine Price Adjustment will not be made
if it will result in a decrease in the Engine Price.


 


	
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2.                                       Values to be Utilized in the Event of
Unavailability.


 


2.1                                 If the Bureau of Labor Statistics
substantially revises the methodology used for the determination of the values
to be used to determine the ECI and ICI values (in contrast to benchmark
adjustments or other corrections of previously released values), or for any
reason has not released values needed to determine the applicable Engine Price
Adjustment, General Electric Aircraft agrees to meet jointly with Boeing and
the Buyer (to the extent such parties may lawfully do so) prior to the delivery
of any such Aircraft, to select a substitute from other Bureau of Labor
Statistics data or similar data reported by non-governmental
organizations.  Such substitute will
result in the same adjustment, insofar as possible, as would have been
calculated utilizing the original values adjusted for fluctuation during the
applicable time period.


 


2.2                                 Notwithstanding Article 2.1 above, if prior
to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics
changes the base year for determination of the ECI and ICI values as defined
above, such re-based values will be incorporated in the Engine Price Adjustment
calculation.


 


2.3                                 In the event escalation provisions are made
non-enforceable or otherwise rendered void by any agency of the United
States Government, the parties agree, to the extent they may lawfully do so, to
equitably adjust the Engine Price of any affected Aircraft to reflect an
allowance for increases or decreases consistent with the applicable provisions
of paragraph 1 of this Exhibit D in labor compensation and material costs
occurring since August of the year prior to the price base year shown in the
Purchase Agreement.


 


Note:                   i.                                          The values released by the Bureau of Labor
Statistics and available to Boeing 30 days prior to the first day of the
scheduled delivery month of an Aircraft will be used to determine the ECI and
ICI values for the applicable months (including those noted as preliminary by
the Bureau of Labor Statistics) to calculate the Engine Price Adjustment for
the Aircraft invoice at the time of delivery. 
The values will be considered final and no Engine Price Adjustments will
be made after Aircraft delivery for any subsequent changes in published Index
values.


 


ii.                                       The maximum number of digits to the right of
the decimal after rounding utilized in any part of the Engine Price Adjustment
equation will be 4, where rounding of the fourth digit will be increased to the
next highest digit when the 5th digit is equal to 5 or greater.


 


	
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ENGINE ESCALATION 


 


 


between


 


THE BOEING COMPANY


 


and


 


NORTHWEST AIRLINES, INC.


 


Exhibit D to Purchase Agreement Number 2294


 


	
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1.                                       ENGINE ESCALATION.


 


The
Aircraft Basic Price of each Aircraft set forth in Table 1 of the Purchase
Agreement includes an aggregate price for Rolls-Royce plc Trent 1000 series
engines and all accessories, equipment and parts provided by the engine
manufacturer (Engines).  The adjustment
in Engine Price applicable to each Aircraft (Engine Price Adjustment) will be
determined at the time of Aircraft delivery in accordance with the following
formula:


 


	
   

  	
  Pa
  = (P+B)(L + M) - P

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  Where:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Pa
  =

  	
  Engine
  Price Adjustment.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  L
  =

  	
  .65
  x (ECI

  	
   

  
	
   

  	
   

  	
   

  	
           ECIb)

  	
  where
  ECIb is the base year index (as set forth in Table 1 of this Purchase
  Agreement)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  M
  =

  	
  .35
  x (ICI

  	
   

  
	
   

  	
   

  	
   

  	
           ICIb)

  	
  where
  ICIb is the base year index (as set forth in Table 1 of this Purchase
  Agreement)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  P
  =

  	
  Engine
  Price per Aircraft (as set forth in Table 1 of this Purchase Agreement).

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  B
  =

  	
  0.005
  x (N/12) x (P)

  	
  where
  N is the number of calendar months which have elapsed from the Airframe Price
  Base Year and Month up to and including the month of delivery, both as shown
  in Table 1 of the Purchase Agreement. 
  The entire calculation of 0.005 X (N/12) will be rounded to 4 places,
  and the final value of B will be rounded to the nearest dollar.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ECI
  is a value determined using the U.S. Department of Labor, Bureau of Labor
  Statistics “Employment Cost Index for workers in aircraft manufacturing -
  Wages and Salaries” (ECI code 3721), calculated by establishing a three-month
  arithmetic average value (expressed as a 

  
								



 


	
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  decimal
  and rounded to the nearest tenth) using the values for the eleventh, twelfth
  and thirteenth months prior to the month of scheduled delivery of the applicable
  Aircraft.  As the Employment Cost Index
  values are only released on a quarterly basis, the value released for the
  month of March will be used for the months of January and February; the value
  for June used for April and May; the value for September used for July and
  August; and the value for December used for October and November.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  ICI
  is a value determined using the U.S. Department of Labor, Bureau of Labor
  Statistics “Producer Prices and Price Index - Industrial Commodities Index “,
  calculated as a 3-month arithmetic average of the released monthly
  values (expressed as a decimal and rounded to the nearest tenth) using the
  values for the 11th, 12th and 13th months prior to the month of scheduled
  delivery of the applicable Aircraft.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  As
  an example, for an Aircraft scheduled to be delivered in the month of
  January, the months June, July and August of the preceding year will be
  utilized in determining the value of ECI and ICI..

  



 


Note:                   i.              In determining the values of L and M, all
calculations and resulting values will be expressed as a decimal rounded to the
nearest ten-thousandth.


 


ii.             .65 is the numeric ratio attributed to labor
in the Engine Price Adjustment formula.


 


iii.            .35 is the numeric ratio attributed to
materials in the Engine Price Adjustment formula.


 


iv.             The denominators (base year indices) are the
actual average values reported by the U.S. Department of Labor, Bureau of Labor
Statistics.  The actual average values
are calculated as a 3-month arithmetic average of the released monthly
values (expressed as a decimal and rounded to the nearest tenth) using the
values for the 11th, 12th and 13th months prior to the Engine Price base
year.  The applicable base year and
corresponding denominator is provided by Boeing in Table 1 of this Purchase
Agreement.


 


v.             The final value of Pa will be
rounded to the nearest dollar.


 


vi.            The Engine Price Adjustment will not be made
if it will result in a decrease in the Engine Price.


 


	
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2.                                       Values to be Utilized in the Event of
Unavailability.


 


2.1                                 If the Bureau of Labor Statistics
substantially revises the methodology used for the determination of the values
to be used to determine the ECI and ICI values (in contrast to benchmark
adjustments or other corrections of previously released values), or for any
reason has not released values needed to determine the applicable Engine Price
Adjustment, Rolls-Royce plc agrees to meet jointly with Boeing and the Buyer
(to the extent such parties may lawfully do so) prior to the delivery of any
such Aircraft, select a substitute from other Bureau of Labor Statistics data
or similar data reported by non-governmental organizations.  Such substitute will result in the same
adjustment, insofar as possible, as would have been calculated utilizing the
original values adjusted for fluctuation during the applicable time period.


 


2.2                                 Notwithstanding Article 2.1 above, if prior
to the scheduled delivery month of an Aircraft the Bureau of Labor Statistics
changes the base year for determination of the ECI and ICI values as defined
above, such re-based values will be incorporated in the Engine Price Adjustment
calculation.


 


2.3                                 In the event escalation provisions are made
non-enforceable or otherwise rendered void by any agency of the United
States Government, the parties agree, to the extent they may lawfully do so, to
equitably adjust the Engine Price of any affected Aircraft to reflect an
allowance for increases or decreases consistent with the applicable provisions
of Paragraph 1 of this Supplemental Exhibit EE1 in labor compensation and
material costs occurring since February of the price base year shown in the
Purchase Agreement.


 


Note:                   i.                                          The values released by the Bureau of Labor
Statistics and available to Boeing 30 days prior to the first day of the
scheduled delivery month of an Aircraft will be used to determine the ECI and
ICI values for the applicable months (including those noted as preliminary by
the Bureau of Labor Statistics) to calculate the Engine Price Adjustment for
the Aircraft invoice at the time of delivery. 
The values will be considered final and no Engine Price Adjustments will
be made after Aircraft delivery for any subsequent changes in published Index
values.


 


ii.                                       The maximum number of digits to the right of
the decimal after rounding utilized in any part of the Engine Price Adjustment
equation will be 4, where rounding of the fourth digit will be increased to the
next highest digit when the 5th digit is equal to 5 or greater.


 


	
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BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT


 


between


 


THE BOEING COMPANY


 


and


 


NORTHWEST AIRLINES, INC.


 


 


Exhibit E


 


To


 


Purchase Agreement Number 2924


 


	
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PROPRIETARY


 





















 


BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT


 


Dated


 


Relating
to


 


BOEING MODEL 787 AIRCRAFT


 


This Buyer Furnished
Equipment Provisions Document is Exhibit E to and forms a part of Purchase
Agreement No. 2924, between The Boeing Company (Boeing) and Norhwest Airlines,
Inc. (Buyer) relating to the purchase of Boeing Model 787 aircraft.


 


	
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BOEING
PROPRIETARY


 





















 


BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT


 


1.                                       General.


 


Certain equipment to be
installed in the Aircraft is furnished to Boeing by Buyer at Buyer’s
expense.  This equipment is designated “Buyer
Furnished Equipment” (BFE) and is listed in the Detail Specification.  Boeing will provide to Buyer 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, when available, will be
provided to Buyer.


 


2.                                       Supplier Selection.  Buyer
will:


 


2.1                                 Select
and notify Boeing of the suppliers of BFE items by those dates appearing in
Supplemental Exhibit BFE1.


 


2.2                                 Meet
with Boeing and such selected BFE suppliers promptly after such selection to:


 


2.2.1        complete
BFE configuration design requirements for such BFE; and


 


2.2.2        confirm
technical data submittal requirements for BFE certification.


 


3.                                       Buyer’s Obligations. 
Buyer will:


 


3.1                                 comply
with and cause the supplier to comply with the provisions of the BFE Document
or BFE Report;


 


3.1.1        deliver
technical data (in English) to Boeing as required to support installation and
FAA certification in accordance with the schedule provided by Boeing or as
mutually agreed upon during the BFE meeting referred to above;


 


3.1.2        deliver
BFE including production and/or flight training spares and BFE Aircraft
Software to Boeing in accordance with the quantities and schedule provided
therein; and


 


3.1.3        assure
that all BFE Aircraft Software is delivered in compliance with Boeing’s
then-current Standards for Loadable Systems;


 


	
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3.1.4        assure
that all BFE parts are delivered to Boeing with appropriate quality assurance
documentation;


 


3.2           authorize
Boeing to discuss all details of the BFE directly with the BFE suppliers;


 


3.3           authorize
Boeing to conduct or delegate to the supplier quality source inspection and
supplier hardware acceptance of BFE at the supplier location;


 


3.3.1        require
supplier’s contractual compliance to Boeing defined quality assurance
requirements, source inspection programs and supplier delegation programs,
including availability of adequate facilities for Boeing resident personnel;
and


 


3.3.2        assure
that all BFE supplier’s quality systems are approved to Boeing’s then current
standards for such systems;


 


3.4           obtain
from supplier a non-exclusive, perpetual, royalty-free, irrevocable license for
Boeing to copy BFE Aircraft Software. 
The license is needed to enable Boeing to load the software copies in (i)
the aircraft’s mass storage device (MSD), (ii) media (e.g., diskettes, CD-ROMs,
etc.), (iii) the BFE hardware and/or (iv) an intermediate device or other media
to facilitate copying of the BFE Aircraft Software into the aircraft’s MSD, BFE
hardware and/or media, including media as Boeing may deliver to Buyer with the
aircraft;


 


3.5           grant
Boeing a license, extending the same rights set forth in paragraph 3.4 above,
to copy:  a)  BFE Aircraft Software and data Buyer has
modified and/or b) other software and data Buyer has added to the BFE Aircraft
Software;


 


3.6           provide
necessary field service representation at Boeing’s facilities to support Boeing
on all issues related to the installation and certification of BFE;


 


3.7           deal
directly with all BFE suppliers to obtain overhaul data, provisioning data,
related product support documentation and any warranty provisions applicable to
the BFE;


 


3.8           work
closely with Boeing and the BFE suppliers to resolve any difficulties,
including defective equipment, that arise;


 


	
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3.9           be
responsible for modifying, adjusting and/or calibrating BFE as required for FAA
approval and for all related expenses;


 


3.10         assure that
a proprietary information agreement is in place between Boeing and BFE
suppliers prior to Boeing providing any documentation to such suppliers,


 


3.11         warrant that
the BFE will comply with all applicable FARs and the U.S. Food and Drug
Administration (FDA) sanitation requirements for installation and use in the
Aircraft at the time of delivery.  Buyer
will be responsible for supplying any data and adjusting, calibrating,
re-testing or updating such BFE and data to the extent necessary to obtain
applicable FAA and FDA approval and shall bear the resulting expenses.


 


3.12         warrant that
the BFE will meet the requirements of the Detail Specification; and


 


3.13         be
responsible for providing equipment which is FAA certifiable at time of
Aircraft delivery, or for obtaining waivers from the applicable regulatory
agency for non-FAA certifiable equipment.


 


4.                                       Boeing’s Obligations.


 


Other than as set forth
below, Boeing will provide for the installation of and install the BFE and
obtain certification of the Aircraft with the BFE installed.


 


5.                                       Nonperformance by Buyer.


 


If Buyer’s nonperformance of
obligations in this Exhibit or in the BFE Document causes a delay in the
delivery of the Aircraft or causes Boeing to perform out-of-sequence
or additional work, Buyer will reimburse Boeing for all resulting expenses and
be deemed to have agreed to any such delay in Aircraft delivery.  In addition Boeing will have the right to:


 


5.1           provide
and install specified equipment or suitable alternate equipment and increase
the price of the Aircraft accordingly; and/or


 


5.2           deliver
the Aircraft to Buyer without the BFE installed.


 


6.                                       Return of Equipment.


 


BFE not installed in the
Aircraft will be returned to Buyer in accordance with Buyer’s instructions and
at Buyer’s expense.


 


	
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7.                                       Title and Risk of Loss.


 


7.1                                 With
respect to Aircraft manufactured in the State of Washington, title to and risk
of loss of BFE provided for such Aircraft will at all times remain with Buyer
or other owner.  Boeing will have only
such liability for BFE as a bailee for mutual benefit would have, but will not
be liable for loss of use.


 


7.2                                 With
respect to Aircraft manufactured in the State of California, Buyer agrees to
sell and Boeing agrees to purchase each item of BFE concurrently with its
delivery to Boeing.  A reasonable shipset
price for the BFE shall be established with Buyer.  Buyer and Boeing agree that the Aircraft Price
will be increased by the amount of said shipset price and such amount will be
included on Boeing’s invoice at time of Aircraft delivery.  Boeing’s payment for the purchase of each
shipset of BFE from Buyer will be made at the time of delivery of the Aircraft
in which the BFE is installed.


 


8.                                       Interchange of BFE


 


To
properly maintain Boeing’s production flow and to preserve Boeing’s delivery
commitments, Boeing reserves the right, if necessary, due to equipment
shortages or failures, to interchange new items of BFE acquired from or for
Buyer with new items of the same part numbers acquired from or for other Buyers
of Boeing.  Used BFE acquired from Buyer
or from other Buyers of Boeing will not be interchanged.


 


9.                                       Indemnification of Boeing.


 


Buyer hereby indemnifies and
holds harmless Boeing from and against all claims and liabilities, including
costs and expenses (including attorneys’ fees) incident thereto or incident to
successfully establishing the right to indemnification, for injury to or death
of any person or persons, including employees of Buyer but not employees of
Boeing, or for loss of or damage to any property, including any Aircraft,
arising out of or in any way connected with any nonconformance or defect in any
BFE and whether or not arising in tort or occasioned by the negligence of
Boeing.  This indemnity will not apply
with respect to any nonconformance or defect caused solely by Boeing’s
installation of the BFE.


 


10.                                 Patent Indemnity.


 


Buyer hereby indemnifies and
holds harmless Boeing from and against all claims, suits, actions, liabilities,
damages and costs arising out of any actual or alleged infringement of any
patent or other intellectual property rights by BFE or arising out of the
installation, sale or use of BFE by Boeing.


 


	
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BOEING PROPRIETARY


 





















 


11.                                 Definitions.


 


For the purposes of the
above indemnities, the term “Boeing” includes The Boeing Company, its
divisions, subsidiaries and affiliates, the assignees of each, and their
directors, officers, employees and agents.


 


	
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BOEING PROPRIETARY


 





















 


AIRCRAFT DELIVERY
REQUIREMENTS AND RESPONSIBILITIES


 


between


 


THE BOEING COMPANY


 


and


 


NORTHWEST AIRLINES, INC.


 


Exhibit F to Purchase Agreement Number 2924


 


 


	
  P.A. No. 2924

  	
  F

  
	
  BOEING PROPRIETARY

  



 





















 


Exhibit F to


Purchase Agreement No. 2924


Page 1


 


AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES


 


relating to


 


BOEING MODEL 787 AIRCRAFT


 


Both Boeing and Buyer
have certain documentation and approval responsibilities at various times
during the construction cycle of Buyer’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.


 


1.                                       GOVERNMENT
DOCUMENTATION REQUIREMENTS.


 


Certain actions are
required to be taken by Buyer 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, Buyer 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, Buyer 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.


 


Buyer 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 after
delivery to Buyer.


 


1.2.2                                 Non-U.S.
Registered Aircraft.  If Buyer
requires a United States Certificate of Sanitary Construction at the time of
delivery of the Aircraft, Buyer 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 


 


	
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Exhibit F to


Purchase Agreement No. 2924


Page 2


 


the United States Public
Health Service and present it to Buyer 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, Buyer 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, Buyer will furnish to Boeing
not later than 20 days prior to delivery all
information required by U.S. Customs or U.S. Immigration and Naturalization
Service, including without limitation (i) a complete crew and passenger
list identifying the names, birth dates, passport numbers and passport
expiration dates of all crew and passengers and (ii) a complete ferry
flight itinerary, including point of exit from the United States for the
Aircraft.


 


If Buyer intends, during
the ferry flight of an Aircraft, to land at a U.S. airport after clearing
Customs at delivery, Buyer must notify Boeing not later than 20 days prior to delivery of such intention.  If Boeing receives such notification, Boeing
will provide to Buyer 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 to Buyer 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, Buyer 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 Part E of Exhibit C of the Purchase Agreement.


 


	
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  BOEING PROPRIETARY

  



 





















 


Exhibit F to


Purchase Agreement No. 2924


Page 3


 


3.                                       NOTICE
OF FLYAWAY CONFIGURATION.


 


Not
later than 20 days prior to delivery of the
Aircraft, Buyer 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 Buyer’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.


 


4.                                       DELIVERY
ACTIONS BY BOEING.


 


4.1                       Schedule of
Inspections.  All FAA, Boeing, Buyer
and, if required, U.S. Customs Bureau inspections will be scheduled by Boeing
for completion prior to delivery or departure of the Aircraft.  Buyer will be informed of such schedules.


 


4.2                       Schedule of
Demonstration Flights.  All FAA and Buyer
demonstration flights will be scheduled by Boeing for completion prior to
delivery of the Aircraft.


 


4.3                       Schedule for
Buyer’s Flight Crew.  Boeing will
inform Buyer of the date that a flight crew is required for acceptance routines
associated with delivery of the Aircraft.


 


	
  P.A. No. 2924

  	
  F-3

  
	
  BOEING PROPRIETARY

  



 





















 


Exhibit F to


Purchase Agreement No. 2924


Page 4


 


4.4                       Fuel
Provided by Boeing.  Boeing will
provide to Buyer, 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

  
	
  787

  	
   

  	
  ***

  



 


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 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 Bill of Sale, indicating transfer of title to the Aircraft to Buyer.


 


4.7                       Delegation
of Authority.  If specifically
requested in advance by Buyer, 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.


 


5.                                       DELIVERY
ACTIONS BY BUYER.


 


5.1                       Aircraft
Radio Station License.  At delivery Buyer
will provide its Aircraft Radio Station License to be placed on board the
Aircraft following delivery.


 


5.2.                    Aircraft
Flight Log.  At delivery Buyer will
provide the Aircraft Flight Log for the Aircraft.


 


5.3                       Delegation
of Authority.  Buyer will present to
Boeing at delivery of the Aircraft an original or certified copy of Buyer’s
Delegation of Authority designating and authorizing certain persons to act on
its behalf in connection with delivery of the specified Aircraft.


 


	
  P.A. No. 2924

  	
  F-4

  
	
  BOEING PROPRIETARY

  



 





















 


6-1162-SKC-971


 


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


	
  Subject:

  	
   

  	
  Aircraft
  Performance Guarantees

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines, Inc. (Customer) relating to Model 787-8
  Aircraft (Aircraft).

  



 


This letter agreement (Letter Agreement) amends and
supplements 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 for the 787-8 equipped with General
Electric GEnx engines (Attachment A and B) and Rolls Royce Trent 1000 engines
(Attachment C and D).  Except as set
forth therein, these guarantees are exclusive and expire upon delivery of the
Aircraft to Customer provided, however, ***


 


Customer agrees not to
disclose this Letter Agreement, attachments, or any other information related
to this Letter Agreement without prior written consent by Boeing, except as
otherwise required by law.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-971


Page 2


 


Very truly yours,


 


THE BOEING COMPANY


 


 


	
  By

  	
   ***

  	
   

  	
   

  
	
   

  	
   

  
	
  Its 

  	
  Attorney-In-Fact

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
     May 5,
  2005

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NORTHWEST
  AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
       ***

  	
   

  	
   

  
	
   

  	
   

  
	
  Its 

  	
  President & CEO

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attachments

  	
   

  
							



 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


MODEL
787-8 PERFORMANCE GUARANTEES


 


FOR
NORTHWEST AIRLINES,  INC.


 


	
   

  	
  SECTION

  	
   

  	
  CONTENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  AIRCRAFT MODEL APPLICABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
  FLIGHT PERFORMANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
  SOUND LEVELS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
  MANUFACTURER’S EMPTY WEIGHT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
  AIRCRAFT CONFIGURATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  GUARANTEE CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7

  	
   

  	
  GUARANTEE COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8

  	
   

  	
  EXCLUSIVE GUARANTEES

  	
   

  



 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


1                                                                                         AIRCRAFT MODEL APPLICABILITY


 


The guarantees
contained in this Attachment (the “Performance Guarantees”) are applicable to
the 787-8 Aircraft with a maximum takeoff weight of ***, a maximum landing
weight of ***, a maximum zero fuel weight of
***, a fuel capacity of ***, equipped with Boeing furnished GEnx engines
operated at a Boeing equivalent thrust *** and flat rated to ***.


 


2                                                                                         FLIGHT PERFORMANCE


 


2.1                                                                               Takeoff


 


2.1.1                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a *** runway, satisfying the conditions defined below, and using maximum
takeoff thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.2                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a *** runway, satisfying the conditions defined below, and using maximum
takeoff thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.3                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a *** wet smooth runway, 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


satisfying the conditions defined below, and using maximum takeoff
thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.4                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a *** runway, satisfying the conditions defined below, and using maximum
takeoff thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


The runway slope
is *** percent downhill.


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.2                                                                               Landing


 


2.2.1                                                                     The FAA approved landing field length at
a gross weight of *** and at a sea level altitude, shall not be more than the
following guarantee value:


 


***


 


2.2.2                                                                     The FAA approved approach and landing
climb limited gross weight at a temperature of ***, at an altitude of ***, and
with the Aircraft configuration used to show compliance with Paragraph 2.2.1,
shall not be less than the following guarantee value:


 


***


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


2.3                                                                               Enroute One-Engine-Inoperative Altitude


 


The FAA approved enroute one-engine-inoperative altitude at which the
available gross climb gradient equals 1.1 percent at a gross weight of *** on a
standard day using not more than maximum continuous thrust, shall not be less
than the following guarantee value:


 


***


 


2.4                                                                               Speed


 


The level flight
speed at a gross weight of *** on a standard day at an altitude of *** and
using not more than maximum cruise thrust, shall not be less than the following
guarantee value:


 


***


 


2.5                                                                               Maximum Operating Speed


 


The FAA approved maximum operating speed shall not be less than *** up to the altitude of ***,
*** above *** and up to the altitude of ***, and *** number above ***.


 


2.6                                                                               All Engine Climb


 


The time, fuel
burn and distance in still air to climb from an initial climb altitude of ***
to a final climb altitude of *** on a standard day, using the conditions and
operating rules defined below and using not more than maximum climb
thrust, shall not be more than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


	
  Initial Conditions:

  	
  A gross weight of ***.

  

  A speed of ***.

  

  The flaps and landing gear are retracted.

  
	
   

  	
   

  
	
  Climb:

  	
  The Aircraft climbs
  from *** above the departure airport altitude to *** altitude at ***.

  



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


	
   

  	
  The Aircraft then
  accelerates at a rate of climb of *** to the recommended climb speed for
  minimum block fuel.

  
	
   

  	
   

  
	
   

  	
  The climb continues at
  the recommended climb speed for minimum block fuel until *** number is
  reached.

  
	
   

  	
   

  
	
   

  	
  The climb continues at
  *** number to the initial cruise altitude.

  
	
   

  	
   

  
	
   

  	
  The temperature is
  standard day during climb.

  
	
   

  	
   

  
	
   

  	
  Maximum climb thrust is
  used during climb.

  



 


2.7                                                                               Range


 


2.7.1                                                                     Cruise Range


 


The still air
range at an initial cruise altitude of *** on a standard day at *** number,
starting at a gross weight of *** and consuming *** of fuel, and using not more
than maximum cruise thrust (except maximum climb thrust may be used during a
step climb) and using the conditions and operating rules defined below,
shall not be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


A step climb or multiple
step climbs of *** altitude may be used when beneficial to minimize fuel burn.


 


2.7.2                                                                     Fleet Average Cruise Range


 


The average still
air range for a fleet of at least *** at an initial cruise altitude of *** on a
standard day at *** number, starting at a gross weight of *** and consuming ***
of fuel, and using not more than maximum cruise thrust (except maximum climb
thrust may be used during a step climb) and using the conditions and operating rules defined
below, shall not be less than the following guarantee value:


 


***


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


Conditions and
operating rules:


 


A step climb or multiple
step climbs of *** altitude may be used when beneficial to minimize fuel burn.


 


2.8                                                                               Mission


 


2.8.1                                                                     Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route in the winter
season) using the conditions and operating rules defined below, shall not
be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


The takeoff gross weight
shall conform to FAA Regulations.


 


***


 


2.8.2                                                                     Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route during the
summer season) using the conditions and operating rules defined below,
shall not be less than the following guarantee value:


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.1 except as follows:


 


***


 


	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  

  ***

  
	
   

  	
   

  
	
   

  	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  ***

  



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


2.8.3                                                                     ***


 


The payload for a
stage length of ***in still air (representative of a *** route during the
summer season) using the conditions and operating rules defined below,
shall not be less than the following guarantee value:


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.2 except as follows:


 


***


 


2.8.4                                                                     Fleet Average Mission Payload


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route in the winter season) using the conditions
and operating rules defined below, shall not be less than the following
guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.1


 


2.8.5                                                                     Fleet Average Mission Payload


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route during the summer season) using the
conditions and operating rules defined below, shall not be less than the
following guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.2


 


2.8.6                                                                     ***


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route during the summer season) using the
conditions and operating rules defined below, shall not be less than the
following guarantee value:


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.3


 


2.8.7                                                                     Mission Block Fuel


 


The block fuel for
a stage length of *** in still air (representative of an average stage length
mission) with a *** payload using the conditions and operating rules defined
below, shall not be more than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
   

  	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  *** 

  
	
   

  	
   

  
	
   

  	
  For information
  purposes, the reserve fuel is based on a standard day temperature and a) a
  fuel allowance equivalent to *** of continued cruise starting at the end of
  the mission cruise altitude and weight at *** b) a contingency fuel allowance
  equivalent to a *** hold in a racetrack pattern at *** at destination landing
  weight, c) a takeoff and climbout maneuver *** and climb, cruise *** and
  descent to a *** nautical mile alternate, d) an approach and landing maneuver
  *** at the alternate airport plus an approach fuel pad of *** pounds as
  specified by the Buyer, and e) a *** 
  hold in a racetrack pattern at *** above the alternate airport at the
  actual ***.

  



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


2.8.8                                                                     Fleet Average Mission Block Fuel


 


The fleet average
block fuel for a fleet of at least *** for a stage length of *** in still air
(representative of an average stage length mission) with a *** payload using
the conditions and operating rules defined below, shall not be more than
the following guarantee value:


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.7


 


2.8.9                                                                     Operational
Empty Weight Basis


 


The
Operational Empty Weight (OEW) derived in Paragraph 2.8.10 is the basis for the
mission guarantees of Paragraphs 2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, 2.8.6,
2.8.7, and 2.8.8.


 


2.8.10                                                              Weight
Summary - Northwest Airlines


 


2.8.11                                                              ***


 


2.8.12                                                              ***


 


3                                                                                         SOUND LEVELS


 


3.1                                                                               Community Sound Levels


 


The
Aircraft shall be certified in accordance with Stage 4 requirements of 14CFR Part 36,
and ICAO Annex 16, Volume 1, Chapter 4.


 


3.2                                                                               Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule


 


The Cumulative Noise Certification Margin to
the Chapter 4 / Stage 4 Rule shall not be less than ***.


 


3.3                                                                               Interior Sound Levels in Flight


 


The sound level at
the head position of a seated pilot or passenger during cruise shall not be
more than the following guarantee value:


 


A-Weighted Sound
Pressure Levels


 


	
  Pilot’s Inboard Ear

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Passenger Aisle Seats

  	
   

  	
  ***

  
	
  Forward of ***

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Passenger Aisle Seats

  	
   

  	
  ***

  
	
  At ***

  	
   

  	
   

  



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


Speech
Interference Levels


 


	
  Pilot’s Inboard Ear

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Passenger Aisle Seats

  	
   

  	
  ***

  
	
  At ***

  	
   

  	
   

  



 


4                                                                                         MANUFACTURER’S EMPTY WEIGHT


 


4.1                                                                               The Manufacturer’s Empty Weight (MEW) is
guaranteed not to exceed the value in Section 03-60-00 of Detail
Specification TBD ***.


 


4.2                                                                               The Maximum Structural Payload, as
represented by the maximum design ***, shall
not be less than the following guarantee value for any individual aircraft:


 


***


 


4.3                                                                               The Fleet Average Manufacturer’s Empty
Weight (MEW) for a fleet of at least ***, as defined by the average of the
individual Aircraft MEWs at delivery from Paragraph 4.1 above, is guaranteed
not to exceed the average of the individual Aircraft MEWs in Section 03-60-00
of Detail Specification TBD ***.


 


4.4                                                                               The Fleet Average
Maximum Structural Payload for a fleet of at least ***, as
represented by the maximum design *** from Paragraph 2.8.11, shall not be less than the following guarantee
value:


 


***


 


5                                                                                         AIRCRAFT CONFIGURATION


 


5.1                                                                               The guarantees contained in this
Attachment are based on the Aircraft configuration as defined in the original
release of Detail Specification TBD (hereinafter referred to as the Detail
Specification).  Appropriate adjustment
shall be made for changes in such Detail Specification approved by the Buyer
and Boeing or otherwise allowed by the Purchase Agreement which cause changes
to the flight performance, sound levels, and/or weight and balance of the
Aircraft.  Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the guarantees.


 


5.2                                                                               The guarantee payloads of Paragraphs
2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, and 2.8.6, the specified payloads of
Paragraphs 2.8.7 and 2.8.8, the Maximum Structural Payload guarantee of
Paragraph 4.2 and the Fleet Average 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


Maximum Structural Payload guarantee of Paragraph 4.4 will be adjusted
by Boeing for the effect of the following on OEW, and the Manufacturer’s Empty
Weight guarantee of Paragraph 4.1 and the Fleet Average Manufacturer’s Empty
Weight guarantee of Paragraph 4.3 will be adjusted by Boeing for the following
in its evidence of compliance with the guarantees:


 


(1)        Changes to the Detail Specification or
any other changes that are present in the Aircraft at delivery prior to
incorporation to the Detail Specification mutually agreed upon between the
Buyer and Boeing or otherwise allowed by the Purchase Agreement.


 


(2)        The difference between the component
weight allowances given in Appendix IV of the Detail Specification and the
actual seat weights.


 


6                                                                                         GUARANTEE CONDITIONS


 


6.1                                                                               ***.


 


6.2                                                                               The FAA Regulations (FAR) referred to in
this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1
through 25-112, subject to the approval of the Federal Aviation Administration.


 


6.3                                                                               In the event a change is made to any law,
governmental regulation or requirement, or in the interpretation of any such
law, governmental regulation or requirement that affects the certification
basis for the Aircraft as described in Paragraphs 3.1 and 6.2, and as a result
thereof, a change is made to the configuration and/or the performance of the
Aircraft in order to obtain certification, the guarantees set forth in this
Attachment shall be appropriately modified to reflect any such change.


 


6.4                                                                               ***


 


6.5                                                                               ***


 


6.6                                                                               ***


 


6.7                                                                               ***


 


6.8                                                                               ***


 


6.9                                                                               ***


 


6.10                                                                        ***


 


6.11                                                                        ***


 


6.12                                                                        ***


 


6.13                                                                        ***


 


7                                                                                         GUARANTEE COMPLIANCE


 


7.1                                                                               Compliance with the guarantees of
Sections 2, 3, and 4 shall be based on the conditions specified in those
sections, the Aircraft configuration of Section 5 and the guarantee
conditions of Section 6.


 


7.2                                                                               Compliance with the takeoff, landing, the
approach and landing climb limited weight, enroute one-engine-inoperative
altitude guarantees, maximum operating speed, and with the takeoff portion of
the mission guarantees and the sound level guarantees of paragraphs 3.1 and 3.2
shall 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


be based on the FAA
approved Airplane Flight Manual for the Model 787-8.


 


7.3                                                                               Compliance with the speed, cruise range,
all engine climb guarantees, and with the climb, cruise and descent portions of
the mission guarantees shall be established by calculations based on flight
test data obtained from an aircraft in a configuration similar to that defined
by the Detail Specification, equipped with GEnx engines.


 


7.4                                                                               Compliance with the takeoff portion of
the mission guarantees of paragraphs 2.8.3 and 2.8.6 are contingent upon
purchase of an engine with a Boeing equivalent thrust rating of *** and flat
rated to *** at sea level or higher.


 


7.5                                                                               ***


 


7.6                                                                               Compliance with the Manufacturer’s Empty
Weight guarantee shall be based on information in the “Weight and Balance
Control and Loading Manual - Aircraft Report.”


 


7.7                                                                               Compliance with the Fleet Average Cruise
Range guarantee, Fleet Average Mission Payload, and Fleet Average Mission Block
Fuel guarantees shall be demonstrated upon completion of the flight testing for
the *** that uses the Demonstration Method of compliance set forth in Letter
Agreement 6-1162-SKC-0973 and upon completion of each additional aircraft
flight tested using the Demonstration Method. 
Such compliance will only be based on aircraft test results using the
Demonstration Method.  Compliance with
the Fleet Average MEW guarantee and the Fleet Average Maximum Structural
Payload guarantee shall be demonstrated upon delivery of the *** in order of
delivery and upon delivery of each subsequent Aircraft.


 


7.8                                                                               The data derived from tests shall be
adjusted as required by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering practices to show
compliance with these guarantees.


 


7.9                                                                               Compliance shall be based on the
performance of the airframe and engines in combination, and shall not be
contingent on the engine meeting its manufacturer’s performance specification.


 


7.10                                                                        Compliance with the guarantee for
interior sound levels in flight shall be demonstrated by a report based on a
sound level survey on the Buyer’s Aircraft, a production 787-8 aircraft, or
another aircraft acoustically similar to the Buyer’s Aircraft, whichever is
available as determined by 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


221 Passenger Interior (8
Abreast Economy Seating)


 


Boeing.  These sound levels shall
be adjusted for sound level changes resulting from Buyer Furnished Equipment,
Boeing Purchased Equipment, and from changes to the Detail Specification
approved by the Buyer and Boeing or otherwise allowed by the Purchase
Agreement.


 


8                                                                                         EXCLUSIVE GUARANTEES


 


                                                                                                The only entry into service performance
guarantees applicable to the Aircraft are those set forth in this Attachment.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


MODEL
787-8 PERFORMANCE GUARANTEES


 


FOR
NORTHWEST AIRLINES, INC.


 


 


	
   

  	
  SECTION

  	
   

  	
  CONTENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  AIRCRAFT
  MODEL APPLICABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
  FLIGHT
  PERFORMANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
  SOUND LEVELS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
  MANUFACTURER’S
  EMPTY WEIGHT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
  AIRCRAFT
  CONFIGURATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  GUARANTEE
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7

  	
   

  	
  GUARANTEE
  COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8

  	
   

  	
  EXCLUSIVE
  GUARANTEES

  	
   

  



 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


1                                                                                         AIRCRAFT MODEL APPLICABILITY


 


The guarantees
contained in this Attachment (the “Performance Guarantees”) are applicable to
the 787-8 Aircraft with a maximum takeoff weight of ***, a
maximum ***, a fuel capacity of *** U.S. gallons, equipped with Boeing
furnished GEnx engines operated at a Boeing equivalent thrust (BET) rating of
*** and flat rated to *** at sea level.


 


2                                                                                         FLIGHT PERFORMANCE


 


2.1                                                                               Takeoff


 


2.1.1                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a *** runway, satisfying the conditions defined below, and using maximum
takeoff thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


***


 


2.1.2                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of *** , at an altitude of ***, from
a *** runway, satisfying the conditions defined below, and using maximum
takeoff thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.3                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a *** runway, satisfying the conditions defined below, and using maximum
takeoff thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.4                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of *** from a
*** runway, satisfying the conditions defined below, and using maximum takeoff
thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


***


 


2.2                                                                               Landing


 


2.2.1                                                                     The FAA approved landing field length at
a gross weight of *** and at a sea level altitude, shall not be more than the
following guarantee value:


 


***


 


2.2.2                                                                     The FAA approved approach and landing
climb limited gross weight at a temperature of ***, at an altitude of ***, and
with the Aircraft configuration used to show compliance with Paragraph 2.2.1,
shall not be less than the following guarantee value:


 


***


 


2.3                                                                               Enroute One-Engine-Inoperative Altitude


 


The FAA approved enroute one-engine-inoperative altitude at which the
available gross climb gradient equals *** at a gross weight of ***  on a standard day using not more than maximum
continuous thrust, shall not be less than the following guarantee value:


 


***


 


2.4                                                                               Speed


 


The level flight
speed at a gross weight of *** on a standard day at an altitude of *** and
using not more than maximum cruise thrust, shall not be less than the following
guarantee value:


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


***


 


2.5                                                                               Maximum Operating Speed


 


The FAA approved maximum operating speed shall not be less than *** up to the altitude of *** and
up to the altitude of *** number
above ***.


 


2.6                                                                               All Engine Climb


 


The time, fuel
burn and distance in still air to climb from an initial climb altitude of ***
to a final climb altitude of *** on a standard day, using the conditions and
operating rules defined below and using not more than maximum climb
thrust, shall not be more than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


2.7                                                                               Range


 


2.7.1                                                                     Cruise Range


 


The still air
range at an initial cruise altitude of *** on a standard day at *** number,
starting at a gross weight of *** and consuming *** of fuel, and using not more
than maximum cruise thrust (except maximum climb thrust may be used during a
step climb) and using the conditions and operating rules defined below,
shall not be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


2.7.2                                                                     Fleet Average Cruise Range


 


The average still
air range for a fleet of at least *** at an initial cruise altitude of *** on a
standard day at *** number, starting at a gross weight of *** and consuming ***
of fuel, and using not more than maximum cruise thrust (except maximum climb
thrust may be used during a step climb) and using the conditions and operating rules defined
below, shall not be less than the following guarantee value:


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


***


 


Conditions and
operating rules:


 


***


 


2.8                                                                               Mission


 


2.8.1                                                                     Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route in the winter
season) using the conditions and operating rules defined below, shall not
be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


	
   

  	
  The following obstacle
  definition is based on a straight out departure where obstacle height and
  distance are specified with reference to the liftoff end of the runway:

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
   

  	
  The takeoff gross
  weight shall conform to FAA Regulations.

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  



 


 


***


 


2.8.2                                                                     Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route during the
summer season) using the conditions and operating rules defined below,
shall not be less than the following guarantee value:


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.1 except as follows:


 


***


 


	
   

  	
  The takeoff gross
  weight shall conform to FAA Regulations.

  
	
   

  	
   

  
	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
   

  	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  *** 

  



 


2.8.3                                                                     ***


 


The payload for a
stage length of *** in still air (representative of a *** route during the
summer season) using the conditions and operating rules defined below,
shall not be less than the following guarantee value:


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.2 except as follows:


 


	
  Takeoff:

  	
  The takeoff gross
  weight is based on a Boeing equivalent thrust rating of *** and flat rated to
  *** at sea level.

  
	
   

  	
   

  
	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  
	
   

  	
   

  
	
   

  	
  ***

  



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


	
   

  	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  ***

  



 


2.8.4                                                                     Fleet Average Mission Payload


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route in the winter season) using the conditions
and operating rules defined below, shall not be less than the following
guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.1


 


2.8.5                                                                     Fleet Average Mission Payload


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route during the summer season) using the
conditions and operating rules defined below, shall not be less than the
following guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.2


 


2.8.6                                                                     ***


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route during the summer season) using the
conditions and operating rules defined below, shall not be less than the
following guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.3


 


2.8.7                                                                     Mission Block Fuel


 


The block fuel for
a stage length of *** in still air (representative of an average stage length
mission) with a *** payload using the conditions and 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


operating rules defined
below, shall not be more than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
   

  	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  ***

  



 


***


 


2.8.8                                                                     Fleet Average Mission Block Fuel


 


The fleet average
block fuel for a fleet of at least *** for a stage length of *** in still air
(representative of an average stage length mission) with a *** payload using
the conditions and operating rules defined below, shall not be more than
the following guarantee value:


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.7


 


2.8.9                                                                     Operational
Empty Weight Basis


 


The
Operational Empty Weight (OEW) derived in Paragraph 2.8.10 is the basis for the
mission guarantees of Paragraphs 2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, 2.8.6,
2.8.7, and 2.8.8.


 


2.8.10                                                              Weight
Summary - Northwest Airlines


 


***


 


2.8.11                                                              Standard
and Operational Items Allowances


 


***


 


2.8.12                                                              ***


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


3                                                                                         SOUND LEVELS


 


3.1                                                                               Community Sound Levels


 


The
Aircraft shall be certified in accordance with Stage 4 requirements of 14CFR Part 36,
and ICAO Annex 16, Volume 1, Chapter 4.


 


3.2                                                                               Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule


 


The Cumulative Noise Certification Margin to
the Chapter 4 / Stage 4 Rule shall not be less than ***.


 


3.3                                                                               Interior Sound Levels in Flight


 


The sound level at
the head position of a seated pilot or passenger during cruise shall not be
more than the following guarantee value:


 


A-Weighted Sound
Pressure Levels


 


	
  Pilot’s Inboard Ear

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Passenger Aisle Seats

  	
   

  	
  ***

  
	
  Forward of ***

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Passenger Aisle Seats

  	
   

  	
  ***

  
	
  At ***

  	
   

  	
   

  



 


Speech
Interference Levels


 


	
  Pilot’s Inboard Ear

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Passenger Aisle Seats

  	
   

  	
  ***

  
	
  At ***

  	
   

  	
   

  



 


4                                                                                         MANUFACTURER’S EMPTY WEIGHT


 


4.1                                                                               The Manufacturer’s Empty Weight (MEW) is
guaranteed not to exceed the value in Section 03-60-00 of Detail
Specification TBD ***.


 


4.2                                                                               The Maximum Structural Payload, as
represented by the maximum design ***shall not
be less than the following guarantee value for any individual aircraft:


 


***


 


4.3                                                                               The Fleet Average Manufacturer’s Empty
Weight (MEW) for a fleet of at least ***, as
defined by the average of the individual Aircraft MEWs at delivery from
Paragraph 4.1 above, is guaranteed not to exceed the average of the individual
Aircraft MEWs in Section 03-60-00 of Detail Specification TBD ***.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


4.4                                                                               The Fleet Average
Maximum Structural Payload for a fleet of at least ***, as represented by the maximum design *** Paragraph 2.8.11, shall not be less than the following guarantee value:


 


***


 


5                                                                                         AIRCRAFT CONFIGURATION


 


5.1                                                                               The guarantees contained in this
Attachment are based on the Aircraft configuration as defined in the original
release of Detail Specification TBD (hereinafter referred to as the Detail
Specification).  Appropriate adjustment
shall be made for changes in such Detail Specification approved by the Buyer
and Boeing or otherwise allowed by the Purchase Agreement which cause changes
to the flight performance, sound levels, and/or weight and balance of the
Aircraft.  Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the guarantees.


 


5.2                                                                               The guarantee payloads of Paragraphs
2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, and 2.8.6, the specified payloads of
Paragraphs 2.8.7 and 2.8.8, the Maximum Structural Payload guarantee of
Paragraph 4.2 and the Fleet Average Maximum Structural Payload guarantee of
Paragraph 4.4 will be adjusted by Boeing for the effect of the following on
OEW, and the Manufacturer’s Empty Weight guarantee of Paragraph 4.1 and the
Fleet Average Manufacturer’s Empty Weight guarantee of Paragraph 4.3 will be
adjusted by Boeing for the following in its evidence of compliance with the
guarantees:


 


 (1)       Changes to the Detail Specification or
any other changes that are present in the Aircraft at delivery prior to
incorporation to the Detail Specification mutually agreed upon between the
Buyer and Boeing or otherwise allowed by the Purchase Agreement.


 


(2)        The difference between the component
weight allowances given in Appendix IV of the Detail Specification and the
actual seat weights.


 


6                                                                                         GUARANTEE CONDITIONS


 


6.1                                                                               ***.


 


6.2                                                                               The FAA Regulations (FAR) referred to in
this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1
through 25-112, subject to the approval of the Federal Aviation Administration.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


6.3                                                                               In the event a change is made to any law,
governmental regulation or requirement, or in the interpretation of any such
law, governmental regulation or requirement that affects the certification
basis for the Aircraft as described in Paragraphs 3.1 and 6.2, and as a result
thereof, a change is made to the configuration and/or the performance of the
Aircraft in order to obtain certification, the guarantees set forth in this
Attachment shall be appropriately modified to reflect any such change.


 


6.4                                                                               ***


 


6.5                                                                               ***


 


6.6                                                                               ***


 


6.7                                                                               ***


 


6.8                                                                               ***


 


6.9                                                                               ***


 


6.10                                                                        ***


 


6.11                                                                        ***


 


6.12                                                                        ***


 


6.13                                                                        ***


 


7                                                                                         GUARANTEE COMPLIANCE


 


7.1                                                                               Compliance with the guarantees of
Sections 2, 3, and 4 shall be based on the conditions specified in those
sections, the Aircraft configuration of Section 5 and the guarantee
conditions of Section 6.


 


7.2                                                                               Compliance with the takeoff, landing, the
approach and landing climb limited weight, enroute one-engine-inoperative
altitude guarantees, maximum operating speed, and with the takeoff portion of
the mission guarantees and the sound level guarantees of paragraphs 3.1 and 3.2
shall be based on the FAA approved Airplane Flight Manual for the Model 787-8.


 


7.3                                                                               Compliance with the speed, cruise range,
all engine climb guarantees, and with the climb, cruise and descent portions of
the mission guarantees shall be established by calculations based on flight
test data obtained from an aircraft in a configuration similar to that defined
by the Detail Specification, equipped with GEnx engines.


 


7.4                                                                               Compliance with the takeoff portion of
the mission guarantees of paragraphs 2.8.3 and 2.8.6 are contingent upon
purchase of an engine with a Boeing equivalent thrust rating of *** and flat
rated to *** at sea level or higher.


 


7.5                                                                               The Operating Empty Weight (OEW) used for
compliance with the mission guarantees shall be ***


 


7.6                                                                               Compliance with the Manufacturer’s Empty
Weight guarantee shall be based on information in the “Weight and Balance
Control and Loading Manual - Aircraft Report.”


 


7.7                                                                               Compliance with the Fleet Average Cruise
Range guarantee, Fleet Average Mission Payload, and Fleet Average Mission Block
Fuel guarantees shall be demonstrated upon completion of the flight testing for
the *** that uses the Demonstration Method of compliance set forth in 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-971


GEnx Engines


236 Passenger Interior (9
Abreast Economy Seating)


 


Letter Agreement 6-1162-SKC-0973 and upon completion of each additional
aircraft flight tested using the Demonstration Method.  Such compliance will only be based on
aircraft test results using the Demonstration Method.  Compliance with the Fleet Average MEW
guarantee and the Fleet Average Maximum Structural Payload guarantee shall be
demonstrated upon delivery of the *** in order of delivery and upon delivery of
each subsequent Aircraft.


 


7.8                                                                               The data derived from tests shall be
adjusted as required by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering practices to show
compliance with these guarantees.


 


7.9                                                                               Compliance shall be based on the
performance of the airframe and engines in combination, and shall not be
contingent on the engine meeting its manufacturer’s performance specification.


 


7.10                                                                        Compliance with the guarantee for
interior sound levels in flight shall be demonstrated by a report based on a
sound level survey on the Buyer’s Aircraft, a production 787-8 aircraft, or
another aircraft acoustically similar to the Buyer’s Aircraft, whichever is
available as determined by Boeing.  These
sound levels shall be adjusted for sound level changes resulting from Buyer
Furnished Equipment, Boeing Purchased Equipment, and from changes to the Detail
Specification approved by the Buyer and Boeing or otherwise allowed by the
Purchase Agreement.


 


8                                                                                         EXCLUSIVE GUARANTEES


 


                                                                                                The only entry into service performance
guarantees applicable to the Aircraft are those set forth in this Attachment.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment C to Letter
Agreement No.


6-1162-SKC-971


Trent 1000 Engines


221 Passenger Interior (8
Abreast Economy Seating)


Page 1


 


MODEL
787-8 PERFORMANCE GUARANTEES


 


FOR
NORTHWEST AIRLINES, INC.


 


	
   

  	
  SECTION

  	
   

  	
  CONTENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  AIRCRAFT
  MODEL APPLICABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
  FLIGHT
  PERFORMANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
  SOUND LEVELS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
  MANUFACTURER’S
  EMPTY WEIGHT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
  AIRCRAFT
  CONFIGURATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  GUARANTEE
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7

  	
   

  	
  GUARANTEE
  COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8

  	
   

  	
  EXCLUSIVE
  GUARANTEES

  	
   

  



 


 


	
  P.A. No. 2924

  
	
  BOEING PROPRIETARY

  



 





















 


Attachment C to Letter
Agreement No.


6-1162-SKC-971


Trent 1000 Engines


221 Passenger Interior (8
Abreast Economy Seating)


Page 2


 


1                                                                                         AIRCRAFT MODEL APPLICABILITY


 


The guarantees
contained in this Attachment (the “Performance Guarantees”) are applicable to
the 787-8 Aircraft with a maximum takeoff weight of *** a
maximum landing weight of ***, a maximum zero fuel weight of ***, a fuel
capacity of ***, equipped with Boeing furnished Trent 1000 engines operated at
a Boeing equivalent thrust *** and flat rated to *** at sea level.


 


2                                                                                         FLIGHT PERFORMANCE


 


2.1                                                                               Takeoff


 


2.1.1                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a *** runway, satisfying the conditions defined below, and using maximum
takeoff thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.2                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a *** runway, satisfying the conditions defined below, and using maximum
takeoff thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.3                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a *** runway, satisfying 


 


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the conditions defined below, and using maximum takeoff thrust, shall
not be less than the following guarantee value:


 


***


 


Conditions:


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.4                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a *** runway, satisfying the conditions defined below, and using maximum
takeoff thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


The runway slope
is *** downhill.


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.2                                                                               Landing


 


2.2.1                                                                     The FAA approved landing field length at
a gross weight of *** and at a sea level altitude, shall not be more than the
following guarantee value:


 


***


 


2.2.2                                                                     The FAA approved approach and landing
climb limited gross weight at a temperature of ***, at an altitude of ***, and
with the Aircraft configuration used to show compliance with Paragraph 2.2.1,
shall not be less than the following guarantee value:


 


***


 


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2.3                                                                               Enroute One-Engine-Inoperative Altitude


 


The FAA approved enroute one-engine-inoperative altitude at which the
available gross climb gradient equals *** at a gross weight of *** on a
standard day using not more than maximum continuous thrust, shall not be less
than the following guarantee value:


 


***


 


2.4                                                                               Speed


 


The level flight speed
at a gross weight of *** on a standard day at an altitude of *** and using not
more than maximum cruise thrust, shall not be less than the following guarantee
value:


 


***


 


2.5                                                                               Maximum Operating Speed


 


The The FAA approved maximum operating speed shall not be less than *** up to the altitude of *** above *** and up to the altitude of *** and *** number above ***.


 


2.6                                                                               All Engine Climb


 


The time, fuel
burn and distance in still air to climb from an initial climb altitude of ***
to a final climb altitude of *** on a standard day, using the conditions and
operating rules defined below and using not more than maximum climb
thrust, shall not be more than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


2.7                          Range


 


2.7.1                       Cruise Range


 


The still air
range at an initial cruise altitude of *** on a standard day at *** number,
starting at a gross weight of *** and consuming *** of fuel, and using not more
than maximum cruise thrust (except maximum climb thrust may be used during a
step climb) and using the conditions and 


 


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operating rules defined
below, shall not be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


2.7.2                                                                     Fleet Average Cruise Range


 


The average still
air range for a fleet of at least *** at an initial cruise altitude of *** on a
standard day at *** number, starting at a gross weight of *** and consuming ***
of fuel, and using not more than maximum cruise thrust (except maximum climb
thrust may be used during a step climb) and using the conditions and operating rules defined
below, shall not be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


2.8                                                                               Mission


 


2.8.1                                                                     Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route in the winter
season) using the conditions and operating rules defined below, shall not be
less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


	
   

  	
  The following obstacle
  definition is based on a straight out departure where obstacle height and
  distance are specified with reference to the liftoff end of the runway:

  
	
   

  	
   

  
	
   

  	
  ***

  



 


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  The takeoff gross
  weight shall conform to FAA Regulations.

  
	
   

  	
   

  
	
   

  	
  ***

  



 


2.8.2                                                                     Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route during the
summer season) using the conditions and operating rules defined below,
shall not be less than the following guarantee value:


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.1 except as follows:


 


***


 


	
   

  	
  The takeoff gross
  weight shall conform to FAA Regulations.

  
	
   

  	
   

  
	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
   

  	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  *** 

  



 


2.8.3                                                                     ***


 


The payload for a
stage length of *** in still air (representative of a *** route during the
summer season) using the conditions and operating rules defined below,
shall not be less than the following guarantee value:


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.2 except as follows:


 


***


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  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  ***

  



 


2.8.4                                                                     Fleet Average Mission Payload


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route in the winter season) using the conditions
and operating rules defined below, shall not be less than the following
guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.1


 


2.8.5                                                                     Fleet Average Mission Payload


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route during the summer season) using the
conditions and operating rules defined below, shall not be less than the
following guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.2


 


2.8.6                                                                     ***


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route during the summer season) using the
conditions and operating rules defined below, shall not be less than the
following guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.3


 


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2.8.7                                                                     Mission Block Fuel


 


The block fuel for
a stage length of *** in still air (representative of an average stage length
mission) with a *** payload using the conditions and operating rules defined
below, shall not be more than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
   

  	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  *** 

  



 


2.8.8                                                                     Fleet Average Mission Block Fuel


 


The fleet average
block fuel for a fleet of at least *** for a stage length of *** in still air
(representative of an average stage length mission) with a *** payload using
the conditions and operating rules defined below, shall not be more than
the following guarantee value:


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.7


 


2.8.9                                                                     Operational
Empty Weight Basis


 


The
Operational Empty Weight (OEW) derived in Paragraph 2.8.10 is the basis for the
mission guarantees of Paragraphs 2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, 2.8.6,
2.8.7, and 2.8.8.


 


2.8.10                                                              Weight
Summary - Northwest Airlines


***


 


2.8.11                                                              Standard and Operational Items
Allowances


***


 


2.8.12                                                              ***


 


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3                                                                                         SOUND LEVELS


 


3.1                                                                               Community Sound Levels


 


The
Aircraft shall be certified in accordance with Stage 4 requirements of 14CFR Part 36,
and ICAO Annex 16, Volume 1, Chapter 4.


 


3.2                                                                               Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule


 


The Cumulative Noise Certification Margin to
the Chapter 4 / Stage 4 Rule shall not be less than ***.


 


3.3                                                                               Interior Sound Levels in Flight


 


The sound level at
the head position of a seated pilot or passenger during cruise shall not be
more than the following guarantee value:


 


A-Weighted Sound
Pressure Levels


 


	
  Pilot’s Inboard Ear

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Passenger Aisle Seats

  	
   

  	
  ***

  
	
  Forward of ***

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Passenger Aisle Seats

  	
   

  	
  ***

  
	
  At ***

  	
   

  	
   

  



 


Speech
Interference Levels


 


	
  Pilot’s Inboard Ear

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Passenger Aisle Seats

  	
   

  	
  ***

  
	
  At ***

  	
   

  	
   

  



 


4                                                                                         MANUFACTURER’S EMPTY WEIGHT


 


4.1                                                                               The Manufacturer’s Empty Weight (MEW) is
guaranteed not to exceed the value in Section 03-60-00 of Detail
Specification TBD ***.


 


4.2                                                                               The Maximum Structural Payload, as
represented by the maximum design zero fuel weight minus the MEW from Paragraph
4.1 minus the Standard and Operational
Items Allowance from Paragraph 2.8.11, shall not be less than the
following guarantee value for any individual aircraft:


 


***


 


4.3                                                                               The Fleet Average Manufacturer’s Empty
Weight (MEW) for a fleet of at least ***, as defined by the average of the
individual Aircraft MEWs at delivery from Paragraph 4.1 above, is guaranteed
not to exceed the 


 


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average of the
individual Aircraft MEWs in Section 03-60-00 of Detail Specification TBD ***.


 


4.4                                                                               The Fleet Average
Maximum Structural Payload for a fleet of at least ***, as represented by the
*** from Paragraph 4.3 above ***, shall not be less than the following
guarantee value:


 


***


 


5                                                                                         AIRCRAFT CONFIGURATION


 


5.1                                                                               The guarantees contained in this
Attachment are based on the Aircraft configuration as defined in the original
release of Detail Specification TBD (hereinafter referred to as the Detail
Specification).  Appropriate adjustment
shall be made for changes in such Detail Specification approved by the Buyer
and Boeing or otherwise allowed by the Purchase Agreement which cause changes
to the flight performance, sound levels, and/or weight and balance of the
Aircraft.  Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the guarantees.


 


5.2                                                                               The guarantee payloads of Paragraphs
2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, and 2.8.6, the specified payloads of
Paragraphs 2.8.7 and 2.8.8, the Maximum Structural Payload guarantee of
Paragraph 4.2 and the Fleet Average Maximum Structural Payload guarantee of
Paragraph 4.4 will be adjusted by Boeing for the effect of the following on
OEW, and the Manufacturer’s Empty Weight guarantee of Paragraph 4.1 and the
Fleet Average Manufacturer’s Empty Weight guarantee of Paragraph 4.3 will be
adjusted by Boeing for the following in its evidence of compliance with the
guarantees:


 


(1)        Changes to the Detail Specification or
any other changes that are present in the Aircraft at delivery prior to
incorporation to the Detail Specification mutually agreed upon between the
Buyer and Boeing or otherwise allowed by the Purchase Agreement.


 


(2)        The difference between the component
weight allowances given in Appendix IV of the Detail Specification and the
actual seat weights.


 


6                                                                                         GUARANTEE CONDITIONS


 


6.1                                                                               ***


 


6.2                                                                               The FAA Regulations (FAR) referred to in
this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by 


 


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Amendments 25-1
through 25-112, subject to the approval of the Federal Aviation Administration.


 


6.3                                                                               In the event a change is made to any law,
governmental regulation or requirement, or in the interpretation of any such
law, governmental regulation or requirement that affects the certification
basis for the Aircraft as described in Paragraphs 3.1 and 6.2, and as a result
thereof, a change is made to the configuration and/or the performance of the
Aircraft in order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.


 


6.4                                                                               ***


 


6.5                                                                               ***


 


6.6                                                                               ***


 


6.7                                                                               ***


 


6.8                                                                               ***


 


6.9                                                                               ***


 


6.10                                                                        ***


 


6.11                                                                        ***


 


6.12                                                                        ***


 


6.13                                                                        ***


 


7                                                                                         GUARANTEE COMPLIANCE


 


7.1                                                                               Compliance with the guarantees of
Sections 2, 3, and 4 shall be based on the conditions specified in those
sections, the Aircraft configuration of Section 5 and the guarantee
conditions of Section 6.


 


7.2                                                                               Compliance with the takeoff, landing, the
approach and landing climb limited weight, enroute one-engine-inoperative altitude
guarantees, maximum operating speed, and with the takeoff portion of the
mission guarantees and the sound level guarantees of paragraphs 3.1 and 3.2
shall be based on the FAA approved Airplane Flight Manual for the Model 787-8.


 


7.3                                                                               Compliance with the speed, cruise range,
all engine climb guarantees, and with the climb, cruise and descent portions of
the mission guarantees shall be established by calculations based on flight
test data obtained from an aircraft in a configuration similar to that defined
by the Detail Specification, equipped with Trent 1000 engines.


 


7.4                                                                               Compliance with the takeoff portion of
the mission guarantees of paragraphs 2.8.3 and 2.8.6 is contingent upon
purchase of an engine with a Boeing equivalent thrust rating of *** and flat
rated to *** at sea level or higher.


 


7.5                                                                               The Operating Empty Weight (OEW) used for
compliance with the mission guarantees shall be *** in Paragraph 03-60-00 of
the Detail Specification.


 


7.6                                                                               Compliance with the Manufacturer’s Empty
Weight guarantee shall be based on information in the “Weight and Balance
Control and Loading Manual - Aircraft Report.”


 


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7.7                                                                               Compliance with the Fleet Average Cruise
Range guarantee, Fleet Average Mission Payload, and Fleet Average Mission Block
Fuel guarantees shall be demonstrated upon completion of the flight testing for
the *** that uses the Demonstration Method of compliance set forth in Letter
Agreement 6-1162-SKC-0973 and upon completion of each additional aircraft
flight tested using the Demonstration Method. 
Such compliance will only be based on aircraft test results using the
Demonstration Method.  Compliance with
the Fleet Average MEW guarantee and the Fleet Average Maximum Structural
Payload guarantee shall be demonstrated upon delivery of the *** in order of
delivery and upon delivery of each subsequent Aircraft.


 


7.8                                                                               The data derived from tests shall be
adjusted as required by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering practices to show
compliance with these guarantees.


 


7.9                                                                               Compliance shall be based on the
performance of the airframe and engines in combination, and shall not be
contingent on the engine meeting its manufacturer’s performance specification.


 


7.10                                                                        Compliance with the guarantee for
interior sound levels in flight shall be demonstrated by a report based on a
sound level survey on the Buyer’s Aircraft, a production 787-8 aircraft, or
another aircraft acoustically similar to the Buyer’s Aircraft, whichever is
available as determined by Boeing.  These
sound levels shall be adjusted for sound level changes resulting from Buyer
Furnished Equipment, Boeing Purchased Equipment, and from changes to the Detail
Specification approved by the Buyer and Boeing or otherwise allowed by the
Purchase Agreement.


 


8                                                                                         EXCLUSIVE GUARANTEES


 


The only entry into service performance guarantees applicable to the
Aircraft are those set forth in this Attachment.


 


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MODEL
787-8 PERFORMANCE GUARANTEES


 


FOR
NORTHWEST AIRLINES, INC.


 


 


	
   

  	
  SECTION

  	
   

  	
  CONTENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  AIRCRAFT
  MODEL APPLICABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
  FLIGHT
  PERFORMANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
  SOUND LEVELS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
  MANUFACTURER’S
  EMPTY WEIGHT

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
  AIRCRAFT
  CONFIGURATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  GUARANTEE
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  7

  	
   

  	
  GUARANTEE
  COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  8

  	
   

  	
  EXCLUSIVE
  GUARANTEES

  	
   

  



 


 


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1                                                                                         AIRCRAFT MODEL APPLICABILITY


 


The guarantees
contained in this Attachment (the “Performance Guarantees”) are applicable to
the 787-8 Aircraft with a maximum takeoff weight of ***.


 


2                                                                                         FLIGHT PERFORMANCE


 


2.1                                                                               Takeoff


 


2.1.1                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a ***, satisfying the conditions defined below, and using maximum takeoff
thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.2                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a ***, satisfying the conditions defined below, and using maximum takeoff
thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.3                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a ***, satisfying the conditions defined below, and using maximum takeoff
thrust, shall not be less than the following guarantee value:


 


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***


 


Conditions:


 


The following
obstacle definition is based on a straight-out departure where obstacle height
and distance are specified with reference to the liftoff end of the runway.


 


***


 


2.1.4                                                                     The FAA approved takeoff gross weight at
the start of ground roll, at a temperature of ***, at an altitude of ***, from
a ***, satisfying the conditions defined below, and using maximum takeoff
thrust, shall not be less than the following guarantee value:


 


***


 


Conditions:


 


***


 


2.2                                                                               Landing


 


2.2.1                                                                     The FAA approved landing field length at
a gross weight of *** and at a sea level altitude, shall not be more than the
following guarantee value:


 


***


 


2.2.2                                                                     The FAA approved approach and landing
climb limited gross weight at a temperature of ***, at an altitude of ***, and
with the Aircraft configuration used to show compliance with Paragraph 2.2.1,
shall not be less than the following guarantee value:


 


***


 


2.3                                                                               Enroute One-Engine-Inoperative Altitude


 


The FAA approved enroute one-engine-inoperative altitude at which the
available gross climb gradient equals *** on a standard day using not more than
maximum continuous thrust, shall not be less than the following guarantee
value:


 


***


 


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2.4                                                                               Speed


 


The level flight
speed at a gross weight of *** on a standard day at an altitude of *** and
using not more than maximum cruise thrust, shall not be less than the following
guarantee value:


 


***


 


2.5                                                                               Maximum Operating Speed


 


The FAA approved maximum operating speed shall not be less than ***.


 


2.6                                                                               All Engine Climb


 


The time, fuel
burn and distance in still air to climb from an initial climb altitude of ***
on a standard day, using the conditions and operating rules defined below
and using not more than maximum climb thrust, shall not be more than the
following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


2.7                                                                               Range


 


2.7.1                                                                     Cruise Range


 


The still air
range at an initial cruise altitude of *** on a standard day at *** number,
starting at a gross weight of *** and consuming *** of fuel, and using not more
than maximum cruise thrust (except maximum climb thrust may be used during a step
climb) and using the conditions and operating rules defined below, shall
not be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


2.7.2                                                                     Fleet Average Cruise Range


 


The average still
air range for a fleet of at least *** at an initial cruise altitude of *** on a
standard day at *** number, starting at a gross weight 


 


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of *** and
consuming *** of fuel, and using not more than maximum cruise thrust (except
maximum climb thrust may be used during a step climb) and using the conditions
and operating rules defined below, shall not be less than the following
guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


2.8                                                                               Mission


 


2.8.1                                                                     Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route in the winter
season) using the conditions and operating rules defined below, shall not
be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


	
   

  	
  The takeoff gross
  weight shall conform to FAA Regulations.

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  
	
   

  	
   

  
	
   

  	
  ***

  



 


2.8.2                                                                     Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route during the
summer season) using the conditions and operating rules defined below,
shall not be less than the following guarantee value:


 


***


 


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Conditions and
operating rules are the same as Paragraph 2.8.1 except as follows:


 


***


 


	
   

  	
  The takeoff gross
  weight shall conform to FAA Regulations.

  
	
   

  	
   

  
	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
   

  	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  ***

  



 


2.8.3                       ***


 


The payload for a
stage length of *** in still air (representative of a *** route during the
summer season) using the conditions and operating rules defined below,
shall not be less than the following guarantee value:


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.2 except as follows:


 


***


 


	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
   

  	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  ***

  



 


2.8.4                                                                     Fleet Average Mission Payload


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route in the winter season) 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment D to Letter
Agreement No.


6-1162-SKC-971


Trent 1000 Engines


236 Passenger Interior (9
Abreast Economy Seating)


Page 7


 


using the
conditions and operating rules defined below, shall not be less than the
following guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.1


 


2.8.5                                                                     Fleet Average Mission Payload


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route during the summer season) using the
conditions and operating rules defined below, shall not be less than the
following guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.2


 


2.8.6                                                                     ***


 


The fleet average
mission payload for a fleet of at least *** for a stage length of *** in still
air (representative of a *** route during the summer season) using the
conditions and operating rules defined below, shall not be less than the
following guarantee value:


 


***


 


Conditions and
operating rules:


 


Conditions and
operating rules are the same as Paragraph 2.8.3


 


2.8.7                                                                     Mission Block Fuel


 


The block fuel for
a stage length of *** in still air (representative of an average stage length
mission) with a *** payload using the conditions and operating rules defined
below, shall not be more than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment D to Letter
Agreement No.


6-1162-SKC-971


Trent 1000 Engines


236 Passenger Interior (9
Abreast Economy Seating)


Page 8


 


***


 


	
  Fixed Allowances:

  	
  For the purpose of this
  guarantee and for the purpose of establishing compliance with this guarantee,
  the following shall be used as fixed quantities and allowances:

  
	
   

  	
   

  
	
   

  	
  ***

  
	
   

  	
   

  
	
   

  	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  ***

  



 


2.8.8                                                                     Fleet Average Mission Block Fuel


 


The fleet average
block fuel for a fleet of at least *** for a stage length of *** in still air
(representative of an average stage length mission) with a *** payload using
the conditions and operating rules defined below, shall not be more than
the following guarantee value:


 


***


 


Conditions and
operating rules are the same as Paragraph 2.8.7


 


2.8.9                                                                     Operational
Empty Weight Basis


 


The
Operational Empty Weight (OEW) derived in Paragraph 2.8.10 is the basis for the
mission guarantees of Paragraphs 2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, 2.8.6,
2.8.7, and 2.8.8.


 


2.8.10                                                              Weight
Summary - Northwest Airlines


***


 


2.8.11                                                              Standard
and Operational Items Allowances


***


 


2.8.12                                                              ***


 


3                                                                                         SOUND LEVELS


 


3.1                                                                               Community Sound Levels


 


The
Aircraft shall be certified in accordance with Stage 4 requirements of 14CFR Part 36,
and ICAO Annex 16, Volume 1, Chapter 4.


 


3.2                                                                               Cumulative Noise Certification Margin to Chapter 4 / Stage 4 Rule


 


The Cumulative Noise Certification Margin to
the Chapter 4 / Stage 4 Rule shall not be less than ***.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment D to Letter
Agreement No.


6-1162-SKC-971


Trent 1000 Engines


236 Passenger Interior (9
Abreast Economy Seating)


Page 9


 


3.3                                                                               Interior Sound Levels in Flight


 


The sound level at
the head position of a seated pilot or passenger during cruise shall not be
more than the following guarantee value:


 


***


 


4                                                                                         MANUFACTURER’S EMPTY WEIGHT


 


4.1                                                                               The Manufacturer’s Empty Weight (MEW) is
guaranteed not to exceed the value in Section 03-60-00 of Detail
Specification TBD ***.


 


4.2                                                                               The Maximum Structural Payload, as
represented by the maximum design zero fuel weight minus the MEW from Paragraph
4.1 minus the Standard and Operational
Items Allowance from Paragraph 2.8.11, shall not be less than the
following guarantee value for any individual aircraft:


 


***


 


4.3                                                                               The Fleet Average Manufacturer’s Empty
Weight (MEW) for a fleet of at least ***, as defined by the average of the
individual Aircraft MEWs at delivery from Paragraph 4.1 above, is guaranteed
not to exceed the average of the individual Aircraft MEWs in Section 03-60-00
of Detail Specification TBD ***.


 


4.4                                                                               The Fleet Average Maximum
Structural Payload for a fleet of at least ***, as represented by the maximum
design zero fuel weight minus the average of the individual Aircraft MEWs from
Paragraph 4.3 above minus the Standard and Operational Items Allowance from
Paragraph 2.8.11, shall not be less than the following guarantee value:


 


***


 


5                                                                                         AIRCRAFT CONFIGURATION


 


5.1                                                                               The guarantees contained in this
Attachment are based on the Aircraft configuration as defined in the original
release of Detail Specification TBD (hereinafter referred to as the Detail
Specification).  Appropriate adjustment
shall be made for changes in such Detail Specification approved by the Buyer
and Boeing or otherwise allowed by the Purchase Agreement which cause changes
to the flight performance, sound levels, and/or weight and balance of the
Aircraft.  Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the guarantees.


 


5.2                                                                               The guarantee payloads of Paragraphs
2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, and 2.8.6, the specified payloads of
Paragraphs 2.8.7 and 2.8.8, the Maximum 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment D to Letter
Agreement No.


6-1162-SKC-971


Trent 1000 Engines


236 Passenger Interior (9
Abreast Economy Seating)


Page 10


 


Structural Payload guarantee of Paragraph 4.2 and the Fleet Average
Maximum Structural Payload guarantee of Paragraph 4.4 will be adjusted by
Boeing for the effect of the following on OEW, and the Manufacturer’s Empty
Weight guarantee of Paragraph 4.1 and the Fleet Average Manufacturer’s Empty Weight
guarantee of Paragraph 4.3 will be adjusted by Boeing for the following in its
evidence of compliance with the guarantees:


 


(1)        Changes to the Detail Specification or
any other changes that are present in the Aircraft at delivery prior to
incorporation to the Detail Specification mutually agreed upon between the
Buyer and Boeing or otherwise allowed by the Purchase Agreement.


 


(2)        The difference between the component
weight allowances given in Appendix IV of the Detail Specification and the
actual seat weights.


 


6                                                                                         GUARANTEE CONDITIONS


 


6.1                                                                               ***


 


6.2                                                                               The FAA Regulations (FAR) referred to in
this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1
through 25-112, subject to the approval of the Federal Aviation Administration.


 


6.3                                                                               In the event a change is made to any law,
governmental regulation or requirement, or in the interpretation of any such
law, governmental regulation or requirement that affects the certification
basis for the Aircraft as described in Paragraphs 3.1 and 6.2, and as a result
thereof, a change is made to the configuration and/or the performance of the
Aircraft in order to obtain certification, the guarantees set forth in this
Attachment shall be appropriately modified to reflect any such change.


 


6.4                                                                               ***


 


6.5                                                                               ***


 


6.6                                                                               ***


 


6.7                                                                               ***


 


6.8                                                                               ***


 


6.9                                                                               ***


 


6.10                                                                        ***


 


6.11                                                                        ***


 


6.12                                                                        ***


 


6.13                                                                        ***


 


7                                                                                         GUARANTEE COMPLIANCE


 


7.1                                                                               Compliance with the guarantees of
Sections 2, 3, and 4 shall be based on the conditions specified in those
sections, the Aircraft configuration of Section 5 and the guarantee
conditions of Section 6.


 


7.2                                                                               Compliance with the takeoff, landing, the
approach and landing climb limited weight, enroute one-engine-inoperative
altitude guarantees, maximum operating speed, and with the takeoff portion of
the mission guarantees and the sound level guarantees of paragraphs 3.1 and 3.2
shall 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment D to Letter
Agreement No.


6-1162-SKC-971


Trent 1000 Engines


236 Passenger Interior (9
Abreast Economy Seating)


Page 11


 


be based on the FAA approved Airplane Flight Manual for the Model 787-8.


 


7.3                                                                               Compliance with the speed, cruise range,
all engine climb guarantees, and with the climb, cruise and descent portions of
the mission guarantees shall be established by calculations based on flight
test data obtained from an aircraft in a configuration similar to that defined
by the Detail Specification, equipped with Trent 1000 engines.


 


7.4                                                                               Compliance with the takeoff portion of
the mission guarantees of paragraphs 2.8.3 and 2.8.6 is contingent upon
purchase of an engine with a Boeing equivalent thrust rating of *** and flat
rated to *** at sea level or higher.


 


7.5                                                                               The Operating Empty Weight (OEW) used for
compliance with the mission guarantees shall be *** in Paragraph 03-60-00 of
the Detail Specification.


 


7.6                                                                               Compliance with the Manufacturer’s Empty
Weight guarantee shall be based on information in the “Weight and Balance
Control and Loading Manual - Aircraft Report.”


 


7.7                                                                               Compliance with the Fleet Average Cruise
Range guarantee, Fleet Average Mission Payload, and Fleet Average Mission Block
Fuel guarantees shall be demonstrated upon completion of the flight testing for
the fifth (5) airplane that uses the Demonstration Method of compliance
set forth in Letter Agreement 6-1162-SKC-0973 and upon completion of each
additional aircraft flight tested using the Demonstration Method.  Such compliance will only be based on
aircraft test results using the Demonstration Method.  Compliance with the Fleet Average MEW
guarantee and the Fleet Average Maximum Structural Payload guarantee shall be
demonstrated upon delivery of the fifth (5) Aircraft in order of delivery
and upon delivery of each subsequent Aircraft.


 


7.8                                                                               The data derived from tests shall be
adjusted as required by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering practices to show
compliance with these guarantees.


 


7.9                                                                               Compliance shall be based on the
performance of the airframe and engines in combination, and shall not be
contingent on the engine meeting its manufacturer’s performance specification.


 


7.10                                                                        Compliance with the guarantee for
interior sound levels in flight shall be demonstrated by a report based on a
sound level survey on the Buyer’s 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment D to Letter
Agreement No.


6-1162-SKC-971


Trent 1000 Engines


236 Passenger Interior (9
Abreast Economy Seating)


Page 12


 


Aircraft, a production 787-8 aircraft, or another aircraft acoustically
similar to the Buyer’s Aircraft, whichever is available as determined by
Boeing.  These sound levels shall be
adjusted for sound level changes resulting from Buyer Furnished Equipment,
Boeing Purchased Equipment, and from changes to the Detail Specification approved
by the Buyer and Boeing or otherwise allowed by the Purchase Agreement.


 


8                                                                                         EXCLUSIVE GUARANTEES


 


The only entry into service performance guarantees applicable to the
Aircraft are those set forth in this Attachment.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


6-1162-SKC-972


 


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota  55121


 


	
  Subject:

  	
   

  	
  Substitution
  Aircraft Performance Guarantees

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787-8
  aircraft (the Aircraft)

  



 


This letter agreement
(Letter Agreement) amends and supplements 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
Buyer with the performance guarantees for the model 787-9 aircraft equipped
with GENX engines, as Attachments A and B, and performance guarantees for the
model 787-9 aircraft equipped with Trent 1000 engines, as Attachments C and
D.  These guarantees are exclusive and
expire upon delivery of the Aircraft to Buyer.


 


The attached performance
guarantees are representative of the model 787-9 aircraft as defined in 7E7
Airplane Description and Selections Document No. 7E7B1-0227, Revision D-1,
dated November 23, 2004 and 7E7-9 (LOPA) YS5474 dated October 20,
2004.  Boeing reserves the right to
revise the model 787-9 aircraft definition to incorporate changes and to revise
the attached guarantees to reflect the affects of the configuration changes, if
any, prior to Buyer and Boeing entering into a definitive agreement to
substitute the model 787-9 aircraft for the Aircraft.


 


At a time mutually agreed
upon, prior to Buyer exercising its right to substitute model 787-9 aircraft,
Buyer and Boeing shall negotiate in good faith performance guarantees
containing elements similar to the attachments of the performance guarantees
described in Letter Agreement No. 6-1162-SKC-971 ***


 





















 


Northwest Airlines, Inc.


6-1162-SKC-972


Page 2


 


 


Buyer agrees not to
disclose this Letter Agreement, attachments, or any other information related
to this Letter Agreement without prior written consent by Boeing, except where
otherwise required by law.


 


Very truly yours,


 


THE BOEING COMPANY


 


 


	
  By

  	
    ***

  	
   

  	
   

  
	
   

  	
   

  
	
  Its 

  	
  Attorney-In-Fact

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  
	
  Date:

  	
   May 5,
  2005

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  NORTHWEST
  AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
    ***

  	
   

  	
   

  
	
   

  	
   

  
	
  Its 

  	
  President & CEO

  	
   

  	
   

  
							



 


 


Attachments


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-972


GEnx Engines


251 Passenger Interior (8
Abreast Economy Seating)


Page 1


 


MODEL 787-9 PERFORMANCE GUARANTEES


 


FOR NORTHWEST AIRLINES, INC.


 


 


	
   

  	
  SECTION

  	
   

  	
  CONTENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  AIRCRAFT
  MODEL APPLICABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
  FLIGHT
  PERFORMANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
  AIRCRAFT
  CONFIGURATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
  GUARANTEE
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
  GUARANTEE
  COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  EXCLUSIVE
  GUARANTEES

  	
   

  



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-972


GEnx Engines


251 Passenger Interior (8
Abreast Economy Seating)


Page 2


 


1                                                                                         AIRCRAFT MODEL APPLICABILITY


 


The guarantees
contained in this Attachment (the “Performance Guarantees”) are applicable to
the 787-9 Aircraft equipped with Boeing furnished GEnx engines.


 


2                                                                                         FLIGHT PERFORMANCE


 


2.1                                                                               Mission


 


2.1                                                                               Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route in the winter
season) using the conditions and operating rules defined below, shall not
be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


	
  Usable reserve fuel remaining upon completion of the
  approach and landing maneuver:  ***

  
	
   

  
	
  For information
  purposes, the reserve fuel is based on a standard day temperature and a) a
  fuel allowance equivalent to *** starting at the end of the mission cruise
  altitude and weight at LRC Mach number, b) a contingency fuel allowance
  equivalent to a ***hold in a racetrack pattern at ***at destination landing
  weight, c) a takeoff and climbout maneuver *** and climb, cruise (at LRC Mach
  ) and descent to a *** d) an approach and landing maneuver *** at the
  alternate airport plus an approach fuel pad of *** as specified by the
  customer, and e) a *** hold in a racetrack pattern at *** above the alternate
  airport at the actual ***.

  



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-972


GEnx Engines


251 Passenger Interior (8
Abreast Economy Seating)


Page 3


 


2.2                                                                               Customer
Weight Changes


 


The
mission payload guarantee of Paragraph 2.1 is based on an Operating Empty
Weight that includes the following customer changes:


 


***


 


2.3                                                                               Standard
and Operational Items Allowances


 


The
mission payload guarantee of Paragraph 2.1 is based on an Operating Empty
Weight that includes the Standard and Operational Items Allowances:


 


***


 


2.4                                                                               Northwest
Airlines 787-9 LOPA


 


The mission
payload guarantee of Paragraph 2.1 is based on the following LOPA:


 


***


 


3                                                                                         AIRCRAFT CONFIGURATION


 


3.1                                                                               The guarantees contained in this
Attachment are based on the Aircraft configuration as defined in the original
release of Detail Specification TBD (hereinafter referred to as the Detail
Specification).  Appropriate adjustment
shall be made for changes in such Detail Specification approved by the Customer
and Boeing or otherwise allowed by the Purchase Agreement which cause changes
to the flight performance, sound levels, and/or weight and balance of the
Aircraft.  Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the guarantees.


 


3.2                                                                               The guarantee payload of Paragraph 2.1
will be adjusted by Boeing for the effect of the following on OEW in its
evidence of compliance with the guarantees:


 


(1)        Changes to the Detail Specification or
any other changes that are present in the Aircraft at delivery prior to
incorporation to the Detail Specification mutually agreed upon between the
Buyer and Boeing or otherwise allowed by the Purchase Agreement.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-972


GEnx Engines


251 Passenger Interior (8
Abreast Economy Seating)


Page 4


 


(2)        The difference between the component
weight allowances given in Appendix IV of the Detail Specification and the
actual seat weights.


 


3.3                                                                               Boeing will revise
these guarantees for changes to the Aircraft LOPA and Operating Empty Weight
(OEW) resulting from changes to the Aircraft body length.


 


4                                                                                         GUARANTEE CONDITIONS


 


4.1                                                                               ***


 


4.2                                                                               The FAA Regulations (FAR) referred to in
this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1
through 25-112, subject to the approval of the Federal Aviation Administration.


 


4.3                                                                               In the event a change is made to any law,
governmental regulation or requirement, or in the interpretation of any such law,
governmental regulation or requirement that affects the certification basis for
the Aircraft as described in Paragraph 4.2, and as a result thereof, a change
is made to the configuration and/or the performance of the Aircraft in order to
obtain certification, the guarantees set forth in this Attachment shall be
appropriately modified to reflect any such change.


 


4.4                                                                               ***


 


4.5                                                                               ***


 


4.6                                                                               ***


 


4.7                                                                               ***


 


5                                                                                         GUARANTEE COMPLIANCE


 


5.1                                                                               Compliance with the guarantees of Section 2
shall be based on the conditions specified in those sections, the Aircraft
configuration of Section 3 and the guarantee conditions of Section 4.


 


5.2                                                                               Compliance with the takeoff portion of
the mission guarantees shall be based on the FAA approved Airplane Flight
Manual for the Model 787-9.


 


5.3                                                                               Compliance with the climb, cruise and
descent portions of the mission guarantees shall be established by calculations
based on flight test data obtained from an aircraft in a configuration similar
to that defined by the Detail Specification, equipped with GEnx engines.


 


5.4                                                                               ***


 


5.5                                                                               The data derived from tests shall be
adjusted as required by conventional methods of correction, interpolation or
extrapolation in accordance with 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to Letter
Agreement No.


6-1162-SKC-972


GEnx Engines


251 Passenger Interior (8
Abreast Economy Seating)


Page 5


 


established engineering practices to show compliance with these
guarantees.


 


5.6                                                                               Compliance shall be based on the
performance of the airframe and engines in combination, and shall not be
contingent on the engine meeting its manufacturer’s performance specification.


 


6                                                                                         EXCLUSIVE GUARANTEES


 


The only entry
into service performance guarantees applicable to the Aircraft are those set
forth in this Attachment.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-972


GEnx Engines


269 Passenger Interior (9
Abreast Economy Seating)


Page 1


 


MODEL
787-9 PERFORMANCE GUARANTEES



FOR NORTHWEST AIRLINES, INC.


 


	
   

  	
  SECTION

  	
   

  	
  CONTENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  AIRCRAFT
  MODEL APPLICABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
  FLIGHT
  PERFORMANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
  AIRCRAFT
  CONFIGURATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
  GUARANTEE CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
  GUARANTEE
  COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  EXCLUSIVE
  GUARANTEES

  	
   

  



 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-972


GEnx Engines


269 Passenger Interior (9
Abreast Economy Seating)


Page 2


 


1                                                                                         AIRCRAFT MODEL APPLICABILITY


 


The guarantees
contained in this Attachment (the “Performance Guarantees”) are applicable to
the 787-9 Aircraft equipped with Boeing furnished GEnx engines.


 


2                                                                                         FLIGHT PERFORMANCE


 


2.1                                                                               Mission


 


2.1                                                                               Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route in the winter
season) using the conditions and operating rules defined below, shall not
be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


The takeoff gross weight
shall conform to FAA Regulations.


 


***


 


2.2                                                                               Customer
Weight Changes


 


The
mission payload guarantee of Paragraph 2.1 is based on an Operating Empty
Weight that includes the following customer changes:


 


***


 


2.3                                                                               Standard
and Operational Items Allowances


 


The
mission payload guarantee of Paragraph 2.1 is based on an Operating Empty
Weight that includes the Standard and Operational Items Allowances:


 


***


 


2.4                                                                               Northwest
Airlines 787-9 LOPA


 


The mission payload guarantee of Paragraph 2.1 is based on the
following LOPA:


 


***


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-972


GEnx Engines


269 Passenger Interior (9
Abreast Economy Seating)


Page 3


 


3                                                                                         AIRCRAFT CONFIGURATION


 


3.1                                                                               The guarantees contained in this
Attachment are based on the Aircraft configuration as defined in the original
release of Detail Specification TBD (hereinafter referred to as the Detail
Specification).  Appropriate adjustment
shall be made for changes in such Detail Specification approved by the Customer
and Boeing or otherwise allowed by the Purchase Agreement which cause changes
to the flight performance, sound levels, and/or weight and balance of the
Aircraft.  Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the guarantees.


 


3.2                                                                               The guarantee payload of Paragraph 2.1
will be adjusted by Boeing for the effect of the following on OEW in its evidence
of compliance with the guarantees:


 


(1)                        Changes to the Detail Specification or
any other changes that are present in the Aircraft at delivery prior to
incorporation to the Detail Specification mutually agreed upon between the
Buyer and Boeing or otherwise allowed by the Purchase Agreement.


 


(2)                        The difference between the component
weight allowances given in Appendix IV of the Detail Specification and the
actual seat weights.


 


3.3                                                                               Boeing will revise
these guarantees for changes to the Aircraft LOPA and Operating Empty Weight
(OEW) resulting from changes to the Aircraft body length.


 


4                                                                                         GUARANTEE CONDITIONS


 


4.1                                                                               ***


 


4.2                                                                               The FAA Regulations (FAR) referred to in
this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1
through 25-112, subject to the approval of the Federal Aviation Administration.


 


4.3                                                                               In the event a change is made to any law,
governmental regulation or requirement, or in the interpretation of any such
law, governmental regulation or requirement that affects the certification
basis for the Aircraft as described in Paragraph 4.2, and as a result thereof,
a change is made to the configuration and/or the performance of the Aircraft in
order to obtain 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment B to Letter
Agreement No.


6-1162-SKC-972


GEnx Engines


269 Passenger Interior (9
Abreast Economy Seating)


Page 4


 


certification, the guarantees set forth in this Attachment shall be
appropriately modified to reflect any such change.


 


4.4                                                                               ***


 


4.5                                                                               ***


 


4.6                                                                               ***


 


4.7                                                                               ***


 


5                                                                                         GUARANTEE COMPLIANCE


 


5.1                                                                               Compliance with the guarantees of Section 2
shall be based on the conditions specified in those sections, the Aircraft
configuration of Section 3 and the guarantee conditions of Section 4.


 


5.2                                                                               Compliance with the takeoff portion of
the mission guarantees shall be based on the FAA approved Airplane Flight
Manual for the Model 787-9.


 


5.3                                                                               Compliance with the climb, cruise and
descent portions of the mission guarantees shall be established by calculations
based on flight test data obtained from an aircraft in a configuration similar
to that defined by the Detail Specification, equipped with GEnx engines.


 


5.4                                                                               ***


 


5.5                                                                               The data derived from tests shall be
adjusted as required by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering practices to show
compliance with these guarantees.


 


5.6                                                                               Compliance shall be based on the
performance of the airframe and engines in combination, and shall not be
contingent on the engine meeting its manufacturer’s performance specification.


 


6                                                                                         EXCLUSIVE GUARANTEES


 


The only entry
into service performance guarantees applicable to the Aircraft are those set
forth in this Attachment.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment C to Letter
Agreement No.


6-1162-SKC-972


Trent 1000 Engines


251 Passenger Interior (8
Abreast Economy Seating)


Page 1


 


MODEL
787-9 PERFORMANCE GUARANTEES


 


FOR
NORTHWEST AIRLINES, INC.


 


	
   

  	
  SECTION

  	
   

  	
  CONTENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  AIRCRAFT
  MODEL APPLICABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
  FLIGHT
  PERFORMANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
  AIRCRAFT
  CONFIGURATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
  GUARANTEE
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
  GUARANTEE
  COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  EXCLUSIVE
  GUARANTEES

  	
   

  



 


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment C to Letter
Agreement No.


6-1162-SKC-972


Trent 1000 Engines


251 Passenger Interior (8
Abreast Economy Seating)


Page 2


 


1                                                                                         AIRCRAFT MODEL APPLICABILITY


 


The guarantees
contained in this Attachment (the “Performance Guarantees”) are applicable to
the 787-9 Aircraft equipped with Boeing furnished Trent 1000 engines.


 


2                                                                                         FLIGHT PERFORMANCE


 


2.1                                                                               Mission


 


2.1                                                                               Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route in the winter
season) using the conditions and operating rules defined below, shall not
be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


2.2                                                                               Customer
Weight Changes


 


The
mission payload guarantee of Paragraph 2.1 is based on an Operating Empty Weight
that includes the following customer changes:


 


***


 


2.3                                                                               Standard
and Operational Items Allowances


 


The
mission payload guarantee of Paragraph 2.1 is based on an Operating Empty
Weight that includes the Standard and Operational Items Allowances:


 


***


 


2.4                                                                               Northwest
Airlines 787-9 LOPA


 


The mission
payload guarantee of Paragraph 2.1 is based on the following LOPA:


 


***


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment C to Letter
Agreement No.


6-1162-SKC-972


Trent 1000 Engines


251 Passenger Interior (8
Abreast Economy Seating)


Page 3


 


3                                                                                         AIRCRAFT CONFIGURATION


 


3.1                                                                               The guarantees contained in this
Attachment are based on the Aircraft configuration as defined in the original
release of Detail Specification TBD (hereinafter referred to as the Detail
Specification).  Appropriate adjustment
shall be made for changes in such Detail Specification approved by the Customer
and Boeing or otherwise allowed by the Purchase Agreement which cause changes
to the flight performance, sound levels, and/or weight and balance of the
Aircraft.  Such adjustment shall be
accounted for by Boeing in its evidence of compliance with the guarantees.


 


3.2                                                                               The guarantee payload of Paragraph 2.1
will be adjusted by Boeing for the effect of the following on OEW in its
evidence of compliance with the guarantees:


 


(1)                        Changes to the Detail Specification or
any other changes that are present in the Aircraft at delivery prior to
incorporation to the Detail Specification mutually agreed upon between the
Buyer and Boeing or otherwise allowed by the Purchase Agreement.


 


(2)                        The difference between the component
weight allowances given in Appendix IV of the Detail Specification and the
actual seat weights.


 


3.3                                                                               Boeing will revise
these guarantees for changes to the Aircraft LOPA and Operating Empty Weight
(OEW) resulting from changes to the Aircraft body length.


 


4                                                                                         GUARANTEE CONDITIONS


 


4.1                                                                               ***


 


4.2                                                                               The FAA Regulations (FAR) referred to in
this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1
through 25-112, subject to the approval of the Federal Aviation Administration.


 


4.3                                                                               In the event a change is made to any law,
governmental regulation or requirement, or in the interpretation of any such
law, governmental regulation or requirement that affects the certification
basis for the Aircraft as described in Paragraph 4.2, and as a result thereof,
a change is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment
shall be appropriately modified to reflect any such change.


 


4.4                                                                               ***


 


4.5                                                                               ***


 


4.6                                                                               ***


 


4.7                                                                               ***


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment C to Letter
Agreement No.


6-1162-SKC-972


Trent 1000 Engines


251 Passenger Interior (8
Abreast Economy Seating)


Page 4


 


5                                                                                         GUARANTEE COMPLIANCE


 


5.1                                                                               Compliance with the guarantees of Section 2
shall be based on the conditions specified in those sections, the Aircraft
configuration of Section 3 and the guarantee conditions of Section 4.


 


5.2                                                                               Compliance with the takeoff portion of
the mission guarantees shall be based on the FAA approved Airplane Flight
Manual for the Model 787-9.


 


5.3                                                                               Compliance with the climb, cruise and
descent portions of the mission guarantees shall be established by calculations
based on flight test data obtained from an aircraft in a configuration similar
to that defined by the Detail Specification, equipped with Trent 1000 engines.


 


5.4                                                                               ***


 


5.5                                                                               The data derived from tests shall be
adjusted as required by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering practices to show
compliance with these guarantees.


 


5.6                                                                               Compliance shall be based on the
performance of the airframe and engines in combination, and shall not be
contingent on the engine meeting its manufacturer’s performance specification.


 


6                                                                                         EXCLUSIVE GUARANTEES


 


The only entry
into service performance guarantees applicable to the Aircraft are those set
forth in this Attachment.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment D to Letter
Agreement No.


6-1162-SKC-972


Trent 1000 Engines


269 Passenger Interior (9
Abreast Economy Seating)


Page 1


 


MODEL
787-9 PERFORMANCE GUARANTEES


 


FOR
NORTHWEST AIRLINES, INC.


 


	
   

  	
  SECTION

  	
   

  	
  CONTENTS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  1

  	
   

  	
  AIRCRAFT
  MODEL APPLICABILITY

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  2

  	
   

  	
  FLIGHT
  PERFORMANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  3

  	
   

  	
  AIRCRAFT
  CONFIGURATION

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  4

  	
   

  	
  GUARANTEE
  CONDITIONS

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  5

  	
   

  	
  GUARANTEE
  COMPLIANCE

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
  6

  	
   

  	
  EXCLUSIVE
  GUARANTEES

  	
   

  



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment D to Letter
Agreement No.


6-1162-SKC-972


Trent 1000 Engines


269 Passenger Interior (9
Abreast Economy Seating)


Page 2


 


1                                                                                         AIRCRAFT MODEL APPLICABILITY


 


The guarantees
contained in this Attachment (the “Performance Guarantees”) are applicable to
the 787-9 Aircraft equipped with Boeing furnished Trent 1000 engines.


 


2                                                                                         FLIGHT PERFORMANCE


 


2.1                                                                               Mission


 


2.1                                                                               Mission Payload


 


The payload for a
stage length of *** in still air (representative of a *** route in the winter
season) using the conditions and operating rules defined below, shall not
be less than the following guarantee value:


 


***


 


Conditions and
operating rules:


 


***


 


2.2                                                                               Customer
Weight Changes


 


The
mission payload guarantee of Paragraph 2.1 is based on an Operating Empty
Weight that includes the following customer changes:


 


***


 


2.3                                                                               Standard
and Operational Items Allowances


 


The
mission payload guarantee of Paragraph 2.1 is based on an Operating Empty
Weight that includes the Standard and Operational Items Allowances:


 


***


 


2.4                                                                               Northwest
Airlines 787-9 LOPA


 


The mission
payload guarantee of Paragraph 2.1 is based on the following LOPA:


 


***


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment D to Letter
Agreement No.


6-1162-SKC-972


Trent 1000 Engines


269 Passenger Interior (9
Abreast Economy Seating)


Page 3


 


3                                                                                         AIRCRAFT CONFIGURATION


 


3.1                                                                               The guarantees contained in this
Attachment are based on the Aircraft configuration as defined in the original
release of Detail Specification TBD (hereinafter referred to as the Detail
Specification).  Appropriate adjustment
shall be made for changes in such Detail Specification approved by the Customer
and Boeing or otherwise allowed by the Purchase Agreement which cause changes
to the flight performance, sound levels, and/or weight and balance of the Aircraft.  Such adjustment shall be accounted for by
Boeing in its evidence of compliance with the guarantees.


 


3.2                                                                               The guarantee payload of Paragraph 2.1
will be adjusted by Boeing for the effect of the following on OEW in its
evidence of compliance with the guarantees:


 


(1)                        Changes to the Detail Specification or
any other changes that are present in the Aircraft at delivery prior to
incorporation to the Detail Specification mutually agreed upon between the
Buyer and Boeing or otherwise allowed by the Purchase Agreement.


 


(2)                        The difference between the component
weight allowances given in Appendix IV of the Detail Specification and the
actual seat weights.


 


3.3                                                                               Boeing will revise
these guarantees for changes to the Aircraft LOPA and Operating Empty Weight (OEW)
resulting from changes to the Aircraft body length.


 


4                                                                                         GUARANTEE CONDITIONS


 


4.1                                                                               ***


 


4.2                                                                               The FAA Regulations (FAR) referred to in
this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1
through 25-112, subject to the approval of the Federal Aviation Administration.


 


4.3                                                                               In the event a change is made to any law,
governmental regulation or requirement, or in the interpretation of any such
law, governmental regulation or requirement that affects the certification
basis for the Aircraft as described in Paragraph 4.2, and as a result thereof,
a change is made to the configuration and/or the performance of the Aircraft in
order to obtain certification, the guarantees set forth in this Attachment shall
be appropriately modified to reflect any such change.


 


4.4                                                                               ***


 


4.5                                                                               ***


 


4.6                                                                               ***


 


4.7                                                                               ***


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment D to Letter
Agreement No.


6-1162-SKC-972


Trent 1000 Engines


269 Passenger Interior (9
Abreast Economy Seating)


Page 4


 


5                                                                                         GUARANTEE COMPLIANCE


 


5.1                                                                               Compliance with the guarantees of Section 2
shall be based on the conditions specified in those sections, the Aircraft
configuration of Section 3 and the guarantee conditions of Section 4.


 


5.2                                                                               Compliance with the takeoff portion of
the mission guarantees shall be based on the FAA approved Airplane Flight
Manual for the Model 787-9.


 


5.3                                                                               Compliance with the climb, cruise and
descent portions of the mission guarantees shall be established by calculations
based on flight test data obtained from an aircraft in a configuration similar
to that defined by the Detail Specification, equipped with Trent 1000 engines.


 


5.4                                                                               The OEW used for compliance with the
mission guarantees shall be the actual MEW plus the Standard and Operational Items
Allowance in Paragraph 03-60-00 of the Detail Specification.


 


5.5                                                                               The data derived from tests shall be
adjusted as required by conventional methods of correction, interpolation or
extrapolation in accordance with established engineering practices to show
compliance with these guarantees.


 


5.6                                                                               Compliance shall be based on the
performance of the airframe and engines in combination, and shall not be
contingent on the engine meeting its manufacturer’s performance specification.


 


6                                                                                         EXCLUSIVE GUARANTEES


 


The only entry
into service performance guarantees applicable to the Aircraft are those set
forth in this Attachment.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 





 


	
   

  	
  The
  Boeing Company

  
	
   

  	
  P.O. Box
  3707

  
	
   

  	
  Seattle, WA
  98124 2207

  



 


6-1162-SKC-973


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota  55121


 


	
  Subject:

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787-8
  aircraft (the Aircraft)

  



 


This Letter Agreement
amends and supplements the Purchase Agreement. 
All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.


 


The Performance
Guarantees for the Aircraft are set forth in Letter Agreement No. 6-1162-SKC-971
(the Performance Guarantees).


 


***


 


1.                                       ***


 


2.                                       ***


 


3.                                       ***


 


4.                                       ***


 


5.                                       ***


 


6.                                       Use
of Aircraft.


 


Buyer
agrees that Boeing may use the Test Aircraft to conduct the flight tests
described in Paragraph 1.2 hereof and that Buyer will accept delivery of such
Aircraft without any reduction in price for depreciation or normal wear and
tear resulting from such flight tests.


 


7.                                       Duplication
of Benefits.


 


Boeing and Buyer agree that it is not the intent of the parties under this
Letter Agreement to cause Boeing and/or Engine Manufacturer to provide
duplicate benefits to Buyer for the same event which results in Buyer’s unjust
enrichment, provided that, in the case of any such duplicate benefits, Buyer
shall be entitled to elect to receive the benefit which is most favorable to
Buyer.


 


8.             Exclusive
Remedy.


 


Performance
of the commitments made in this Letter Agreement by Boeing in accordance with
the terms and conditions of this Letter Agreement shall constitute complete,
full and final settlement and satisfaction of all Boeing’s obligations and
liabilities to Buyer solely with respect to failure of the Aircraft to meet the



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 





 


Northwest Airlines, Inc.


6-1162-SKC-973


Page 2


 


Performance Guarantees as
determined by either the Standard Method or the Demonstration Method, provided
that nothing in this Letter Agreement shall be deemed to modify or limit Buyer’s
rights and remedies under Letter Agreements 6-1162-SKC-974, 6-1162-SKC-975, 6-1162-SKC-976
or 6-1162-SKC-977.


 


9.                                       Assignment.


 


Neither
party may assign this Letter Agreement without the express written approval of
the other party.


 


10.                                 Confidential
Treatment.


 


Buyer
agrees that it will treat the information contained herein as confidential and
will not, without the prior written consent of Boeing, disclose such
information contained therein to any other person or entity except as may be
required (i) by applicable law or governmental regulations, or (ii) for
financing the Aircraft.  In connection
with any such disclosure or filing of such information contained therein
pursuant to any such applicable law or governmental regulation, Buyer will use
its best reasonable efforts to obtain confidential treatment of such
information.  Boeing agrees to cooperate
with Buyer in making and supporting its request for confidential treatment.


 


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.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 





 


Northwest Airlines, Inc.


6-1162-SKC-973


Page 3


 


 


	
  Very truly
  yours,

  
	
   

  
	
  THE BOEING
  COMPANY

  
	
   

  
	
   

  
	
  By

  	
             ***

  	
   

  
	
   

  
	
  Its

  	
             Attorney-In-Fact

  	
   

  
	
   

  
	
   

  
	
  ACCEPTED AND
  AGREED TO this

  
	
   

  
	
  Date: 

  	
        May 5,
  2005

  	
   

  
	
   

  
	
  NORTHWEST
  AIRLINES, INC

  
	
   

  
	
   

  
	
  By

  	
            ***

  	
   

  
	
   

  
	
  Its

  	
        President &
  CEO           

  	
   

  
								



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 





 


Attachment A to 6-1162-SKC-973


Page 1


 


PART A


 


***


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A to 6-1162-SKC-973


Page 3


 


PART B


 


**


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment B to 6-1162-SKC-973


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


6-1162-SKC-974


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota  55121


 


	
  Subject:

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787-8
  aircraft (the Aircraft)

  



 


This Letter Agreement
amends the Purchase Agreement dated as of even date herewith between Boeing and
the Buyer relating to Model 787-8 aircraft (the Aircraft).


 


All terms used herein and
in the Purchase Agreement, and not defined herein, shall have the same meaning
as in the Purchase Agreement.


 


1.                                                               ***


 


2.                                                               ***


 


3.                                                               ***


 


4.                                                               ***


 


5.                                                               ***


 


6.                                                               ***


 


7.                                                               ***


 


8.                                                               Duplication
of Benefits.


 


Boeing and Buyer agree that it
is not the intent of the parties under this Letter Agreement to cause Boeing or
for Boeing to cause Engine Manufacturer to provide duplicate benefits to Buyer
for the same event which results in Buyer’s unjust enrichment, provided that,
in the case of any such duplicate benefits, Buyer shall be entitled to elect to
receive the benefit which is most favorable to Buyer.


 


9.                                                               Assignment.


 


Neither party may assign this Letter Agreement without
the express written approval of the other party.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Letter Agreement No. 6-1162-SKC-974


Page 2


 


10.                                                    Confidential
Treatment.


 


Buyer
agrees that it will treat the information contained herein as confidential and
will not, without the prior written consent of Boeing, disclose such
information contained therein to any other person or entity except as may be
required (i) by applicable law or governmental regulations, or (ii) for
financing the Aircraft.  In connection
with any such disclosure or filing of such information contained therein
pursuant to any such applicable law or governmental regulation, Buyer will use
its best reasonable efforts to obtain confidential treatment of such
information.  Boeing agrees to cooperate
with Buyer in making and supporting its request for confidential treatment.


 


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:

  
	
   

  
	
  Date

  	
  May 5, 2005

  	
   

  
	
   

  
	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  
	
   

  
	
  By

  	
  ***

  	
   

  
	
  Its

  	
  President & CEO

  	
   

  
									



 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


Attachment A  to


Letter Agreement No. 6-1162-
SKC-974


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment B  to


Letter Agreement No. 6-1162-
SKC-974


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment C  to


Letter Agreement No. 6-1162-
SKC-974


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment D  to


Letter Agreement No. 6-1162-
SKC-974


Page 1


 


***


 


NOTE:                               Any
rounding of a number, as required under this Attachment with respect to
escalation of the ARV, shall be accomplished as follows:  If the first digit of the portion to be dropped
from the number to be rounded is five or greater, the preceding digit shall be
raised to the next higher number.


 


P.A. No. 2924


BOEING PROPRIETARY


 





















 


6-1162-SKC-975


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota  55121


 


Subject:                                                     ***


 


Reference:                                        Purchase
Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
(Boeing) and Northwest Airlines (Buyer) relating to Model 787-8 aircraft (the
Aircraft)


 


This Letter Agreement
amends the Purchase Agreement dated as of even date herewith between Boeing the
Buyer relating to Model 787-8 aircraft (the Aircraft).


 


All terms used herein and
in the Purchase Agreement, and not defined herein, shall have the same meaning
as in the Purchase Agreement.


 


1.                                                          ***


 


2.                                                          ***


 


3.                                                          ***


 


4.                                                          ***


 


5.                                                          ***


 


6.                                                          ***


 


7.                                                          ***


 


8.                                                          Duplication of Benefits.


 


Boeing and Buyer
agree that it is not the intent of the parties under this Letter Agreement to
cause Boeing or for Boeing to cause Engine Manufacturer to provide duplicate benefits to
Buyer for the same event which results in Buyer’s unjust enrichment, provided
that, in the case of any such duplicate benefits, Buyer shall be entitled to
elect to receive the benefit which is most favorable to Buyer.


 


9.                                                          Assignment.


 


Neither party may assign this Letter Agreement without
the express written approval of the other party.


 


10.                                                    Confidential
Treatment.


 


Buyer
agrees that it will treat the information contained herein as confidential and
will not, without the prior written consent of Boeing, disclose such
information contained therein to any other person or entity except as may be
required (i) by applicable law or governmental regulations, or (ii) for
financing the Aircraft.  In connection
with any such disclosure or filing of such information contained therein
pursuant to any such applicable law or governmental regulation, Buyer will use
its best reasonable efforts to obtain confidential treatment of such
information.  Boeing agrees to cooperate
with Buyer in making and supporting its request for confidential treatment.


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Letter Agreement No. 6-1162-SKC-975


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:

  
	
   

  
	
  Date: May 5,
  2005

  
	
   

  
	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  
	
   

  
	
  By 

  	
  ***

  	
   

  
	
   

  
	
  Its 

  	
  President & CEO

  	
   

  



 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Attachment A to


Letter Agreement
No. 6-1162- SKC-975


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment B to


Letter Agreement
No. 6-1162- SKC-975


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment C to


Letter Agreement
No. 6-1162- SKC-975


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment D to


Letter Agreement No. 6-1162-
SKC-975


Page 1


 


***


 


NOTE:                               Any
rounding of a number, as required under this Attachment with respect to
escalation of the ARV, shall be accomplished as follows:  If the first digit of the portion to be
dropped from the number to be rounded is five or greater, the preceding digit
shall be raised to the next higher number.


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-976-1


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota  55121


 


Subject:                                                     ***


 


Reference:                                        Purchase
Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
(Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787-8
aircraft (the Aircraft)


 


This Letter Agreement
amends the Purchase Agreement dated as of even date herewith between Boeing and
Buyer relating to Model 787-8 aircraft (the Aircraft).


 


All terms used herein and
in the Purchase Agreement, and not defined herein, shall have the same meaning
as in the Purchase Agreement.


 


1.                                                          ***


 


2.                                                          ***


 


3.                                                          ***


 


4.                                                          ***


 


5.                                                          ***


 


6.                                                          ***


 


7.                                                          ***


 


8.                                                          Duplication
of Benefits. 


 


Boeing and Buyer agree that it is not the intent of the parties under this
Letter Agreement to cause Boeing and/or Engine Manufacturer to provide
duplicate benefits to Buyer for the same event which results in Buyer’s unjust
enrichment, provided that, in the case of any such duplicate benefits, Buyer
shall be entitled to elect to receive the benefit which is most favorable to
Buyer.


 


9.                                                          Exclusive
Remedy.


 


Performance
of the commitments made in this Letter Agreement by Boeing in accordance with
the terms and conditions of this Letter Agreement shall constitute complete, full
and final settlement and satisfaction of all Boeing’s obligations and
liabilities to Buyer solely with respect to failure of the Aircraft to meet the
Payload Commitment, provided that nothing in this Letter Agreement shall be
deemed to modify or limit Buyer’s rights and remedies under Letter Agreement
6-1162-SKC-973. 


 


10.                                                    Assignment.


 


Neither party may assign this Letter Agreement without
the express written approval of the other party.


 


11.                                                    Confidential
Treatment.


 


Buyer
agrees that it will treat the information contained herein as confidential and
will not, without the prior written consent of Boeing, disclose


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Letter Agreement
No. 6-1162-SKC-976-1


Page 2


 


such information
contained therein to any other person or entity except as may be required (i) by
applicable law or governmental regulations, or (ii) for financing the
Aircraft.  In connection with any such
disclosure or filing of such information contained therein pursuant to any such
applicable law or governmental regulation, Buyer will use its best reasonable
efforts to obtain confidential treatment of such information.  Boeing agrees to cooperate with Buyer in
making and supporting its request for confidential treatment. 


 


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:

  
	
   

  
	
  Date:

  	
  May 5, 2005

  	
   

  
	
   

  
	
   

  
	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  
	
   

  
	
  By 

  	
  ***

  	
   

  
	
   

  
	
  Its 

  	
  President & CEO

  	
   

  
					



 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Attachment A to


Letter Agreement
No. 6-1162- SKC-976-1


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment B to


Letter Agreement
No. 6-1162- SKC-976-1


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment C to


Letter Agreement
No. 6-1162- SKC-976-1


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment D to


Letter Agreement
No. 6-1162- SKC-976-1


Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment E to


Letter Agreement
No. 6-1162- SKC-976-1


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment F to


Letter Agreement
No. 6-1162- SKC-976


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


6-1162-SKC-976-2


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota  55121


 


Subject:                                                     ***


 


Reference:                                        Purchase
Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
(Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787-8
aircraft (the Aircraft)


 


This Letter Agreement
amends the Purchase Agreement dated as of even date herewith between Boeing and
Buyer relating to Model 787-8 aircraft (the Aircraft).


 


All terms used herein and
in the Purchase Agreement, and not defined herein, shall have the same meaning
as in the Purchase Agreement.


 


1.                                                          ***


 


2.                                                          ***


 


3.                                                          ***


 


4.                                                          ***


 


5.                                                          ***


 


6.                                                          ***


 


7.                                                          ***


 


8.                                                          Duplication
of Benefits.


 


Boeing and Buyer agree that it is not the intent of the parties under this
Letter Agreement to cause Boeing and/or Engine Manufacturer to provide
duplicate benefits to Buyer for the same event which results in Buyer’s unjust
enrichment, provided that, in the case of any such duplicate benefits, Buyer
shall be entitled to elect to receive the benefit which is most favorable to
Buyer.


 


9.                   Exclusive Remedy.


 


Performance
of the commitments made in this Letter Agreement by Boeing in accordance with
the terms and conditions of this Letter Agreement shall constitute complete,
full and final settlement and satisfaction of all Boeing’s obligations and
liabilities to Buyer solely with respect to failure of the Aircraft to meet the
Payload Commitment, provided that nothing in this Letter Agreement shall be
deemed to modify or limit Buyer’s rights and remedies under Letter Agreement 6-1162-SKC-973.


 


10.                                                    Assignment.


 


Neither party may assign this Letter Agreement without
the express written approval of the other party.


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Letter Agreement No. 6-1162-
SKC-975


Page 2


 


11.                                                    Confidential
Treatment.


 


Buyer
agrees that it will treat the information contained herein as confidential and
will not, without the prior written consent of Boeing, disclose such
information contained therein to any other person or entity except as may be
required (i) by applicable law or governmental regulations, or (ii) for
financing the Aircraft.  In connection
with any such disclosure or filing of such information contained therein
pursuant to any such applicable law or governmental regulation, Buyer will use
its best reasonable efforts to obtain confidential treatment of such
information.  Boeing agrees to cooperate
with Buyer in making and supporting its request for confidential treatment.


 


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:

  
	
   

  
	
  Date: 

  	
  May 5, 2005

  	
   

  
	
   

  
	
   

  
	
  NORTHWEST
  AIRLINES, INC.

  
	
   

  
	
   

  
	
  By 

  	
  ***

  	
   

  
	
   

  
	
  Its 

  	
  President & CEO

  	
   

  
					



 





















 


Attachment A to


Letter Agreement
No. 6-1162- SKC-976-2


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment B to


Letter Agreement
No. 6-1162- SKC-976-2


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment C to


Letter Agreement
No. 6-1162- SKC-976-2


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment D to


Letter Agreement
No. 6-1162- SKC-976-2


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment E to


Letter Agreement
No. 6-1162- SKC-976-2


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


Attachment F to


Letter Agreement
No. 6-1162- SKC-976


Page 1


 


***


 


	
  P.A.
  No. 2924

  	
   

  	
  BOEING
  PROPRIETARY

  



 





















 


6-1162-SKC-977-1


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


Subject:                  ***


 


Reference:             Purchase
Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
(Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787-8
aircraft (the Aircraft)


 


This Letter Agreement amends the Purchase Agreement dated as of even
date herewith between Boeing and the Buyer relating to Model 787-8 aircraft
(the Aircraft).


 


All terms used herein and in the Purchase Agreement, and not defined
herein, shall have the same meaning as in the Purchase Agreement.


 


1.                                       ***


 


2.                                       ***


 


3.                                       ***


 


4.                                       ***


 


5.                                       ***


 


6.                                       ***


 


7.                                       ***


 


8.                                       Duplication
of Benefits.


 


Boeing
and Buyer agree that it is not the intent of the parties under this Letter
Agreement to cause Boeing and/or Engine Manufacturer to provide duplicate
benefits to Buyer for the same event which results in Buyer’s unjust
enrichment, provided that, in the case of any such duplicate benefits, Buyer
shall be entitled to elect to receive the benefit which is most favorable to
Buyer.


 


9.                                       Exclusive
Remedy.


 


Performance of the commitments made in this Letter Agreement by Boeing
in accordance with the terms and conditions of this Letter Agreement shall
constitute complete, full and final settlement and satisfaction of all Boeing’s
obligations and liabilities to Buyer solely with respect to failure of the
Aircraft to meet the Payload Commitment, provided that nothing in this Letter
Agreement shall be deemed to modify or limit Buyer’s rights and remedies under
Letter Agreement 6-1162-SKC-973.


 


10.                                 Assignment.


 


Neither party may assign this Letter Agreement without the express
written approval of the other party.


 


11.                                 Confidential
Treatment.


 


Buyer agrees that it will treat the information contained herein as
confidential and will not, without the prior written consent of Boeing,
disclose such information contained therein to any other person or entity
except as may be


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Letter Agreement No.
6-1162-SKC-977-1


Page 2


 


required (i) by applicable law or governmental regulations, or
(ii) for financing the Aircraft.  In
connection with any such disclosure or filing of such information contained
therein pursuant to any such applicable law or governmental regulation, Buyer
will use its best reasonable efforts to obtain confidential treatment of such
information.  Boeing agrees to cooperate
with Buyer in making and supporting its request for confidential treatment.


 


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:

  	
   

  
	
   

  	
   

  	
   

  
	
  Date: 

  	
  May 5, 2005

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
      ***

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its 

  	
       President & CEO

  	
   

  	
   

  
										



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Attachment A to

Letter Agreement No. 6-1162-SKC-977-1

Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment B to

Letter Agreement No. 6-1162-SKC-977-1

Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment C to

Letter Agreement No. 6-1162-SKC-977-1

Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment D to

Letter Agreement No. 6-1162-SKC-977-1

Page 1


 


***


 


	
  P.A. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment E to

Letter Agreement No. 6-1162-SKC-977-1

Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment F to

Letter Agreement No. 6-1162-SKC-977

Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


6-1162-SKC-977-2


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


Subject:                  ***


 


Reference:             Purchase
Agreement No. 2924 (the Purchase Agreement) between The Boeing Company (Boeing)
and Northwest Airlines, Inc. (Buyer) relating to Model 787-8 aircraft (the
Aircraft)


 


This Letter Agreement amends the Purchase Agreement dated as of even
date herewith between Boeing and the Buyer relating to Model 787-8 aircraft
(the Aircraft).


 


All terms used herein and in the Purchase Agreement, and not defined
herein, shall have the same meaning as in the Purchase Agreement.


 


1.                                       ***


 


2.                                       ***


 


3.                                       ***


 


4.                                       ***


 


5.                                       ***


 


6.                                       ***


 


7.                                       ***


 


8.                                       Duplication
of Benefits.


 


Boeing
and Buyer agree that it is not the intent of the parties under this Letter
Agreement to cause Boeing and/or Engine Manufacturer to provide duplicate
benefits to Buyer for the same event which results in Buyer’s unjust
enrichment, provided that, in the case of any such duplicate benefits, Buyer
shall be entitled to elect to receive the benefit which is most favorable to
Buyer.


 


9.                                     Exclusive
Remedy.


 


Performance of the commitments made in this Letter Agreement by Boeing
in accordance with the terms and conditions of this Letter Agreement shall
constitute complete, full and final settlement and satisfaction of all Boeing’s
obligations and liabilities to Buyer solely with respect to failure of the
Aircraft to meet the Payload Commitment, provided that nothing in this Letter
Agreement shall be deemed to modify or limit Buyer’s rights and remedies under
Letter Agreement 6-1162-SKC-973.


 


10.                                 Assignment.


 


Neither party may assign this Letter Agreement without the express
written approval of the other party. 


 


11.                                 Confidential
Treatment.


 


Buyer agrees that it will treat the information contained herein as
confidential and will not, without the prior written consent of Boeing,
disclose


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Letter Agreement No.
6-1162-SKC-977-2


Page 2


 


such information contained
therein to any other person or entity except as may be required (i) by applicable
law or governmental regulations, or (ii) for financing the Aircraft.  In connection with any such disclosure or
filing of such information contained therein pursuant to any such applicable
law or governmental regulation, Buyer will use its best reasonable efforts to
obtain confidential treatment of such information.  Boeing agrees to cooperate with Buyer in
making and supporting its request for confidential treatment.


 


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:

  
	
   

  
	
  Date: 

  	
  May 5, 2005

  	
   

  
	
   

  
	
  NORTHWEST AIRLINES, INC.

  
	
   

  
	
   

  
	
  By 

  	
     ***

  	
   

  
	
   

  
	
  Its 

  	
          President & CEO

  	
   

  
							



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Attachment A to

Letter Agreement No. 6-1162-SKC-977-2

Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment B to

Letter Agreement No. 6-1162-SKC-977-2

Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment C to

Letter Agreement No. 6-1162-SKC-977-2

Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment D to

Letter Agreement No. 6-1162-SKC-977-2

Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment E to

Letter Agreement No. 6-1162-SKC-977-2

Page 1


 


***


 


	
  P.A. No. 2924

  	
   

  	
  BOEING PROPRIETARY

  



 





















 


Attachment F to

Letter Agreement No. 6-1162-SKC-977

Page 1


 


***


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-980


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


	
  Subject:

  	
  Spares Initial Provisioning

  
	
   

  
	
  Reference:

  	
  a)

  	
  Purchase Agreement No. 2924 (the Purchase Agreement) between The
  Boeing Company (Boeing) and Northwest Airlines, Inc. (Buyer) relating to
  Model 787 aircraft (the Aircraft)

  
	
   

  
	
   

  	
  b)

  	
  Customer Services General Terms Agreement No. 51-1 (CSGTA)
  between Boeing and Buyer

  



 


This letter agreement (Letter Agreement) is entered into on the date
below and amends and supplements the Purchase Agreement.  All capitalized terms used but not defined in
this Letter Agreement have the same meaning as in the CSGTA, except for
“Aircraft” which will have the meaning provided in the Purchase Agreement.


 


In order to define the process by which Boeing and Buyer will
(i) identify those Spare Parts and Standards critical to Buyer’s
successful introduction of the Aircraft into service and its continued
operation, (ii) place Orders under the provisions of the CSGTA as
supplemented by the provisions of this Letter Agreement for those Spare Parts
and Standards, and (iii) manage the return of certain of those Spare Parts
which Buyer does not use, the parties agree as follows.


 


1.             Definitions.


 


 


“Provisioning Data” means the
documentation provided by Boeing to Buyer, including but not limited to the Recommended
Spare Parts List (RSPL), identifying all Boeing initial provisioning
requirements for the Aircraft.


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc


6-1162-SKC-980


Page 2


 


“Provisioning Items” means the Spare
Parts and Standards identified by Boeing as initial provisioning requirements
in support of the Aircraft, excluding special tools, ground support equipment,
engines and engine parts.


 


“Provisioning Products Guide” means the
Boeing Manual D6-81834 entitled “Spares Provisioning Products Guide”.


 


2.             Phased
Provisioning.


 


2.1           Provisioning
Products Guide.  *** prior to the
initial provisioning meeting Boeing will furnish to Buyer a copy of the
Provisioning Products Guide.


 


2.2           Initial Provisioning
Meeting.  On or about twelve (12) months
prior to delivery of the first Aircraft the parties will conduct an initial
provisioning meeting where the procedures, schedules and requirements for
training will be established to accomplish phased provisioning of Spare Parts
and Standards for the Aircraft in accordance with the Provisioning Products
Guide.


 


2.3           Provisioning Data.  *** initial provisioning meeting Buyer will
provide to Boeing the operational parameter information described in Chapter 6
of the Provisioning Products Guide.  Upon
resolving any clarifications Boeing may request on such Buyer information,
Boeing will prepare the Provisioning Data. 
Such Provisioning Data will be furnished to Buyer within ninety (90)
days after Boeing finalizes the engineering drawings for the Aircraft ***.  The Provisioning Data will be complete and
will cover Provisioning Items selected by Boeing for review by Buyer for
initial provisioning of Spare Parts and Standards for the Aircraft.  Boeing will furnish to Buyer revisions to the
Provisioning Data until approximately ninety (90) days following delivery of
the last Aircraft or until the delivery configuration of each of the Aircraft
is reflected in the Provisioning Data, whichever is later.


 


2.4           Buyer Furnished
Equipment (BFE) Provisioning Data.


Unless otherwise advised by Boeing, Buyer will provide or ensure its
BFE suppliers provide to Boeing the BFE data in scope and format reasonably
acceptable to Boeing in accordance with the schedule established during
the initial provisioning meeting.


 


***


 


P.A. No. 2924


 


3.             Purchase from
Boeing of Spare Parts and Standards as Initial Provisioning for the Aircraft.


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc


6-1162-SKC-980


Page 3


 


3.1           Schedule.  In accordance with schedules established
during the initial provisioning meeting, Buyer may place Orders for
Provisioning Items and any ground support equipment (GSE), special tools or
engine spare parts which Buyer determines it will initially require for
maintenance, overhaul and servicing of the Aircraft and/or engines.


 


3.2           Prices of Initial
Provisioning Spare Parts.


 


3.2.1  Boeing Spare Parts.  The Provisioning Data will set forth the
prices for those Provisioning Items that are Boeing Spare Parts and such prices
will be firm and remain in effect until delivery of the first Aircraft from the
date the price is first quoted to Buyer in the Provisioning Data.


 


3.2.2  Supplier Spare Parts.  Boeing will provide prices in the
Provisioning Data for Provisioning Items that are Supplier Spare Parts.  The price to Buyer for any Supplier Spare
Parts that are Provisioning Items or for any items ordered for initial
provisioning of GSE, special tools manufactured by suppliers, or engine spare
parts, in each case only if ordered through Boeing, will be one hundred twelve
percent (112%) of the supplier’s quoted price to Boeing for such items.  ***


 


3.3           QEC Kits,  Standards
Kits, Raw Material Kits, Bulk Materials Kits and Service Bulletin Kits.  In accordance with schedules established
during the initial provisioning meeting, Boeing will furnish to Buyer a listing
of all components which could be included in the quick engine change (QEC)
kits, Standards kits, raw material kits, bulk materials kits and service
bulletin kits which may be purchased by Buyer from Boeing.  Buyer will select and provide to Boeing its
desired content for the kits.  Boeing
will furnish to Buyer as soon as practicable thereafter a statement setting
forth a firm price for such kits.  Buyer
will place Orders with Boeing for the kits in accordance with schedules
established during the initial provisioning meeting.


 


4.             Delivery.


 


For Spare Parts and Standards ordered by Buyer in accordance with
Article 3 of this Letter Agreement, Boeing will deliver to Buyer such
Spare Parts and Standards on dates reasonably calculated to conform to Buyer’s
anticipated needs in view of the scheduled deliveries of the Aircraft.  Buyer and Boeing will agree upon the date to
begin delivery of the provisioning Spare Parts and Standards ordered in
accordance with this Letter Agreement. 
***, Boeing will arrange for shipment of such Spare Parts and Standards
which are manufactured by suppliers


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc


6-1162-SKC-980


Page 4


 


directly to Buyer from the applicable supplier’s facility.  The routing and method of shipment for
initial deliveries and all subsequent deliveries of such Spare Parts and
Standards will be as established at the initial provisioning meeting and
thereafter by mutual agreement.


 


5.             Substitution for
Obsolete Spare Parts.


 


5.1           Obligation to
Substitute Pre-Delivery.  In the
event that, prior to delivery of the first Aircraft, any Spare
Part purchased by Buyer from Boeing in accordance with this Letter
Agreement as initial provisioning for the Aircraft is rendered obsolete or
unusable due to the redesign of the Aircraft or of any accessory, equipment or
part thereof (other than a redesign at Buyer’s request) Boeing will deliver to
Buyer at no charge new and usable Spare Parts in substitution for such obsolete
or unusable Spare Parts and, upon such delivery, Buyer will return the obsolete
or unusable Spare Parts to Boeing.


 


***


 


5.3           Delivery of Obsolete
Spare Parts and  Substitutes. 
Obsolete or unusable Spare Parts returned by Buyer pursuant to this
Article 5 will be delivered to Boeing at its Seattle Distribution Center
or such other destination in the continental United States as Boeing may
reasonably designate.  Spare Parts
substituted for such returned obsolete or unusable Spare Parts will be
delivered to Buyer in accordance with the CSGTA.  Boeing will pay all freight charges for the
shipment from Buyer to Boeing of any such obsolete or unusable Spare
Part and will pay for the shipment from Boeing to Buyer of any such
substitute Spare Part.


 


6.             Repurchase of
Provisioning Items.


 


6.1           Obligation to
Repurchase.  During a period ***,
Boeing will, upon receipt of Buyer’s written request and subject to the
exceptions in Article 6.2, repurchase unused and undamaged Provisioning
Items which (i) were recommended by Boeing in the Provisioning Data as
initial provisioning for the Aircraft, (ii) were purchased by Buyer from
Boeing, and (iii) are surplus to Buyer’s needs.


 


6.2           Exceptions.  Boeing will not be obligated under
Article 6.1 to repurchase any of the following:  (i) quantities of Provisioning Items in
excess of those quantities recommended by Boeing in the Provisioning Data for
the Aircraft, (ii) QEC kits, bulk material kits, raw material kits,
service bulletin kits, Standards kits and components thereof (except those
components listed separately in the Provisioning Data), (iii) Provisioning
Items for which an Order was


 


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received by Boeing more than
five (5) months after delivery of the last Aircraft, (iv) Provisioning
Items which have become obsolete or have been replaced by other Provisioning
Items as a result of Buyer’s modification of the Aircraft, and
(v) Provisioning Items which become excess as a result of a change in
Buyer’s operating parameters, as provided to Boeing prior to the initial
provisioning meeting and which were the basis of Boeing’s initial provisioning
recommendations for the Aircraft.


 


6.3           Notification and
Format.  Buyer will notify Boeing in
writing when Buyer desires to return Provisioning Items under the provisions of
this Article 6.  Buyer’s
notification will include a detailed summary, in part number sequence, of the
Provisioning Items Buyer desires to return. 
Such summary will be in the form of listings, tapes, diskettes or other
media as may be mutually agreed between Boeing and Buyer and will include part
number, nomenclature, purchase order number, purchase order date (or some other
documentation to substantiate the purchase and date of purchase from Boeing)
and quantity to be returned.  Within five
(5) business days after receipt of Buyer’s notification, Boeing will
advise Buyer in writing when Boeing’s review of such summary will be completed
(which shall in no event be later than thirty (30) days after such receipt).


 


6.4           Review and
Acceptance by Boeing.  Upon
completion of Boeing’s review of any detailed summary submitted by Buyer
pursuant to Article 6.3, Boeing will issue to Buyer a Material Return
Authorization (MRA) for those Provisioning Items which are eligible for repurchase
in accordance with this Article 6. 
Boeing will advise Buyer of the reason that any Provisioning Item
included in Buyer’s detailed summary is not eligible for return.  Boeing’s MRA will state the date by which
Provisioning Items listed in the MRA must be redelivered to Boeing (which shall
not be earlier than thirty (30) days from the date the MRA is furnished to
Buyer), and Buyer will arrange for shipment of such Provisioning Items
accordingly.


 


6.5           Price and Payment.  The price of each Provisioning Item
repurchased by Boeing pursuant to this Article 6 will be an amount equal
to 100% of the original invoice price thereof except that the repurchase price
of Provisioning Items purchased pursuant to Article 3.2.2 will not include
Boeing’s 12% handling charge.  Boeing
will pay the repurchase price by issuing a credit memorandum in favor of Buyer
which may be applied against amounts due Boeing for the purchase of Spare Parts
or Standards.


 


6.6           Delivery of
Provisioning Items. Provisioning Items repurchased by Boeing pursuant to
this Article 6 will be delivered to Boeing


 


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F.O.B. at its Seattle
Distribution Center or such other destination in the continental United States
as Boeing may reasonably designate.


 


***


 


8.             Title and Risk of
Loss.


 


Title and risk of loss of any Spare Parts or Standards delivered to
Buyer by Boeing in accordance with this Letter Agreement will pass from Boeing
to Buyer in accordance with the CSGTA. 
Title to and risk of loss of any Spare Parts or Standards returned to
Boeing by Buyer in accordance with this Letter Agreement will pass to Boeing
upon delivery of such Spare Parts or Standards to Boeing in accordance with the
provisions of Article 5.2 or Article 6.6, as appropriate.


 


9.             Termination for
Excusable Delay.


 


In the event of termination of the Purchase Agreement with respect to
any Aircraft pursuant to Article 6 thereof, such termination will, if
Buyer so requests by written notice received by Boeing within fifteen (15) days
after such termination, also discharge and terminate all obligations and
liabilities of the parties as to any Spare Parts or Standards which Buyer had
ordered pursuant to the provisions of this Letter Agreement as initial provisioning
for such Aircraft and which are undelivered on the date Boeing receives such
written notice.


 


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Page 7


 


	
  Very truly yours,

  	
   

  
	
   

  
	
  THE BOEING COMPANY

  	
   

  
	
   

  
	
  By

  	
    ***

  	
   

  
	
   

  
	
  Its

  	
        Attorney-In-Fact 

  	
   

  
	
   

  
	
  ACCEPTED AND AGREED TO this

  	
   

  
	
   

  
	
  Date:

  	
   

  	
  , 2005

  
	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  
	
  By 

  	
    ***

  	
   

  
	
   

  
	
  Its

  	
       President & CEO

  	
   

  
							



 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-981


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


	
  Subject:

  	
  Spares Matters

  
	
   

  
	
  Reference:

  	
  a)

  	
  Purchase Agreement No. 2924 (the Purchase Agreement) between The
  Boeing Company (Boeing) and Northwest Airlines, Inc. (Buyer) relating to
  Model 787 aircraft (the Aircraft)

  
	
   

  
	
   

  	
  b)

  	
  Customer Services General Terms Agreement No. 51-1 (CSGTA)
  between Boeing and Buyer

  



 


This letter agreement (Letter Agreement) is entered into on the date
below, and amends and supplements the Purchase Agreement.  All capitalized terms used but not defined in
this Letter Agreement have the same meaning as in the CSGTA, except for
“Aircraft” which will have the meaning as defined in the Purchase
Agreement.  In consideration of Buyer’s
purchase of the Aircraft, and for as long as Buyer owns and operates the
Aircraft, Boeing will provide the Spares commitments described in the this
Letter Agreement.


 


1.             Definitions.


 


1.1           “Customer’s Demand Date” means the delivery
date specified by Buyer in its Order to Boeing for a Spare Part.


 


1.2           “Shelf Stock
Part” means at any time a Spares Prone Part that has been
ordered two (2) or more times from Boeing by any party within the most
recent consecutive twelve (12) month period.


 


1.3           “Spares Prone Part” means a Boeing Spare
Part that for the life of the Aircraft can be expected to be replaced
during normal aircraft maintenance or during overhaul of line replaceable units
due to failure, wear, deterioration, maintenance, damage, loss, corrosion,
vibration, or temperature.  For avoidance
of doubt, excluded from this definition are items such as landing gear, major
structural components used for repair of aircraft damage and *** insurance
items.


 


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2.             Delivery
Commitment.


 


2.1           Boeing will deliver in
accordance with the provisions of the CSGTA within the lead times specified
below Boeing Spare Parts other than (i) Boeing Spare Parts ordered as part
of Buyer’s initial provisioning for an Aircraft, (ii) kits or
(iii) ***.


 


2.1.1        A Shelf Stock Part will ship in not more than *** days from
establishment of an Order for such part or prior to Buyer’s Demand Date
whichever is later.


 


2.1.2        A Spares Prone Part that is not a Shelf Stock Part will
ship in not more than *** days from establishment of an Order for such part or
prior to Buyer’s Demand Date whichever is later.


 


2.2           For Boeing Spare Parts
not in continuous production *** at the time of establishment of the Order,
Boeing will expend best reasonable efforts to meet Buyer’s Demand Date.


 


***


 


3.             Liquidated
Damages.


 


3.1           Subject to the
limitations described in Article 3.2, if Boeing does not satisfy the
requirements of (i) Articles 2.1.1 or 2.1.2, Boeing will provide a credit
to the Buyer in an amount of one half of one percent (0.5%) of Boeing’s then current list price of the Boeing Spare
Part for each calendar day the delivery of the Boeing Spare Part is
delayed***.


 


3.2           The provisions of
Article 3.1 will not (i) apply to delay in delivery which results
from an Excusable Delay as defined in the CSGTA or (ii) apply to delay in
delivery which results from the failure of Buyer’s carrier to take possession
of the Boeing Spare Parts.  In addition
liquidated damages will not exceed the then current list price of the applicable Boeing Spare Part.


 


3.3           ***, the liquidated
damages payable in accordance with Article 3 are Buyer’s exclusive
remedies solely for Boeing’s failure to comply with the provisions of Articles
2.1.1, 2.1.2 and 2.3, and are in lieu of all other damages, claims and remedies
of Buyer arising at law or otherwise for any failure to comply with Articles
2.1.1, 2.1.2 and 2.3,  *** Buyer hereby
waives and renounces all other claims and remedies arising at law or otherwise
for any such failure.


 


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4.             Spare Part Price
Escalation.


 


Beginning
with the Spares Catalog in effect in January 2006 and for each Spares
Catalog released thereafter, (i) the aggregate price of the Spare Parts
listed in both the then current Spares Catalog and the Spares Catalog in effect
prior to the then current Spares Catalog will not be increased to a number
greater than the Spares Adjusted Price as defined in Article 5, and
(ii)  the price of an individual Spare Part listed in both the then
current Spares Catalog and the Spares Catalog in effect prior to the then
current Spares Catalog will not be increased by a factor greater than two times
the escalation factor (AE) where AE = (Lq + Mq) – 1, as Lq and Lq are defined
in Article 5.


 


5.             Spare Part Price
Formula.


 


5.1           The formula used to determine the annual
aggregate price escalation for Spare Parts listed in both the then current
Spares Catalog and the Spares Catalog in effect prior to the then current
Spares Catalog (Spares Adjusted Price) is as follows:


 


AP = 
(P) ( Lq + Mq )


 


Where:


 


AP =       Spares Adjusted Price


 


P
=          Aggregate price of all Spare Parts listed
in the Spares Catalog in effect prior to the then current Spares Catalog that
are also listed in the then current Spares Catalog.


 


Lq
=        The labor index which will be equal to
80% of the quotient obtained from utilizing the Current Year Index Value
(defined below) divided by the Base Year Index Value (defined below) for
“Average Hourly Earnings — Other Aircraft Parts & Equipment” as
published by the U.S. Department of Labor, Bureau of Labor Statistics including
those noted as preliminary (NAICS Code = 336413, Series ID =
ceu3133641306).  The final value of Lq
will be rounded to the nearest ten thousandth.


 


Mq
=      The material index which will be equal to
20% of the quotient obtained from utilizing the Current Year Index Value
(defined below) divided by the Base Year Index Value (defined below) for
“Producer Price Index — Industrial Commodities” as published by the U.S.
Department of Labor, Bureau of Labor Statistics including those noted as
preliminary (Series ID = WPU03 through 15).  The final value of Mq will be rounded to the
nearest ten thousandth.


 


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  Current Year Index
  Value =

  	
   

  	
  Arithmetic average
  (rounded to the nearest thousandth) of the April, May and
  June index values of the applicable index for the year preceding the
  effective date of the then current Spares Catalog.

  
	
   

  	
   

  	
   

  
	
  Base Year Index
  Value =

  	
   

  	
  Arithmetic average
  (rounded to the nearest hundredth) of the April, May and June Index
  values of the applicable index for the year two (2) years preceding the
  effective date of the then current Spares Catalog.

  



 


The
final value of AP will be rounded to the nearest dollar.


 


5.2.          If the Bureau of Labor
Statistics substantially revises the methodology used for the determination of
the values to be used to determine the Lq and Mq values (in contrast to
benchmark adjustments or other corrections of previously released values), or
for any reason has not released values needed to determine the applicable
Spares Adjusted Price, Boeing and Buyer will mutually agree upon a substitute
from other Bureau of Labor Statistics data or similar data reported by
non-governmental organizations.  Such
substitute will result in the same adjustment, insofar as possible, as would
have been calculated utilizing the original values adjusted for fluctuation
during the applicable time period.


 


5.3           Any rounding of a
number, as required under this Article 5 will be accomplished as follows:
if the first digit of the portion to be dropped from the number to be rounded
is five or greater, the preceding digit will be raised to the next highest
number.


 


***


 


9.             Assignment.


 


The remedy described in this Letter Agreement are provided as a
financial accommodation to Buyer in consideration of Buyer’s becoming the
operator of the Aircraft, and cannot be assigned, in whole or in part, without
the prior written consent of Boeing.


 


10.           Confidential
Treatment.


 


Buyer understands that certain commercial and financial information
contained in this Letter Agreement is considered by Boeing as
confidential.  Buyer agrees that it will
treat this Letter Agreement and the information contained herein as
confidential and,


 


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except as otherwise required by law, will not, without the prior
written consent of Boeing, disclose this Letter Agreement or any information
contained herein to any other person or entity.


 


11.           Order of
Precedence.


 


In the event of any inconsistency between the terms of this Letter
Agreement and the terms of any other provisions of the CSGTA, the terms of this
Letter Agreement shall control.


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  THE BOEING COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
     ***

  	
   

  
	
   

  	
   

  
	
  Its

  	
        Attorney-In-Fact

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED TO this

  	
   

  
	
  Date:

  	
            May 5,
  2005

  	
   

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
  By 

  	
     ***

  	
   

  
	
   

  	
   

  
	
  Its 

  	
             President &
  CEO

  	
   

  
							



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-982


 


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


Subject:                  ***


 


Reference:             Purchase
Agreement No. 2924 (the Purchase Agreement) between The Boeing Company (Boeing)
and Northwest Airlines, Inc. (Buyer) relating to Model 787 aircraft (the
Aircraft)


 


This letter
agreement (Letter Agreement) is entered into on the date below, and amends and
supplements the Purchase Agreement.  All
terms used but not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.


 


***


2.             Assignment.


 


Accommodations
contained in this Letter Agreement are in response to Buyer’s specific request
and made in consideration of Buyer becoming the operator of the Aircraft, and
cannot be assigned, in whole or in part, without the prior written consent of
The Boeing Company.


 


3.             Confidential
Treatment.


 


Buyer
understands that certain commercial and financial information contained in this
Letter Agreement and attachment(s) hereto/ are considered by Boeing as
confidential.  Buyer agrees that it will
treat this Letter Agreement and the information contained herein as
confidential and, except as otherwise required by law, will not, except as
otherwise required by law, without the prior written consent of Boeing,
disclose this Letter Agreement or any information contained herein to any other
person or entity.


 


P.A. No. 2924


 


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Page 2


 


Very truly yours,


 


	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By 

  	
     ***

  	
   

  
	
   

  	
   

  
	
  Its

  	
      Attorney-In-Fact

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO as of this

  	
   

  
	
   

  	
   

  
	
  Date:

  	
          May
  5, 2005

  	
   

  
	
   

  	
   

  
	
  NORTHWEST
  AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  
	
  Its

  	
         President
  & CEO

  	
   

  
	
   

  	
   

  
	
  Attachment

  	
   

  
							



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-982


Page 1


 


 


***


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-983


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


Subject:                  ***


 


Reference:             Purchase
Agreement 2924 between The Boeing Company and Northwest Airlines, Inc.
relating to Model 787-8 aircraft (the Aircraft)


 


Gentlemen:


 


Northwest Airlines, Inc. (“Buyer”) and The Boeing Company
(“Boeing”), have entered into a model 787-8 aircraft purchase agreement, dated
as of even date herewith (the “Purchase Agreement”), which covers, among other
matters, the sale by Boeing and the purchase by Buyer of certain Aircraft,
under the terms and conditions set forth in said Purchase Agreement.  Buyer and Boeing have agreed to set forth in
this Letter Agreement No. 6-1162-SKC-983 (the “Letter Agreement”) certain
additional terms and conditions regarding the sale of the Aircraft.  Capitalized terms used herein and not
otherwise defined in this Letter Agreement will have the meanings assigned
thereto in the Purchase Agreement.  The
terms “herein,” “hereof” and “hereunder” and words of similar import refer to
this Letter Agreement.


 


Both parties agree that this Letter Agreement will constitute an
integral, nonseverable part of said Purchase Agreement, that the provisions of
said Purchase Agreement are hereby incorporated herein by reference, and that this
Letter Agreement will be governed by the provisions of said Purchase Agreement,
except that if the Purchase Agreement and this Letter Agreement have specific
provisions that are inconsistent, the specific provisions contained in this
Letter Agreement will govern.


 


1.             SCOPE,
COMMENCEMENT, DURATION


 


***


 


2.             DEFINITIONS


 


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2.1           Scheduled Departure


 


A “Scheduled Departure” is a departure of a Guaranteed Aircraft as set
forth in Buyer’s timetable, and any scheduled charter flight of a Guaranteed
Aircraft.


 


***


 


3.             Limitations


 


*** diverted landing or delayed departure of any scheduled revenue
flight of any Guaranteed Aircraft which is caused by any of the following:


 


(a)           Late
return from scheduled maintenance


 


(b)           Operation,
service, maintenance or overhaul of such Guaranteed Aircraft or any accessory,
equipment or part (including engines) installed thereon, in a manner other than
in accordance with Buyer’s approved instructions and requirements.


 


(c)           Logistics
problems, such as inordinate delays in the availability of spares unless such
delays are caused by Boeing, and/or lack of personnel appropriately trained for
model 787 maintenance at any location where any maintenance of the Guaranteed
Aircraft is performed.


 


(d)           A
malfunction caused by any extrinsic force such as foreign object damage.


 


 (e)          Failure
to utilize the FAA approved minimum equipment list (MEL) to defer corrective
maintenance, or failure to correct any deferred item within the time period
specified in such MEL.


 


(f)            Buyer
Furnished Equipment.


 


(g)           Tires.


 


(h)           Normal
wear of brakes.


 


(i)            Negligent
acts or omissions of Buyer and any strikes or labor troubles causing cessation,
slowdown or interruption of work related to the operation or maintenance of the
Guaranteed Aircraft.


 


(j)            Any
other cancellation, turnback, diverted landing or delayed departure that Buyer
and Boeing mutually agree was not caused by a malfunction of the Guaranteed
Aircraft or any of its associated equipment, including engines.


 


4.             GUARANTEES


 


***


 


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5.             BUYER’S
AND BOEING’S OBLIGATION


 


5.1           Buyer’s
and Boeing’s Obligations


 


Buyer’s and Boeing’s specialists will meet, not later than three
(3) months before delivery of the first Guaranteed Aircraft, to mutually
agree on the details of the appropriate reporting procedure(s) for the
Guarantees.


 


5.2           Buyer’s
Obligations


 


a)             Buyer
will regularly submit monthly on-time performance data not later than thirty
(30) days after the end of each Computation Period in a mutually agreed to
electronic interchange file format.  Such
data shall contain such information on Chargeable On-time Events, Chargeable
Mechanical Scheduled Performance Events, Cancellation Events and ODI Events as
may be reasonably required to allow Boeing to assess the nature of system or
component malfunctions. Such data will be further specified in the meeting
pursuant to Subparagraph 5.1 above.


 


b)            Buyer
will notify Boeing not later than one (1) month after a Computation if the
Achieved On-Time Performance, the Achieved Mechanical Scheduled Performance or
the Completion Factor are below (or the Achieved ODI Performance exceeds) the
guaranteed levels set forth in Paragraph 4 above and will request Boeing to
take corrective actions.  In such event,
in order to determine the root causes of the shortfall under the Guarantees and
to determine the necessary action, Buyer will provide additional data as Boeing
may reasonably request without imposing unreasonable economic or operational
burdens on Buyer.


 


c)             Buyer
will incorporate in and apply to the Guaranteed Aircraft on a mutually agreed
time scale the procedures and modifications recommended by Boeing in order to improve
the Achieved On-Time Performance, the Achieved Mechanical Scheduled
Performance, the Completion Factor or the Achieved ODI Performance; provided,
***.


 


d)            Buyer
shall maintain complete records in support of all reports required of Buyer
under this Letter Agreement.  Buyer shall
retain such records for a minimum of one year following termination of the
Term.  All such records and any other
data in Buyer’s possession reasonably required for the proper administration of
this Letter Agreement shall, upon request,


 


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be made available at Buyer’s facilities for examination by Boeing.


 


e)             All
reports submitted to Boeing shall be addressed to the attention of:


 


Director – Warranties


Boeing Commercial Airplanes


P.O. Box 3707


Seattle, Washington 98124


 


5.3           Boeing’s
Obligations


 


During the
Term, Boeing will provide technical and operational analyses of delays and
cancellations and will develop corrections intended to reduce delays and, in
the event that the Achieved On-Time Performance, the Achieved Mechanical
Scheduled Performance or the Completion Factor during any Computation Period
falls below (or the Achieved ODI Performance during any Computation Period
exceeds) the guaranteed levels set forth in Paragraph 4 herein, Boeing shall,
not later than six (6) months after notification by Buyer and at no charge
to Buyer:


 


a)             identify
jointly with Buyer the sources of the shortfall under the Guarantees and agree
on the necessary action;


 


b)            use
commercially reasonable efforts to provide (at no cost to Buyer) modified
Manufacturer’s items, either hardware or software, and the reimbursement of
reasonable direct manhours for incorporation (at Buyer’s then current warranty
labor rate) to improve the Achieved On-Time Performance, the Achieved
Mechanical Scheduled Performance, the Completion Factor or the Achieved ODI
Performance;


 


c)             make
recommendations concerning Guaranteed Aircraft operation and maintenance
programs, publications, and policies to improve the Achieved On-Time
Performance, the Achieved Mechanical Scheduled Performance, the Completion
Factor or the Achieved ODI Performance;


 


d)            assist
Buyer to obtain cooperation from Vendors to improve the Achieved On-Time
Performance, the Achieved Mechanical Scheduled Performance, the Completion
Factor or the Achieved ODI Performance; and


 


e)             provide
that level of technical support at no charge to Buyer which will


 


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materially contribute to Buyer and Boeing achieving the guaranteed
levels set forth in this Guarantee.


 


6.             REVIEW
MEETINGS


 


6.1           Specialists
Review Meeting


 


A review meeting between Boeing’s and Buyer’s representatives shall be
scheduled at the end of each *** period during the Term, or at more frequent
intervals to be mutually agreed. Representatives of Buyer and Boeing shall
participate in the meeting and will:


 


a)             review
current Achieved On-Time Performance, Achieved Mechanical Scheduled Performance,
Completion Factor and Achieved ODI Performance,


 


b)            review
the correctness of delay, cancellation and ODI codes,


 


c)             consider
corrective action, if required, and


 


d)            review
any issues arising out of the implementation of the provisions of Paragraph 5
above.


 


***


 


7.             LIABILITY
LIMITATION


 


Boeing’s liability for failure to meet this Guarantee shall be governed
solely by the terms of this Guarantee.


 


8.             REMEDIES


 


***


 


8.3           Boeing
and Buyer agree that it is not the intent of the parties under this Letter Agreement
to cause Boeing to provide duplicate remedies to Buyer for the same event which
results in Buyer’s unjust enrichment, provided that (i) in the case of any
such duplicate remedies, Buyer shall be entitled to elect to receive the
benefit which is most favorable to Buyer, and (ii) in no event shall any
remedy in Section 8.1 be deemed to be duplicative of any other such remedy
within Section 8.1.


 


***


 


9.             ASSIGNMENT


 


Notwithstanding any other provision of this Letter Agreement or of the
Purchase Agreement, this Letter Agreement and the rights and obligations of
Buyer hereunder shall not be assigned or transferred in any manner without the
prior written consent of


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-983


Page 6


 


Boeing, and any attempted assignment or transfer in contravention of
the provisions of this Paragraph 9 shall be void and of no force or effect.


 


10.           CONFIDENTIAL
TREATMENT.


 


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, except as otherwise required by law, 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 our understanding, please execute
the original and one (1) copy hereof in the space provided below and
return a copy to Boeing.


 


	
  THE BOEING COMPANY

  	
   

  
	
   

  	
   

  
	
  By:

  	
             ***

  	
   

  
	
   

  	
   

  
	
  Its:

  	
        Attorney-In-Fact

  	
   

  
	
   

  	
   

  
	
  Accepted and Agreed to on this

  	
   

  
	
   

  	
   

  
	
  5th

  	
  day of

  	
  May          2005

  	
   

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By:

  	
          ***

  	
   

  
	
   

  	
   

  
	
  Its:

  	
           President &
  CEO

  	
   

  
							



 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-983


Page 7


 


***


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 










 













 


6-1162-SKC-984


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota  55121


 


Subject:                                                     Open
Configuration Matters


 


Reference:                                        Purchase
Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
(Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787
aircraft (the Aircraft)


 


This letter agreement (Letter Agreement) is entered into on the date
below, and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.


 


1.                                       Model
787-8 Aircraft.


 


1.1                                 Aircraft
Configuration.


 


Due to the developing design of the 787 Aircraft and the long period of
time between the Purchase Agreement signing and delivery of Buyer’s first
Aircraft, the configuration of Buyer’s Aircraft has not yet been defined.  The parties agree to complete configuration
of the 787-8 Aircraft no later than September 1, 2005, using the
configuration elements defined in 787 Airplane Description and Selections
787B1-0227.which includes available Options (Optional Features) for selection
(Configuration).  It is acknowledged that
Buyer may delay engine selection and in such event the engine model shall be
the sole open item.


 


Attachment A to this Letter Agreement lists Optional Features for the
787-8 Aircraft selected by Buyer for planning purposes and pricing estimates.


 


1.2.                              Definitive
Agreement.


 


By ***, Boeing will provide Buyer a written amendment to the Purchase
Agreement reflecting the Configuration, including, without limitation, the
effects of the Configuration on those portions of the Purchase Agreement
described in Articles 1.2.1 through 1.2.4, below.


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-984


Page 2


 


1.2.1                        Exhibit A.


 


The Configuration will be incorporated into Exhibit A of the
Purchase Agreement.


 


1.2.2                        Basic
Specification.


 


Changes applicable to the basic Model 787-8 aircraft which are
developed by Boeing between the date of signing of the Purchase Agreement and
completion of the Configuration will be incorporated into Exhibit A of the
Purchase Agreement.


 


1.2.3        ***


 


1.2.4                        Price
Adjustments.


 


The Aircraft Basic Price and Advance Payment Base Price of each
Aircraft set forth on Table 1 to the Purchase Agreement includes an estimate
for the price of Seller Purchased Equipment and an estimate of the total price
of Optional Features. Attachment C to this Letter Agreement identifies the
interior pricing allowance included in the Aircraft Basic Price.  Attachment D to this Letter Agreement contains
a list of priced Optional Features.  The
Aircraft Basic Price and the Advance Payment Base Price of each Aircraft will
be adjusted as required to reflect the difference between such estimate and the
actual price of such elements of the configuration***.


 


1.3                                 Other
Letter Agreements.


 


Boeing and Buyer acknowledge that as the configuration of the Aircraft
progresses, there will be a need to negotiate letter agreements addressing one
or more of the following subjects:


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-984


Page 3


 


1.3.1                        Buyer
Software.


 


Similarly to other Boeing aircraft, it is
anticipated there will be some software owned by or licensed to Buyer that will
be loaded on the Aircraft at delivery. 
The specific systems, installation logistics, and related terms and
conditions have yet to be defined.


 


1.3.2                        Installation
of In-flight Entertainment Equipment.


 


The method of offering In-flight Entertainment Equipment, including but
not limited to requirements and responsibilities of the parties hereto has yet
to be defined.


 


1.3.3                        Buyer
Furnished Equipment (BFE) and Seller Purchased Equipment (SPE).


 


Provisions relating to the terms on which Boeing may offer or install
BFE and SPE in the Aircraft have yet to be defined.


 


2.                                       Model
787-9 Aircraft


 


The parties agree to complete the configuration of the model 787-9
Aircraft prior to substitution pursuant to Letter Agreement No. 6-1162-SKC-1065
to this Purchase Agreement using the Boeing Detail Specification (if available)
or the configuration elements defined in 787 Airplane Description and
Selections document for the model 787-9.


 


Attachment B to this Letter Agreement lists Optional Features for the
787-9 Aircraft selected by Buyer for planning purposes and pricing estimates.


 


	
  Very truly yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING COMPANY

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
         ***

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
                      Attorney-In-Fact

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED TO this

  	
   

  	
   

  
	
   

  	
   

  
	
  Date: 

  	
  May 5, 2005

  	
   

  	
   

  
							



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-984


Page 4


 


	
  NORTHWEST AIRLINES, INC.

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
         ***

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
       President & CEO

  	
   

  	
   

  
					



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


***


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Attachment A    6-1162-SKC-984


 


787- 8 Airplane Price Build-up


 





 


 


Included
in Base Price


- Complete
Certifiable Airplane -


 


•             MTOW


 


•             Foreign
Certification


 


•             Engines


 


•             Single
SATCOM w/full provisions for Dual


 


•             Flight
Deck Printer


 


•             Flight
Deck Display Options


 


•             VHF
Comm System


 


•             SELCAL


 


•             HF
Comm System


 


•             HF
Data Link


 


•             Flight
Interphone System


 


•             Cockpit
Voice Recording


 


•             Flight
Data Recorder


 


•             Quick
Access Recorder


 


•             Dual
Weather Radar


 


•             Dual
HUD


 


•             Dual
Radio Altimeter


 


•             Dual
TCAS


 


•             Dual
VOR Nav System


 


•             Landing &
Taxi Aids


 


•             Electronic
Flight Bag


 


•             Dual
ATC Trans Sys


 


•             Dual
DME


 


•             Large
Cargo Door


 


•             Crew
Oxygen Masks


 


•             Galley
Refrigeration


 


•             Dual
Electronic Ground Prox


 


•             Wireless
IFE backbone


 


•             ELT


 


•             Emergency
Equipment


 


•             Floor
Coverings


 


•             Overwater
Equipment


 


•             Curtains


 


•             Economy
Class Seats


 


•             Premium
Seats


 


•             Galley
Shells


 


•             Galley
Inserts


 


•             Lavatories


 


•             Closets
/ Partitions / Dividers


 


Offerable
Catalog Options


- At
Catalog Price (2004 $ STE)-


 


•             Flight
Deck Crew Rest - $1,071,700


 


•             Cabin
Crew Rest - $1,139,200


 


•             High
Comfort Attendant Seats - $23,000/each


 


•             Premium
Lav - $214,900 Handicap Lav - $200,500


 


•             Additional
IFE Features - TBD


 


•             Connexion
by Boeing – N/C (does not include equipment or service agreement charges which
will be provided by Connexion)


 


•             Forward
Cargo Air conditioning - $178,100


 


•             Dual
ADF - $50,000


 


•             Flight
Deck Surveillance Cameras - $69,900


 


•             Flight
Deck Humidification System - $86,900


 


•             Additional
Crew Oxygen - two Crew oxygen cylinders 115-Cubic-Foot-Capacity - $4,000,
remote crew oxygen fill station - $28,900


 


•             Additional
Passenger Oxygen Capability – Medium capacity (~22 minutes) -TBD or Large
capacity (~60 min) - TBD


 


	
  Interior is defined by the 272 passenger
  configuration shown in the Airplane Selections & Descriptions
  document.

  	
   

  	
  

  



 





















 


Attachment B    6-1162-SKC-984


 





 


 


787-9
Airplane Price Build-up


 


Included
in Base Price 


- Complete
Certifiable Airplane -


 


•             MTOW


 


•             Foreign
Certification


 


•             Engines


 


•             Single
SATCOM w/full provisions for Dual


 


•             Flight
Deck Printer


 


•             Flight
Deck Display Options


 


•             VHF
Comm System


 


•             SELCAL


 


•             HF Comm
System


 


•             HF Data
Link


 


•             Flight
Interphone System


 


•             Cockpit
Voice Recording


 


•             Flight
Data Recorder


 


•             Quick
Access Recorder


 


•             Dual
Weather Radar


 


•             Dual
HUD


 


•             Dual
Radio Altimeter


 


•             Dual
TCAS


 


•             Dual
VOR Nav System


 


•             Landing &
Taxi Aids


 


•             Electronic
Flight Bag


 


•             Dual
ATC Trans Sys


 


•             Dual
DME


 


•             Large
Cargo Door


 


•             Crew
Oxygen Masks


 


•             Galley
Refrigeration


 


•             Dual
Electronic Ground Prox


 


•             Wireless
IFE backbone


 


•             ELT


 


•             Emergency
Equipment


 


•             Floor
Coverings


 


•             Overwater
Equipment


 


•             Curtains


 


•             Economy
Class Seats


 


•             Premium
Seats


 


•             Galley
Shells


 


•             Galley
Inserts


 


•             Lavatories


 


•             Closets
/ Partitions / Dividers


 


Offerable Catalog Options 


- At Catalog Price (2004 $ STE)-


 


•             Flight
Deck Crew Rest - $1,071,700


 


•             Cabin Crew
Rest - $1,139,200


 


•             High
Comfort Attendant Seats - $23,000/each


 


•             Premium
Lav - $214,900 Handicap Lav - $200,500


 


•             Additional
IFE Features - TBD


 


•             Connexion
by Boeing – N/C (does not include equipment or service agreement charges which
will be provided by Connexion)


 


•             Forward
Cargo Air conditioning - $178,100


 


•             Dual
ADF - $50,000


 


•             Flight
Deck Surveillance Cameras - $69,900


 


•             Flight
Deck Humidification System - $86,900


 


•             Additional
Crew Oxygen - two Crew oxygen cylinders 115-Cubic-Foot-Capacity - $4,000,
remote crew oxygen fill station - $28,900


 


•             Additional
Passenger Oxygen Capability – Medium capacity (~22 minutes) -TBD or Large
capacity (~60 min) - TBD


 


	
  Interior is defined by the 319 passenger
  configuration shown in the Airplane Selections & Descriptions
  document.

  	
   

  	
  

  



 





















 


Attachment
D   6-1162-SKC-984


 


	
  Option

  Reference

  Number

  	
   

  	
  Option Title

  	
   

  	
  Price -

  2004

  Year $

  	
   

  
	
  0110B750A60

  	
   

  	
  Major Model 7E7

  	
   

  	
  IB

  	
   

  
	
  0110B750A64

  	
   

  	
  Minor Model 7E7-3

  	
   

  	
  IB

  	
   

  
	
  0110B750A62

  	
   

  	
  Minor Model 7E7-8

  	
   

  	
  IB

  	
   

  
	
  0110B750A66

  	
   

  	
  Minor Model 7E7-9

  	
   

  	
  IB

  	
   

  
	
  0220-JA01

  	
   

  	
  FAA Type Certification

  	
   

  	
  NC

  	
   

  
	
  0220-JA02

  	
   

  	
  EASA Type Certification
  and Export Certificate of Airworthiness — FAA/EASA Certification Basis.

  	
   

  	
  NC

  	
   

  
	
  0220-JA03

  	
   

  	
  Validation of Aircraft
  Compliance with JCAB Type Certification.

  	
   

  	
  NC

  	
   

  
	
  0220-JA04

  	
   

  	
  Type Certification and
  Export Certification of Airworthiness for Airplane Delivery - Requirement.

  	
   

  	
  NC

  	
   

  
	
  0228-JA01

  	
   

  	
  Airplane Flight Data in
  compliance with FAA regulations

  	
   

  	
  NC

  	
   

  
	
  0228-JA02

  	
   

  	
  Airplane Flight Manuals
  Data in compliance with FAA format regulations with Supplement Information
  for National Aviation Authority of                       
  (template).

  	
   

  	
  NC

  	
   

  
	
  0228-JA03

  	
   

  	
  Airplane Flight Data in
  compliance with FAA regulations with Supplemental Information for JCAB of
  Japan

  	
   

  	
  NC

  	
   

  
	
  0228-JA04

  	
   

  	
  Airplane Flight Data in
  compliance with EASA regulations

  	
   

  	
  NC

  	
   

  
	
  0228-JA05

  	
   

  	
  Airplane Flight Data in
  compliance with EASA regulations with Supplement Information for National
  Aviation Authority of              
  (template).

  	
   

  	
  NC

  	
   

  
	
  0228-JA06

  	
   

  	
  Airplane Flight Manuals
  Data in format to meet the compliance with the requirements of Aviation
  Authority                  
  of                  
  (template).

  	
   

  	
  NC

  	
   

  
	
  0228-JA07

  	
   

  	
  Flight Crew Operations
  Data in compliance with FAA requirements

  	
   

  	
  NC

  	
   

  
	
  0228-JA08

  	
   

  	
  Flight Crew Operations
  Data in compliance with EASA format requirements

  	
   

  	
  NC

  	
   

  
	
  0252-JA01

  	
   

  	
  Instrumentation and
  Airplane Flight Operations Manual in Standard Units

  	
   

  	
  NC

  	
   

  
	
  0252-JA02

  	
   

  	
  Instrumentation and
  Airplane Flight Operations Manual in Metric Units

  	
   

  	
  NC

  	
   

  
	
  0252-JA03

  	
   

  	
  Instrumentation and Airplane
  Flight Operations Manual in Standard Units with Temperature in Degrees
  Celsius

  	
   

  	
  NC

  	
   

  
	
  0315-JA01

  	
   

  	
  Revised 7E7-3 Operational
  max takeoff weight

  	
   

  	
  NC

  	
   

  
	
  0315-JA02

  	
   

  	
  Revised 7E7-8 Operational
  max takeoff weight

  	
   

  	
  NC

  	
   

  
	
  0315-JA05

  	
   

  	
  Revised 7E7-9 Operational
  max takeoff weight

  	
   

  	
  NC

  	
   

  
	
  0315-JA03

  	
   

  	
  Revised 7E7-3 Operational
  max zero fuel weight (MZFW) and Operational max landing weight (MLW)

  	
   

  	
  NC

  	
   

  
	
  0315-JA04

  	
   

  	
  Revised 7E7-8 Operational
  max zero fuel weight (MZFW) and Operational max landing weight (MLW)

  	
   

  	
  NC

  	
   

  
	
  0315-JA06

  	
   

  	
  Revised 7E7-9 Operational
  max zero fuel weight (MZFW) and Operational max landing weight (MLW)

  	
   

  	
  NC

  	
   

  
	
  0351-JA01

  	
   

  	
  Alternate FWD CG

  	
   

  	
  NC

  	
   

  
	
  0352-JA01

  	
   

  	
  Customized Loading
  Schedule for Weight and Balance Control - Alignment Chart Loading

  	
   

  	
  $

  	
  17,700

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (FLEET)

  	
   

  
							



 





















 


Attachment D  
6-1162-SKC-984


 


	
  Option

  Reference

  Number

  	
   

  	
  Option Title

  	
   

  	
  Price -

  2004

  Year $

  	
   

  
	
  0352-JA02

  	
   

  	
  Customized Loading
  Schedule for Weight and Balance Control - Universal Index Loading

  	
   

  	
  $

  	
  17,700

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
  (FLEET)

  	
   

  
	
  0910-MA01

  	
   

  	
  Aft Tow Fitting - Nose
  Landing Gear

  	
   

  	
  $

  	
  9,400

  	
   

  
	
  1110-JA01

  	
   

  	
  Exterior decorative finish
  — Supplier A

  	
   

  	
  NC

  	
   

  
	
  1110-JA02

  	
   

  	
  Exterior decorative finish
  — Supplier B

  	
   

  	
  NC

  	
   

  
	
  1120-JA01

  	
   

  	
  Maintenance markings

  	
   

  	
  NC

  	
   

  
	
  1130-WA01

  	
   

  	
  Interior Placards

  	
   

  	
  NC

  	
   

  
	
  2162-WA01

  	
   

  	
  Forward Cargo Air
  Conditioning

  	
   

  	
  $

  	
  178,100

  	
   

  
	
  2170-MA01

  	
   

  	
  Flight Deck Humidification
  System

  	
   

  	
  $

  	
  86,900

  	
   

  
	
  2210-MA01

  	
   

  	
  Autoflight - Heading hold
  at autopilot command engage

  	
   

  	
  NC

  	
   

  
	
  2210-MA02

  	
   

  	
  Autoflight - Bank angle
  hold at autopilot command engage

  	
   

  	
  NC

  	
   

  
	
  2210-MB01

  	
   

  	
  Autoflight - Inhibit
  Glideslope capture prior to Localizer Capture

  	
   

  	
  NC

  	
   

  
	
  2210-MB02

  	
   

  	
  Autoflight - Enable
  Glideslope capture prior to Localizer Capture

  	
   

  	
  NC

  	
   

  
	
  2311-MB01

  	
   

  	
  HF Communications - Dual
  HF Tranceivers with Datalink -3 only

  	
   

  	
  $

  	
  96,500

  	
   

  
	
  2315-MA01

  	
   

  	
  SATCOM - Single System
  Installation -3 only

  	
   

  	
  $

  	
  153,500

  	
   

  
	
  2315-MA02

  	
   

  	
  SATCOM - Second System
  Installation

  	
   

  	
  $

  	
  153,500

  	
   

  
	
  2318-SA01

  	
   

  	
  Cellular Phone Connection

  	
   

  	
  $

  	
  20,000

  	
   

  
	
  2320-MA01

  	
   

  	
  ATN Datalink

  	
   

  	
  $

  	
  25,000

  	
   

  
	
  2324-MA01

  	
   

  	
  Emergency Locator
  Transmitter(ELT) - Antenna & Control panel

  	
   

  	
  $

  	
  15,000

  	
   

  
	
  2510-JA01

  	
   

  	
  Flight Deck Door
  Surveillance Camera System

  	
   

  	
  $

  	
  69,900

  	
   

  
	
  2510-WB01

  	
   

  	
  Secondary Flight Deck Door

  	
   

  	
  $

  	
  27,300

  	
   

  
	
  2519-WA01

  	
   

  	
  Overhead Flight Deck Crew
  Rest with 1 Fold-Down Seat

  	
   

  	
  $

  	
  1,060,700

  	
   

  
	
  2519-WA02

  	
   

  	
  Overhead Flight Deck Crew
  Rest with 2 Business Class Seats

  	
   

  	
  $

  	
  1,071,700

  	
   

  
	
  2520-WB01

  	
   

  	
  Interior Color and Décor
  Selection

  	
   

  	
  NC

  	
   

  
	
  2524-WA01

  	
   

  	
  Curtains

  	
   

  	
  NC

  	
   

  
	
  2524-WB01

  	
   

  	
  Closets

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Outboard Underbin

  	
   

  	
  $

  	
  32,000

  	
   

  
	
   

  	
   

  	
  Outboard Full Height

  	
   

  	
  $

  	
  41,000

  	
   

  
	
   

  	
   

  	
  Centerline Underbin

  	
   

  	
  $

  	
  54,900

  	
   

  
	
   

  	
   

  	
  Centerline Full Height

  	
   

  	
  $

  	
  63,600

  	
   

  



 





















 


Attachment D   6-1162-SKC-984


 


	
  Option

  Reference

  Number

  	
   

  	
  Option Title

  	
   

  	
  Price -

  2004

  Year $

  	
   

  
	
  2524-WC01

  	
   

  	
  Partitions

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Outboard Full Height

  	
   

  	
  $

  	
  16,700

  	
   

  
	
   

  	
   

  	
  Centerline Full Height

  	
   

  	
  $

  	
  21,100

  	
   

  
	
  2525-WA01

  	
   

  	
  Economy Class Seats SUPPLIER
  A

  	
   

  	
  TBD

  	
   

  
	
  2525-WA02

  	
   

  	
  Economy Class Seats SUPPLIER
  B

  	
   

  	
  TBD

  	
   

  
	
  2525-WA03

  	
   

  	
  Economy Class Seats SUPPLIER
  C

  	
   

  	
  TBD

  	
   

  
	
  2525-WA04

  	
   

  	
  Economy Class Seats SUPPLIER
  D

  	
   

  	
  TBD

  	
   

  
	
  2525-WA05

  	
   

  	
  Economy Class Seats SUPPLIER
  E

  	
   

  	
  TBD

  	
   

  
	
  2525-WA06

  	
   

  	
  Economy Class Seats SUPPLIER
  F

  	
   

  	
  TBD

  	
   

  
	
  2525-WC01

  	
   

  	
  BFE Premium Class Seating
  - Track Mounted

  	
   

  	
  TBD

  	
   

  
	
  2525-WC02

  	
   

  	
  BFE Premium
  Class Seating - POD Seats

  	
   

  	
  TBD

  	
   

  
	
  2525-WD01

  	
   

  	
  Premium Class Seats SUPPLIER
  A

  	
   

  	
  TBD

  	
   

  
	
  2525-WD02

  	
   

  	
  Premium Class Seats SUPPLIER
  B

  	
   

  	
  TBD

  	
   

  
	
  2525-WD03

  	
   

  	
  Premium Class Seats SUPPLIER
  C

  	
   

  	
  TBD

  	
   

  
	
  2525-WE01

  	
   

  	
  Attendant Station (charge
  for High Comfort Seat only)

  	
   

  	
  $

  	
  23,000

  	
   

  
	
  2527-WA01

  	
   

  	
  Floor Coverings

  	
   

  	
  NC

  	
   

  
	
  2528-WA01

  	
   

  	
  Main Cabin Stowage Bins

  	
   

  	
  NC

  	
   

  
	
  2528-WB01

  	
   

  	
  Premium Cabin – No Stowage
  Bins

  	
   

  	
  NC

  	
   

  
	
  2528-WB02

  	
   

  	
  Premium Cabin – Outboard
  and Centerline Stowage Bins

  	
   

  	
  NC

  	
   

  
	
  2528-WB03

  	
   

  	
  Premium Cabin – Outboard
  Stowage Bins Only

  	
   

  	
  NC

  	
   

  
	
  2528-WC01

  	
   

  	
  Monument Mounted Stowage
  (Dog House)

  	
   

  	
  NC

  	
   

  
	
  2528-WD01

  	
   

  	
  Stowage Bustle

  	
   

  	
  NC

  	
   

  
	
  2528-WE01

  	
   

  	
  Magazine Racks

  	
   

  	
  NC

  	
   

  
	
  2528-WF01

  	
   

  	
  Literature Pockets

  	
   

  	
  NC

  	
   

  
	
  2529-WA01

  	
   

  	
  Overhead Cabin Attendant
  Crew rest

  	
   

  	
  $

  	
  1,139,200

  	
   

  
	
  2529-WA02

  	
   

  	
  Purser Station

  	
   

  	
  NC

  	
   

  
	
  2530-WA01

  	
   

  	
  Galleys - Boeing
  Certification and Installation

  	
   

  	
  $

  	
  57,800

  	
   

  
	
   

  	
   

  	
  Galley Shells by Cart

  	
   

  	
  TBD

  	
   

  
	
  2530-WA02

  	
   

  	
  Galley Inserts

  	
   

  	
  TBD

  	
   

  
	
  2540-WA01

  	
   

  	
  Lavatories

  	
   

  	
  $

  	
  186,000

  	
   

  
	
   

  	
   

  	
  DOT Lavatory

  	
   

  	
  $

  	
  200,500

  	
   

  



 





















 


Attachment D   6-1162-SKC-984


 


	
  Option

  Reference

  Number

  	
   

  	
  Option Title

  	
   

  	
  Price -

  2004

  Year $

  	
   

  
	
   

  	
   

  	
  First Class Lavatory

  	
   

  	
  $

  	
  214,900

  	
   

  
	
  2562-WA01

  	
   

  	
  Overwater Emergency
  Equipment - Life Vests - SFE

  	
   

  	
  NC

  	
   

  
	
  2562-WA02

  	
   

  	
  Overwater Emergency
  Equipment - Portable Emergency Locator Transmitter - SFE

  	
   

  	
  NC

  	
   

  
	
  2562-WA04

  	
   

  	
  Overwater Emergency
  Equipment (-3 Option Only)

  	
   

  	
  TBD

  	
   

  
	
  2564-WA01

  	
   

  	
  Detachable Emergency
  Equipment

  	
   

  	
  NC

  	
   

  
	
  2623-JA01

  	
   

  	
  Enhanced cargo fire
  suppression - TBD duration.

  	
   

  	
  NC

  	
   

  
	
  2623-JA02

  	
   

  	
  Enhanced cargo fire
  suppression - TBD duration.

  	
   

  	
  NC

  	
   

  
	
  3151-MB01

  	
   

  	
  Takeoff Runway Disagree
  Alert (WGS-84 airports only)

  	
   

  	
  NC

  	
   

  
	
  3162-MB01

  	
   

  	
  ILS Localizer Deviation
  Expanded Scale - Autopilot and Flight Director mode

  	
   

  	
  NC

  	
   

  
	
  3162-MB02

  	
   

  	
  ILS Localizer Deviation
  Expanded Scale - Autopilot mode only

  	
   

  	
  NC

  	
   

  
	
  3162-MC01

  	
   

  	
  Flight Director Command
  display - Split Axis - ADI

  	
   

  	
  NC

  	
   

  
	
  3162-MC02

  	
   

  	
  Flight Director Command
  Display - Filled Integrated Cue - ADI

  	
   

  	
  NC

  	
   

  
	
  3162-MD01

  	
   

  	
  Rising Runway - Displayed
  on the ADI

  	
   

  	
  NC

  	
   

  
	
  3162-ME01

  	
   

  	
  Display of Round Dial
  Radio Altitude - ADI

  	
   

  	
  NC

  	
   

  
	
  3162-MF01

  	
   

  	
  Map Mode Orientation -
  Heading Up - Mini Map/ND

  	
   

  	
  NC

  	
   

  
	
  3162-MF02

  	
   

  	
  Map Mode Orientation -
  Track Up - Mini Map/ND

  	
   

  	
  NC

  	
   

  
	
  3245-MA01

  	
   

  	
  Wheels and Brakes - Carbon
  - Supplier A

  	
   

  	
  NC

  	
   

  
	
  3245-MA02

  	
   

  	
  Wheels and Brakes - Carbon
  - Supplier B

  	
   

  	
  NC

  	
   

  
	
  3321-WA01

  	
   

  	
  Customer Specific -
  Dynamic Cabin Lighting system

  	
   

  	
  NC

  	
   

  
	
  3324-WA01

  	
   

  	
  Customer Specific -
  Passenger Information Signs

  	
   

  	
  NC

  	
   

  
	
  3400-MA01

  	
   

  	
  2nd Core Network

  	
   

  	
  $

  	
  65,000

  	
   

  
	
  3446-MA01

  	
   

  	
  No Mode 6 Callouts

  	
   

  	
  NC

  	
   

  
	
  3446-MA02

  	
   

  	
  50, 30, 10

  	
   

  	
  NC

  	
   

  
	
  3446-MA03

  	
   

  	
  100,50,30,10

  	
   

  	
  NC

  	
   

  
	
  3446-MA04

  	
   

  	
  100,50,30,20

  	
   

  	
  NC

  	
   

  
	
  3446-MA05

  	
   

  	
  100,50,30,20,10

  	
   

  	
  NC

  	
   

  
	
  3446-MA06

  	
   

  	
  2500,50,30,10

  	
   

  	
  NC

  	
   

  
	
  3446-MA07

  	
   

  	
  100,50,20,10,Minimums

  	
   

  	
  NC

  	
   

  
	
  3446-MA08

  	
   

  	
  100,50,40,30,20,10,Minimums

  	
   

  	
  NC

  	
   

  
	
  3446-MA09

  	
   

  	
  400,300,200,100,50,40,30,20,10,Minimums

  	
   

  	
  NC

  	
   

  
	
  3446-MA10

  	
   

  	
  500,100,50,403020,10,Minimums

  	
   

  	
  NC

  	
   

  



 





















 


Attachment D   6-1162-SKC-984


 


	
  Option

  Reference

  Number

  	
   

  	
  Option Title

  	
   

  	
  Price -

  2004

  Year $

  	
   

  
	
  3446-MA11

  	
   

  	
  500,400,300,200,100,50,40,30,20,10,Minimums

  	
   

  	
  NC

  	
   

  
	
  3446-MA12

  	
   

  	
  1000,500,400,300,200,100,50,40,30,20,10,Minimums

  	
   

  	
  NC

  	
   

  
	
  3446-MA13

  	
   

  	
  50,40,30,20,10,Minimums-Minimums

  	
   

  	
  NC

  	
   

  
	
  3446-MA14

  	
   

  	
  200,100,50,40,30,20,10,Minimums
  - Minimums

  	
   

  	
  NC

  	
   

  
	
  3446-MA15

  	
   

  	
  1000(Baro), 500(Baro),
  100,50,30,20,10, Approaching Minimums - Minimums

  	
   

  	
  NC

  	
   

  
	
  3446-MA16

  	
   

  	
  2500,100,500,400,300,200,100,50,40,30,20,10,Approaching
  Minimums, Minimums

  	
   

  	
  NC

  	
   

  
	
  3446-MA17

  	
   

  	
  2500,1000,50,40,30,20,10,Approaching
  Decision Height, Minimums

  	
   

  	
  NC

  	
   

  
	
  3446-MA18

  	
   

  	
  50,40,30,20,10, Plus
  Hundred, Minimum

  	
   

  	
  NC

  	
   

  
	
  3457-MA01

  	
   

  	
  ADF - Dual System -
  Supplier X

  	
   

  	
  $

  	
  50,000

  	
   

  
	
  3510-MA01

  	
   

  	
  Two Crew oxygen cylinders -
  115-Cubic-Foot-Capacity

  	
   

  	
  $

  	
  4,000

  	
   

  
	
  3510-MB01

  	
   

  	
  Remote Crew Oxygen Fill
  Station

  	
   

  	
  $

  	
  28,900

  	
   

  
	
  3510-MC01

  	
   

  	
  Full face mask with Built-in
  Smoke Goggles - Captain, First Officer, First& Second Observer - TBD -
  SFE

  	
   

  	
  NC

  	
   

  
	
  3510-MC02

  	
   

  	
  Diluter demand Regulators
  with separate Smoke Goggles - Captain, First Officer, First& Second
  Observer - TBD - SFE

  	
   

  	
  NC

  	
   

  
	
  3520-WA02

  	
   

  	
  Passenger Oxygen -Additional
  capacity Option - 22 MINUTES

  	
   

  	
  $

  	
  3,000

  	
   

  
	
  3520-WA03

  	
   

  	
  Passenger Oxygen -Additional
  capacity Option - 60 MINNUTES

  	
   

  	
  TBD

  	
   

  
	
  3520-WA01

  	
   

  	
  Passenger Oxygen system -
  12 MINUTES

  	
   

  	
  NC

  	
   

  
	
  3810-WA01

  	
   

  	
  Potable water Storage
  capacity Increase of 40 gallons (7E7-8)

  	
   

  	
  NC

  	
   

  
	
  3810-WA02

  	
   

  	
  Potable water Storage
  capacity Increase of 60 gallons (7E7-9)

  	
   

  	
  NC

  	
   

  
	
  3810-WA03

  	
   

  	
  Potable water Storage
  capacity Increase of 100 gallons

  	
   

  	
  NC

  	
   

  
	
  3810-WA04

  	
   

  	
  Potable water Storage
  capacity Increase of 75 Gallons and Waste Capacity Increase

  	
   

  	
  NC

  	
   

  
	
  3810-WA05

  	
   

  	
  Potable Water Quantity
  Preselection System

  	
   

  	
  $

  	
  29,000

  	
   

  
	
  4420-SA01

  	
   

  	
  In-Flight Entertainment
  System - Supplier # 1

  	
   

  	
  TBD

  	
   

  
	
  4420-SA02

  	
   

  	
  In-Flight Entertainment
  System - Supplier # 2

  	
   

  	
  TBD

  	
   

  
	
  4420-SA03

  	
   

  	
  In-Flight Entertainment
  System - Supplier # 3

  	
   

  	
  TBD

  	
   

  
	
  4420-SB01

  	
   

  	
  Passenger Entertainment
  Camera System - Front Lower Lobe Camera - CSE

  	
   

  	
  $

  	
  67,300

  	
   

  
	
  4420-SC01

  	
   

  	
  PC Power - Installation -
  CSE

  	
   

  	
  NC

  	
   

  
	
  4435-SA01

  	
   

  	
  Connexion by Boeing System
  Installation

  	
   

  	
  NC**

  	
   

  
	
  4435-SA02

  	
   

  	
  SATCOM - SwiftBroadband -
  Single System installation

  	
   

  	
  $

  	
  135,000

  	
   

  
	
  4435-TBD

  	
   

  	
  SATCOM - SwiftBroadband -
  Second System installation

  	
   

  	
  $

  	
  135,000

  	
   

  
	
  4450-SA01

  	
   

  	
  Cabin Services System -
  Monitor & Control Function Panels

  	
   

  	
  NC

  	
   

  
	
  7200-JA01

  	
   

  	
  General Electric
  Propulsion System

  	
   

  	
  IB

  	
   

  



 





















 


Attachment D   6-1162-SKC-984


 


	
  Option

  Reference

  Number

  	
   

  	
  Option Title

  	
   

  	
  Price -

  2004

  Year $

  	
   

  
	
  7200-JA02

  	
   

  	
  Rolls-Royce Propulsion
  System

  	
   

  	
  IB

  	
   

  
	
  7200-JB01

  	
   

  	
  GEnx-54B Thrust Rating

  	
   

  	
  IB

  	
   

  
	
  7200-JB02

  	
   

  	
  GEnx-64B Thrust Rating

  	
   

  	
  IB

  	
   

  
	
  7200-JB03

  	
   

  	
  GEnx-70B Thrust Rating

  	
   

  	
  IB

  	
   

  
	
  7200-JB04

  	
   

  	
  R-R Trent 1053 Thrust
  Rating

  	
   

  	
  IB

  	
   

  
	
  7200-JB05

  	
   

  	
  R-R Trent 1064 Thrust
  Rating

  	
   

  	
  IB

  	
   

  
	
  7200-JB06

  	
   

  	
  R-R Trent 1070 Thrust
  Rating

  	
   

  	
  IB

  	
   

  



 










** Does not include equipment or service agreement charges which will
be provided by Connexion


 





















 


6-1162-SKC-987


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota  55121


 


Subject:                                                     ***
– Applicable Terms and Conditions


 


Reference:                                        Purchase
Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
(Boeing) and Northwest Airlines, Inc. (Buyer)


 


This letter agreement (Letter Agreement) is entered into on the date
below, and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.


 


Boeing and Buyer wish to define (1) the conditions under which
Buyer may add to the Purchase Agreement additional 787-8 and 787-9 model
aircraft for which Buyer has been granted *** pursuant to this Letter Agreement
and (2) the contract terms which will be applicable to such additional
aircraft in the event Buyer exercises such rights.


 


1.0                                 Option
Aircraft 


 


Boeing grants Buyer the option to purchase (Option) eighteen (18)
additional model 787-8  aircraft (Option
Aircraft) on the terms and conditions described in this Letter Agreement.


 


1.1                                 The
delivery positions and option deposit amounts for the Option Aircraft are as
set forth in Attachment A to this Letter Agreement (Attachment A).  The option exercise date for each Option
Aircraft shall be not later than the first day of the month *** months prior to
the Option Aircraft delivery month for such Option Aircraft shown on Attachment
A, unless Buyer elects to substitute a model 787-9 aircraft as provided for
Letter Agreement 6-1162-SKC-1065, “Aircraft Model Substitution.”  ***


 


1.2                                 The
eighteen (18) initial firm Aircraft identified in Table 1 to the Purchase
Agreement as of the date of its execution (Initial Aircraft) must


 


 


P.A. No. 2924


*** – Applicable Terms and
Conditions


 


BOEING PROPRIETORY


 





















 


Northwest Airlines, Inc.


6-162-SKC-987


Page 2


 


deliver prior to the month of
delivery of any Option Aircraft, and all Option Aircraft must deliver no later
than ***.


 


1.3                                 The
Aircraft Basic Price for each Option Aircraft (Option Aircraft Basic Price)
shall be the same as Boeing’s then current Aircraft Basic Price for model 787-8
aircraft in the configuration of the undelivered Aircraft as of the date of
exercise of the Option ***.


 


1.4                                 The
advance payment schedule for the Option Aircraft shall be equivalent to
that for the Initial Aircraft as defined in Letter Agreement 6-1162-SKC-1039, “Advance
Payments” (Advance Payment Letter Agreement).


 


***


 


1.6                                 The
advance payments for each Option Aircraft shall equal the Option Aircraft
Advance Payment Base Price provided pursuant to Article 1.5 herein
multiplied by the applicable percentage set forth in the Advance Payment Letter
Agreement.


 


1.7                                 An
Option will be deemed exercised and Boeing will be obligated to sell to Buyer
and Buyer will be obligated to purchase from Boeing such Option Aircraft on the
terms set forth in this Letter Agreement at such time as Buyer on or prior to
the date of Option exercise specified in Article 1.1 of this Letter
Agreement (1) has given written notice to Boeing of its exercise of such
Option and (2) has made an electronic transfer to Boeing of all advance
payments due for such Option Aircraft as of the date of exercise of the
Option.  The option deposit will be
applied to the advance payment requirements. 
***.


 


1.8                                 If
Buyer does not exercise an Option in accordance with the provisions of this
Letter Agreement or Buyer notifies Boeing that it does not wish to exercise an
Option, Boeing will, without further notification, remove the respective Option
Aircraft from its production planning, and Buyer’s option deposit for such
Option Aircraft will be forfeited by Buyer and retained by Boeing.


 


***


 


5.0                                 Production
Decisions.


 


In the event Boeing decides to terminate the production of the Model
787 aircraft, and Boeing must make production decisions which are dependent on
Buyer’s exercising an Option, Rolling Option or Purchase Right earlier than the
applicable exercise date defined in this Letter Agreement, Boeing may
accelerate the respective exercise date subject to Buyer’s agreement.  If Boeing and Buyer


 


 


P.A. No. 2924


*** – Applicable Terms and
Conditions


 


BOEING PROPRIETORY


 





















 


Northwest Airlines, Inc.


6-162-SKC-987


Page 3


 


fail to agree to a revised
Option Aircraft, Rolling Option and/or Purchase Right Aircraft exercise date,
or delivery month and year, either party may terminate the concerned Option,
Rolling Option or Purchase Right, and Boeing will refund to Buyer, without
interest, any option deposit it has received.


 


***


 


8.0                                 Engine
Manufacturer Pricing.


 


For the avoidance of doubt, (1) Buyer is responsible for and shall
pay any additional charges that may be levied by the engine manufacturer as a
result of *** Letter Agreement 6-1162-SKC-1065, Aircraft Model Substitution,
and (2) Buyer shall be responsible for any changes to the Engine Price or
escalation method used for determining the price of an ***.


 


10                                    Confidential
Treatment.


 


Buyer understands that certain commercial and financial information
contained in this Letter Agreement is considered by Boeing as
confidential.  Buyer agrees that it will
treat this Letter Agreement and the information contained herein as
confidential and, except as otherwise required by law, will not, without the
prior written consent of Boeing, disclose this Letter Agreement or any
information contained herein to any other person or entity.


 


 


P.A. No. 2924


*** – Applicable Terms and
Conditions


 


BOEING PROPRIETORY


 





















 


Northwest Airlines, Inc.


6-162-SKC-987


Page 4


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  THE BOEING COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
          ***

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Its

  	
             Attorney-In-Fact

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED TO this

  
	
   

  	
   

  
	
  Date: 

  	
            May 5,
  2005

  	
   

  
				



 


	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
      ***

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Its

  	
      President & CEO

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Attachment

  	
   

  



 


 


P.A. No. 2924


*** – Applicable Terms and
Conditions


 


BOEING PROPRIETORY


 





















 


Attachment A (GEnx Engines) to


Letter Agreement No. 6-1162-SKC-987


Page 1


 


***


 





















 


Attachment B to Letter Agreement 6-1162-SKC-987


 


 


P.A. No. 2924


*** – Applicable Terms and
Conditions


 


BOEING PROPRIETORY


 





















 


6-1162-SKC-990


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


Subject:                                                     Maintenance
Cost Guarantee


 


Reference:                                        Purchase
Agreement 2924 (the Purchase Agreement) between The Boeing Company (Boeing) and
Northwest Airlines, Inc. (Buyer) relating to Model 787 aircraft (787-3
Aircraft, 787-8 Aircraft, 787-9 Aircraft, or collectively Aircraft)


 


This letter agreement 6-1162-SKC-990 including
without limitation all attachments and amendments hereto (Letter Agreement)
amends and supplements the Purchase Agreement. 
All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.


 


Recitals


 


A.                                   Buyer
has requested a program which will either demonstrate achievement of the
projected maintenance costs for the Aircraft or, if such projected costs are
not demonstrated, provide Buyer specific remedies.


 


B.                                     In
response to Buyer’s request Boeing offers the following maintenance cost
guarantee program (Program) for estimating and validating the maintenance costs
incurred by Buyer in the operation of the Aircraft and providing specific
remedies to Buyer in the event maintenance costs for the Aircraft as defined in
this Letter Agreement exceed specified values.


 


Agreement


 


1.                                       Covered
Aircraft.


 


The Program shall apply to those Aircraft identified in Table 1 to the
Purchase Agreement and operated by Buyer on Buyer’s routes during the Program
Term (Covered Aircraft). *** particularly described in Attachment B and all
such adjustments to be consistent with the methodology used in Attachment B.


 


2.                                       Program
Term.


 


The Program shall begin on January 1, 2009 ***.


 


 


P.A. No. 2924


 


BOEING
PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-990


Page 2


 


3.                                       Covered
Maintenance.


 


The maintenance costs covered by the Program shall be the costs (as
more fully defined herein) of labor performed and materials used in the
airframe, airframe component and engine line maintenance of the Covered
Aircraft where the maintenance is performed as part of a maintenance program
approved by Buyer’s regulatory authority (Covered Maintenance).


 


All monetary amounts provided in this Letter Agreement will be
expressed in U.S. dollars.


 


4.                                       Program
Commitment.


 


The Cumulative Average Actual Maintenance Cost shall not exceed the
Cumulative Average Target Maintenance Cost as these terms are defined in this Article 4
(Program Commitment).  If the performance
of the Covered Aircraft does not comply with the Program Commitment
(Noncompliance), Buyer shall have the remedies specified in Article 8
below.


 


4.1                               Cumulative
Average Actual Maintenance Cost means the aggregate Actual Maintenance Cost
of Covered Maintenance for all then-completed Reporting Periods divided by the
Fleet Flight Hours for all such completed Reporting Periods.


 


4.2                               Actual Maintenance Cost means the sum of (i) the Line
Maintenance Material Cost, (ii) the Line Maintenance Labor Cost, (iii) the
Base Maintenance Material Cost, (iv) the Base Maintenance Labor Cost, (v) the
Subcontracted Base Maintenance Labor Cost, and (vi) the Total Shop Cost incurred
by Buyer during a Reporting Period for Covered Maintenance, where:


 


4.2.1                     Line
Maintenance Material Cost means the actual cost paid by Buyer for materials
required to perform the line maintenance portion of the Covered Maintenance in
a Reporting Period, as adjusted pursuant to the provisions of this Letter
Agreement and exclusive of those costs and/or other charges as set forth in Article 9;
and


 


4.2.2                     Line
Maintenance Labor Cost means the product of Line Labor Hours and Line Labor
Rate, where:


 


Line Labor Hours means
the hours expended by Buyer in performing the line maintenance portion of the
Covered Maintenance during a Reporting Period ***.


 


 


P.A. No. 2924


 


BOEING
PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-990


Page 3


 


and


 


Line Labor Rate *** Buyer’s average direct hourly labor rate
paid to Buyer’s employees who actually perform the line maintenance portion of
the Covered Maintenance during such Reporting Period, as adjusted pursuant to
the provisions of this Letter Agreement. 
Direct labor rate excludes overhead, including without limitation,
business taxes, and fringe benefits, premium time allowances, social charges
paid to Buyer’s employees who actually perform the Covered Maintenance.


 


4.2.3                     Base
Maintenance Material Cost means the actual cost paid by Buyer for materials
required to perform the base maintenance portion of the Covered Maintenance in
a Reporting Period, as adjusted pursuant to the provisions of this Letter
Agreement and exclusive of those costs and/or other charges as set forth in Article 9.


 


4.2.4                     Base
Maintenance Labor Cost means the product of Base Labor Hours and Base Labor
Rate, where:


 


Base Labor Hours means
the hours expended by Buyer in performing the base maintenance portion of the
Covered Maintenance during a Reporting Period 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 as adjusted pursuant to the provisions of this Letter
Agreement,


 


and


 


Base Labor Rate *** Buyer’s average direct hourly labor rate
paid to Buyer’s employees who actually perform the base maintenance portion of
the Covered Maintenance during such Reporting Period, as adjusted pursuant to
the provisions of this Letter Agreement. 
Direct labor rate excludes overhead, including without limitation,
business taxes, and fringe benefits, premium time allowances, social charges
paid to Buyer’s employees who actually perform the Covered Maintenance.


 


4.2.5                     Subcontracted
Base Maintenance Labor Cost means the cost adjusted pursuant to the
provisions of this Letter Agreement incurred by Buyer for labor for the base
maintenance portion of the Covered Maintenance performed during a Reporting
Period by a third party certified to perform such Covered Maintenance pursuant
to 14 United States Code of Federal Regulations, Part 145, or European
Union Commission Regulation EC 2042/2003, Part 145.


 


 


P.A. No. 2924


 


BOEING
PROPRIETARY


 





















 


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6-1162-SKC-990


Page 4


 


4.2.6                     Total
Shop Cost means the total labor and material cost incurred by Buyer to
perform the shop maintenance portion of the Covered Maintenance in a Reporting
Period, including brakes, wheels, tires, landing gear, APU, QEC and other
airframe components, as adjusted pursuant to the provisions of this Letter
Agreement and exclusive of those costs and/or other charges as set forth in Article 9.


 


4.2.7                     Shop
Labor Cost means the estimated portion of Total Shop Cost attributable to
labor for the Covered Aircraft.  ***


 


4.2.8                     Shop
Material Cost means the estimated portion of Total Shop Cost attributable
to material.  ***


 


4.3                               Fleet
Flight Hours means the total airborne time (aircraft takeoff-to-touchdown)
accumulated by all of the Covered Aircraft during a Reporting Period.


 


4.4                               Fleet Landings means the total number of landings
accumulated by all the Covered Aircraft during a Reporting Period.


 


4.5                               Cumulative
Average Target Maintenance Cost means the value calculated at the end of
each completed Reporting Period by multiplying the Target Maintenance Cost for
each completed Reporting Period by the average Fleet Flight Hours reported by
Buyer for each such completed Reporting Period, adding the products together
and dividing the sum by the total Fleet Flight Hours for all completed
Reporting Periods.


 


4.6                               Target
Maintenance Cost means the total cost as determined pursuant to Paragraph 5
below.


 


5.                                       Calculation
of Target Maintenance Cost.


 


5.1                                 No
later than six (6) months prior to delivery of the first Covered Aircraft,
Buyer will provide to Boeing the maintenance cost data and operational
assumptions described on Attachment A ***.


 


5.2                                 Using
the methodology set forth in Attachment B, the Maintenance Cost Benchmark Data
will be adjusted pursuant to the provisions of this Letter Agreement to a
mature maintenance level for Buyer ***


 


Using the operational assumptions provided by
Buyer in Attachment A for the Covered Aircraft, the Mature Equivalent
Maintenance Cost and the methodology set forth in Attachment B, the target
mature maintenance cost for the Covered Aircraft (Target Mature Maintenance
Cost for the Covered Aircraft) will be derived pursuant to the provisions of
this Letter Agreement.


 


 


P.A. No. 2924


 


BOEING
PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-990


Page 5


 


Finally, the average flight time and age
adjustment methodology set forth in Attachment B will be applied pursuant to
the provisions of this Letter Agreement to establish Target Maintenance Costs
for the Covered Aircraft for each Reporting Period.  Boeing will report such values to Buyer in
the form specified in Attachment C.


 


5.3                                 The
Target Maintenance Costs will be recalculated by Boeing as provided in
Attachment B using the methodology set forth therein.  Boeing will report the recalculated Target
Maintenance Costs to Buyer in the form specified in Attachment F.


 


6.             Reporting of
Actual Maintenance Data.


 


6.1                                 Within
120 days after the last day of each Reporting Period Buyer will complete and
return to Boeing Attachment D to provide to Boeing the data specified therein
for that Reporting Period.


 


***


 


7.             Calculation of
Actual Maintenance Costs and Compliance with the Program Commitment.


 


7.1                                 Subject
to the limitations described in Article 9, within 30 days after receiving
Buyer’s report pursuant to Article 6 for each Reporting Period, Boeing
will use the data provided by the Buyer in such report and the methodology in
Attachment B to calculate the Cumulative Average Actual Maintenance Cost for
the Covered Aircraft for such Reporting Period and will provide to Buyer a
report in content and form as shown in Attachment E.


 


7.2                                 If
the data determined pursuant to Article 7.1 indicates that the performance
of the Covered Aircraft for the applicable Reporting Periods does not comply
with the Program Commitment, Buyer will, upon request, submit to Boeing
sufficient information to allow Boeing to verify


 


(i) the accuracy of data reported by
Buyer pursuant to Article 6,


 


(ii) the data does not reflect
assumptions other than those relied upon in developing the Target Maintenance
Costs, and


 


(iii) the data is consistent with all
provisions of this Letter Agreement.


 


***


 


7.3                                 If
after completing the verification and analysis described in Article 7.2
(which shall in no event be later than *** days after Buyer furnishes to


 


 


P.A. No. 2924


 


BOEING
PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-990


Page 6


 


Boeing the information described in Article 7.2 for the relevant
Reporting Period) the data indicates that the performance of the Covered
Aircraft for the applicable Reporting Periods does not comply with the Program
Commitment, Boeing will take corrective action as defined in Article 8;
provided that throughout the period of such Noncompliance, Buyer upon request,
submits to Boeing such information *** as is necessary for Boeing.


 


(i)                                     To
analyze the problems causing such Noncompliance, and


 


(ii)                                  To
develop, when required, with Buyer’s assistance, appropriate corrective action.


 


8.                                       Corrective
Action.


 


8.1                                 Should
corrective action pursuant to Article 7.3 be appropriate:


 


8.1.1                        Boeing
will investigate the circumstances and possible causes of the Noncompliance,
and


 


8.1.2.                     Boeing
will provide technical assistance to Buyer in the form of analysis and
recommendations for reducing Actual Maintenance Cost, and


 


8.1.3                        After
consultation with Buyer, if necessary, Boeing will initiate a design review of
the systems, accessories, equipment or parts *** cause of the Noncompliance
and, when a redesign is indicated as a technically and economically practicable
means of complying with the Program Commitment, Boeing will redesign or cause
the redesign of such items, and


 


8.1.4.                     If
such redesign results in retrofit kits being offered by Boeing or Boeing’s
suppliers, Boeing will provide such kits or cause such kits to be provided at
no charge to Buyer.  Boeing will also
reimburse, at Boeing’s then existing warranty labor rate, Buyer’s reasonable
labor costs for incorporation of any such kit manufactured to Boeing’s or
Boeing’s supplier’s detailed design. 
Such reimbursement will be provided pursuant to Exhibit B, “Product
Assurance Document,” of the Purchase Agreement.


 


***


 


8.2                                 At
Boeing’s request, Buyer will assign to Boeing (to the extent Buyer is legally
and contractually permitted to do so) any of Buyer’s rights against the
manufacturer of any equipment, accessory or part installed in the Covered
Aircraft as may be required for Boeing to fulfill its obligations with respect
to any corrective action provided by Boeing hereunder.


 


 


P.A. No. 2924


 


BOEING
PROPRIETARY


 





















 


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6-1162-SKC-990


Page 7


 


9.                                       Conditions
and Limitations.


 


9.1                                 If,
with the intent of reducing the cost of Covered Maintenance, Boeing or any
supplier issues service bulletins, service letters or other written
instructions or offers no-charge retrofit kits, Buyer and its subcontractors
will comply with such instructions or install such kits within a period of
eight (8) months after issuance of such instructions or receipt of such
kits at Buyer’s facility, or such longer period as may be otherwise mutually
agreed (Response Period) ***.  If Buyer
or any of its subcontractors does not incorporate and install any such
modification or procedure which Buyer is required to incorporate and install
pursuant to the immediately preceding sentence, after expiration of the
applicable Response Period all maintenance costs, which would have been
eliminated if such instructions or kits had been incorporated will be
subtracted from the Actual Maintenance Costs reported.


 


9.2                                 Buyer
will promptly notify Boeing in writing of any variations in its maintenance
cost accounting system or procedures or those of its subcontractors which would
affect the proper reporting of Actual Maintenance Costs.  Boeing will review with Buyer such variations
and as appropriate make adjustments in a commercially reasonable manner to the
Cumulative Average Target Maintenance Cost to reflect the effect of any such
variations.


 


9.3                                 Upon
reasonable notice to Buyer, Boeing will have the right, at reasonable times and
intervals and upon prior written notice to Buyer, to audit all Actual
Maintenance Costs reported by Buyer during the Program Term, as well as the
maintenance practices and procedures related thereto, provided that such audit
shall not interfere with Buyer’s flight operations and maintenance
procedures.  *** Buyer will audit from
time to time its subcontractors’ maintenance records and practices during the
Program as they pertain to the Covered Aircraft, and release to Boeing such
audit findings and subcontractor maintenance records that, within its contract
terms with such subcontractor, Buyer is allowed to release to Boeing as a third
party.  As is necessary, Buyer will use
commercially reasonable efforts to obtain the ability to release all such information
to Boeing.  If requested, Boeing will
enter into a proprietary information agreement with subcontractor.  Boeing and Buyer will work in good faith to
verify and properly account for data reported by Buyer for which Boeing does
not receive sufficient data to verify, in accordance with the provisions of
this Letter Agreement, either the labor hours performed or the material costs
incurred in performing such maintenance. 
Should the parties be unable to so verify and properly account for such
reported data, Boeing will provide Buyer written notification of its
disapproval of any such costs, and Boeing will deduct such costs from the
computation of Actual Maintenance Costs.


 


 


P.A. No. 2924


 


BOEING
PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-990


Page 8


 


9.4                                 Upon
reasonable notice to Buyer, Boeing may inspect Buyer’s maintenance facilities,
programs and procedures, provided that no such inspection shall interfere with
Buyer’s flight operations or maintenance procedures.


 


9.5                                 Actual
Maintenance Cost will not include any of the following costs:


 


(a)                                  Costs
arising from loss of, or extraordinary damage to, any Covered Aircraft, or any
system, accessory, equipment or part thereof.


 


(b)                                 Any
taxes, duties, tariffs, surcharges (except customary and reasonable mark-up on
materials charged by third party maintenance providers), transportation,
insurance interest or overhead.


 


(c)                                  The
costs of initial or sustaining spare parts inventory or the depreciation of
such spare parts; costs resulting from any modification to the Covered Aircraft
or any system, equipment, accessory or part thereof other than unreimbursed
modifications described under Article 9.1 herein.


 


(d)                                 Costs
resulting from the negligent acts or omissions of Buyer.


 


(e)                                  Costs
resulting from the failure to comply with Boeing’s or Boeing’s suppliers’
applicable written instructions as reasonably modified in Buyer’s Aircraft
Maintenance Schedule Document for the operation, service, maintenance or
overhaul of any Covered Aircraft, or any system, accessory, equipment or part
thereof.


 


(f)                                    Costs
attributable to loss of use, revenue or profit.


 


(g)                                 Costs
of consumable fluids, including fuel.


 


(h)                                 Costs
due to acts of God, war, armed hostilities, riots, fires, floods, earthquakes
or serious accidents, governmental acts or failure to act affecting materials,
facilities or aircraft needed for the maintenance of Covered Aircraft.


 


(i)                                     Costs
due to strikes or labor troubles causing cessation, slowdown or interruption of
work related to the maintenance of Covered Aircraft.


 


 


P.A. No. 2924


 


BOEING
PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-990


Page 9


 


(j)                                     Costs
resulting from failure of or delay in transportation or inability, after due
and timely diligence, to procure materials, systems, accessories, equipment or
parts needed for the maintenance of Covered Aircraft.


 


(k)                                  Amounts
for any part provided by Boeing or Boeing’s suppliers to Buyer at no charge.


 


***


 


(m)                               Amounts
related to any warranty, maintenance cost guarantee or similar agreement, for
which there is a credit memorandum or other payment scheme established in Buyer’s
favor and issued by Boeing or Boeing’s suppliers to Buyer.


 


***


 


9.7                                 The
Program will be suspended if during any Reporting Period the average
utilization for the Covered Aircraft is less than *** hours.  *** the Program will resume on the first day
of any subsequent Reporting Period during which the average utilization for the
Covered Aircraft exceeds that set forth above. 
The Actual Maintenance Cost and the Cumulative Average Target Maintenance
Cost as of any Reporting Period during the Program Term will exclude all Actual
Maintenance Cost and Fleet Flight Hours accumulated during any Reporting Period
in which the Program was suspended as provided above.  The Program will not be extended to reflect
any period wherein it was suspended.  ***


 


10.                                 Notice


 


10.1                           All
reports submitted to Boeing will be addressed to the attention of:


 


Director - BCA Warranty and Supplier Support
Contracts


Boeing Commercial Airplanes


P.O. Box 3707    Mail Code 2L-46


Fax: 206-544-9171


Seattle, Washington 98124-2207


 


10.2                           All
reports submitted to Buyer will be addressed to the attention of:


 


Controller, Technical Operations


 


 


P.A. No. 2924


 


BOEING
PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-990


Page 10


 


Northwest Airlines, Inc.


Department C8040


7500 Airline Drive


Minneapolis, MN 55450


Facsimile: 612-726-7707


 


11.           Release and
Discharge by Buyer.


 


The performance of the commitments made in this Letter
Agreement by Boeing in accordance with the terms and conditions of this Letter
Agreement shall constitute complete, full and final settlement and satisfaction
of all Boeing’s obligations and liabilities to Buyer solely with respect to
failure of the Aircraft to meet the Aircraft Commitment.


 


12.                                 Confidential
Treatment.


 


Buyer understands that certain commercial and
financial information contained in this Letter Agreement are considered by
Boeing as confidential.  Buyer agrees
that it will treat this Letter Agreement and the information contained herein
as confidential and will not, without the prior written consent of Boeing,
disclose this Letter Agreement or any information contained herein to any other
person or entity except as required by applicable law or governmental
regulations.


 


Except as set forth in this Letter Agreement, the Purchase Agreement remains
unchanged and in full force and effect.


 


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 

  	
          May 5,
  2005

  	
   

  
					



 


 


P.A. No. 2924


 


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PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-990


Page 11


 


	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
  By 

  	
        ***

  	
   

  
	
   

  	
   

  
	
  Its 

  	
      President &
  CEO

  	
   

  
				



 


 


P.A. No. 2924


 


BOEING
PROPRIETARY


 





















 


Attachment A to 


6-1162-SKC-990


Page 1


 


Attachment
A:  Maintenance Cost Benchmark Data and
Covered Aircraft Operational Assumptions


 


Airline’s Historic Benchmark Data


 


	
   

  	
   

  	
  Year 1:

  	
   

  	
  Year 2:

  	
   

  	
  Year 3:

  	
   

  	
  Year 4:

  	
   

  	
  Year 5:

  	
   

  
	
  Line Maintenance Labor Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Line Maintenance Material Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base Maintenance Labor Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base Maintenance Material Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subcontracted Base Maintenance Labor Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shop Labor Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shop Material Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Fleet Landings (Total for Year)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Annual Fleet Fight Hours (Total for Year)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Average. Fleet Size for Year (Number of
  Airplanes)

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Average Fleet Age:

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •             In
  Flight Hours

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •             In
  Landings

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  •             In
  Years

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shop Labor Cost Percentages

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shop Material Cost Percentages

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Operational Assumptions for Covered Aircraft


 


	
  Line Labor Rate ($per Labor Hour)

  	
   

  
	
  Base Labor Rate ($per Labor Hour)

  	
   

  
	
  Subcontracted Base Labor Rate ($per Labor
  Hour)

  	
   

  
	
  Annual Fleet Landings (Total for Year)

  	
   

  
	
  Annual Fleet Flight Hours (Total for Year)

  	
   

  



 


 


P.A.  No. 2924


Maintenance_Cost_Protection


 


BOEING
PROPRIETARY


 





















 


Attachment B to 


6-1162-SKC-990


Page 1


Attachment-B -
Adjustments


 


Adjustments will be made as described in this Attachment B to Buyer’s
Maintenance Cost Benchmark Data submitted in Attachment A, the Target
Maintenance Costs reported in Attachment C and Actual Maintenance Cost Data
reported in Attachment D.


 


1.0                                 Reporting
Currency.


 


All monetary amounts provided in this Letter Agreement will be
expressed in U.S. dollars.


 


2.0                                 Escalation
Indices.


 


2.1                                 Material
Price Inflation.


 


The measure of material price inflation will
be the Producer Price Index for “Other Aircraft Parts and Auxiliary Equipment
Mfg” (North American Industry Classification System (NAICS) code 336413, BLS Series ID
= PCU336413) obtained from the publication “Producer Prices and Price Indexes”
published monthly by the U.S. Department of Labor, Bureau of Labor Statistics
(BLS) or any comparable successor publication as mutually agreed to by Boeing
and Buyer published by the U.S. Department of Labor Bureau of Labor Statistics
or any comparable successor agency (Material Index).


 


2.2                                 Labor Price
Inflation.


 


The measure of labor price inflation will be
the “Employment, Hours, and Earnings from the Current Employment
Statistics Survey (National)” (North American Industry Classification System
(NAICS) code 336413, BLS Series ID =CEU3133641306) obtained
from the publication published monthly by the U.S. Department of Labor, Bureau
of Labor Statistics or any comparable successor publication as mutually agreed
to by Boeing and Buyer published by the U.S. Department of Labor Bureau of
Labor Statistics or any comparable successor agency (Labor Index).


 


3.0                                 Benchmark
Method for Determining Target Maintenance Costs.  


 


The Target Maintenance Costs will be determined for the Covered
Aircraft as specified in subparagraphs 3.1 through 3.8 of this Attachment B.


 


3.1                                 ***


 


3.2                                 ***


 


3.3                                 ***


 


3.4                                 ***


 


3.5                                 ***


 


3.6                                 ***


 


3.7                                 ***


 


4.0             Reporting
Period Adjustments.


 


4.1                                 Material
Costs.


 


The reported Line Maintenance Material Cost,
Base Maintenance Material Cost and Shop Material Cost for a Reporting Period
will be revised to values expressed in the Base Year by multiplying such costs
by the ratio of the average of the values of the Material Index published for
the twelve months of the Base Year to the average of the values for the
Material Index published during twelve months of the applicable Reporting
Period.


 


4.2                                 Labor
Costs.


 


The reported Line Maintenance Labor Cost,
Base Maintenance Labor Cost and Subcontracted Base Maintenance Labor Cost for a
Reporting Period will be revised by multiplying the reported labor cost by the
ratio of the labor rate specified in the operational assumptions section of
Attachment A to the Buyer’s then-current labor rate, as reported in Attachment
D.


 


 


P.A.  No. 2924


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Attachment B to 


6-1162-SKC-990


Page 2


 


4.3                                 Shop
Labor Costs.


 


The reported Shop Labor Cost for a Reporting
Period will be revised to values expressed in the Base Year by multiplying such
costs by the ratio of the average of the values of the Labor Index published
for the twelve months of the Base Year to the average of the values for the
Labor Index published during twelve months of the applicable Reporting Period.


 


5.0                                 Recalculation
of Target Maintenance Cost.


 


5.1                                 Average
Flight Time.


 


If the Actual Average Flight Time (AAFT) for
any Reporting Period differs from the Projected Average Flight Time (PAFT) of
8.23 hours by more than +/- 1.0 Flight Hours, the Target Material Cost (TMC)
and Target Labor Cost for that Reporting Period will be adjusted using the
methodology specified in Paragraph 5.2 below to reflect the AAFT, where:


 


5.1.1                        Actual Average Flight Time (AAFT) means the Total Fleet
Flight Hours reported in Attachment D divided by Total Fleet Landings reported
in Attachment D.


 


5.2                                 Method
for Recalculating Target Maintenance Cost


 


As permitted by paragraph 5.1 of this
Attachment B, the Target Maintenance Cost for a Reporting Period will be
recalculated using the following formula and using the operational assumptions
provided by the Buyer for the Reporting Period in Attachment D to the Letter
Agreement:


 


Recalculated Target Cost (or RTC) = ((BB +
(Average Flight Time * AA))/Average Flight Time)


 


Where:  AA is dollars per flight hour and BB is
dollars per cycle as derived from the Mature Fleet Benchmark Data and the data
provided in Attachment H as detailed below.


 


BB = R * $PerCycle


 


AA = R * $PerFlightHour


 


***


 


5.3                                 Covered
Aircraft.


 


The Target Maintenance Cost is based on the
number of Covered Aircraft.  If the
number of Covered Aircraft changes during any Reporting Period, the Target
Maintenance Cost will be recalculated for that Reporting Period to address any
change to the average fleet age by using the methodology specified in paragraph
5.7, below.


 


5.4                                 Delivery
Schedule.


 


If the delivery schedule for the Covered
Aircraft described in Table 1 to the Purchase Agreement changes during any
Reporting Period, the Target Maintenance Cost will be recalculated for that
Reporting Period and subsequent Reporting Periods to address any resulting
changes to the average fleet age using the methodology specified in paragraph
5.7, below.


 


5.5                                 ***


 


5.6                                 ***


 


5.7                                 Age
Adjustment.


 


Age Adjustments will be based on the average
fleet age during a Reporting Period and the factors set forth in the tables
below.  Maintenance Cost Benchmark Data
will be adjusted to maturity by dividing the cost for


 


 


P.A.  No. 2924


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BOEING
PROPRIETARY


 





















 


Attachment B to 


6-1162-SKC-990


Page 3


 


a given period by the Maturity Factor which corresponds to the average
fleet age.  The Target Maintenance Cost
will be calculated by multiplying the Target Mature Maintenance Cost by the
maturity factor corresponding to the average age of the Covered Aircraft at the
time of the Reporting Period.  The
Composite Airplane table applies to the 787 aircraft; the MSG-3  table applies to aircraft with FAA type
certificates granted after 1979.  ***


 





















 


Attachment C to 


6-1162-SKC-990


Page 1


 


Attachment C –
Target Maintenance Cost for Covered Aircraft and Covered Aircraft Maintenance
Baseline


 


To:                                                                              Northwest
Airlines, Inc.


 


Reference:                                        Letter
Agreement No. 6-1162-SKC-990 to Purchase Agreement No. 2924


Airframe Maintenance Cost Protection Program


 


Subject:     Target Maintenance Cost
reported pursuant to Article 5.2 of the referenced Letter Agreement.


 


***


 





















 


Attachment D to 


6-1162-SKC-990


Page 1


 


To:                                                                              Director
- BCA Warranty and Supplier Support


Boeing
Commercial Airplanes


P.O. Box 3707     Mail Stop 76-02


Fax: 206-544-9171


Seattle, Washington 98124-2207


 


Reference:                                        Letter
Agreement No. 6-1162-SKC-990 to Purchase Agreement No. 2924


Airframe Maintenance Cost Protection Program


 


Subject:                                                     Data
reported pursuant to Article 6 of the referenced Letter Agreement.


 


Reporting Period No.


Beginning date              
ending date                


 


Currency of the costs shown below: 
              


 


	
  Actual

  Maintenance Costs

  	
   

  	
  Line Costs

  (total cost)

  	
   

  	
  Base Costs

  (total cost)

  	
   

  	
  Shop Costs

  (total cost)

  	
   

  	
  Total

  Costs

  (total cost)

  	
   

  
	
  Labor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subcontract
  Labor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Material

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Note: The above labor costs have been calculated in accordance with Article 4.2.
of the referenced Letter Agreement.  The
above material costs have been calculated in accordance with Article 4.2
of the referenced Letter Agreement and exclude all costs described in Article 9
therein.


 


	
  Line Labor Rate ($per Labor Hour)

  	
   

  
	
  Base Labor Rate ($per Labor Hour)

  	
   

  
	
  Subcontracted Base Labor Rate ($per Labor
  Hour)

  	
   

  



 


 


P.A.  No. 2924


Maintenance_Cost_Protection


 


BOEING
PROPRIETARY


 





















 


Attachment D to 


6-1162-SKC-990


Page 4


 


	
  Annual Fleet Landings (Total for Year)

  	
   

  
	
  Annual Fleet Flight Hours (Total for Year)

  	
   

  
	
  Shop Labor Cost (Percentages)

  	
   

  
	
  Shop Material Cost (Percentages)

  	
   

  



 


The above labor rates have been calculated in accordance with Article 4.2
of the Letter Agreement.


 


Northwest Airlines, Inc.


 


 


	
  By

  	
   

  	
   

  	
  Date

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Its

  	
   

  	
   

  	
   

  	
   

  



 


 


P.A.  No. 2924


Maintenance_Cost_Protection


 


BOEING
PROPRIETARY


 





















 


Attachment E to 


6-1162-SKC-990


Page 1


 


To:                                                                              Northwest
Airlines, Inc.


 


Reference:                                        Letter
Agreement No. 6-1162-SKC-990 to Purchase Agreement No. 2924


Airframe Maintenance Guarantee


 


Subject:                                                     Data
reported pursuant to Article 7 of the referenced Letter Agreement.


 


Reporting Period No.          


Beginning date               
ending date                  


 


Actual Costs as reported by Buyer in U.S. Dollars:


 


	
  Actual

  Maintenance Costs

  	
   

  	
  Line Costs

  (total cost)

  	
   

  	
  Base Costs

  (total cost)

  	
   

  	
  Shop

  Costs

  (total cost)

  	
   

  	
  Total

  Costs

  (total cost)

  	
   

  
	
  Labor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Material

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


Actual Costs and Target Costs (per Attachment A of the referenced
Letter Agreement) in base year 2007 U.S. dollars.


 


 


P.A.  No. 2924


Maintenance_Cost_Protection


 


BOEING
PROPRIETARY


 





















 


Attachment E to 


6-1162-SKC-990


Page 2


 


	
   

  	
   

  	
  Reporting

  Period 1

  	
   

  	
  Reporting

  Period 2

  	
   

  	
  Reporting

  Period 3

  	
   

  	
  Reporting

  Period 4

  	
   

  	
  Reporting

  Period 5

  	
   

  
	
  Year

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Year dollars

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Line
  Maintenance Labor Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Line
  Maintenance Material Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base
  Maintenance Labor Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Base
  Maintenance Material Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Subcontracted
  Base Labor Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shop Labor
  Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Shop
  Material Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative
  Average Actual Maintenance Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Fleet
  Flight Hours

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Total Fleet
  Landings

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number of
  Covered Aircraft

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cost
  adjustment factors

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Labor

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Material

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Target
  Maintenance Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Cumulative
  Average Target Maintenance Cost

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


P.A.  No. 2924


Maintenance_Cost_Protection


 


BOEING
PROPRIETARY


 





















 


Attachment E to 


6-1162-SKC-990


Page 3


 


***


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  THE BOEING COMPANY

  	
   

  
	
   

  	
   

  
	
   

  
	
  Reported by

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date

  	
   

  	
   

  
				



 


 


P.A.  No. 2924


Maintenance_Cost_Protection


 


BOEING
PROPRIETARY


 





















 


Attachment E to 


6-1162-SKC-990


Page 1


 


Attachment F –
Recalculated and Adjusted Target Maintenance Cost for Covered Aircraft


 


To:                                                                              Northwest
Airlines, Inc.


 


Reference:                                        Letter
Agreement No. 6-1162-SKC-990 to Purchase Agreement No. 2924


Airframe Maintenance Cost Protection Program


 


Subject:                                                     Data
reported pursuant to Article 5.3 of the referenced Letter Agreement.


 


	
  ***

  	
   

  	
  Fleet Size

  	
   

  	
  Average

  Fleet Age

  	
   

  	
  Target

  Maint. Cost

  ($ per flt

  hr)

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


P.A.  No. 2924


Maintenance_Cost_Protection


 


BOEING
PROPRIETARY


 





















 


Attachment G to 


6-1162-SKC-990


Page 1


 


***


 





















 


Attachment H to 


6-1162-SKC-990


Page 1


 


***


 





















 


6-1162-SKC-1010


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


Subject:                                                     ***


 


Reference:                                        Purchase
Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
(Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787
aircraft (the Aircraft)


 


This letter agreement (Letter Agreement) is entered into on the date
below, and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.


 


***


 


Buyer understands that certain commercial and financial information
contained in this Letter Agreement and attachments hereto are considered by
Boeing as confidential.  Buyer agrees
that it will treat this Letter Agreement and the information contained herein
as confidential and, except as otherwise required by law, will not, without the
prior written consent of Boeing, disclose this Letter Agreement or any
information contained herein to any other person or entity.


 


 


P.A.  No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1010


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:

  	
       May 5,
  2005

  	
   

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By 

  	
        ***

  	
   

  
	
   

  	
   

  
	
  Its 

  	
           President &
  CEO

  	
   

  
					



 


 


P.A.  No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1011


 


Northwest Airlines, Inc.


5101 Northwest Drive


St. Paul, Minnesota 55111


 


Subject:                                                     ***


 


Reference:                                        Purchase
Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
(Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787-8
aircraft (the Aircraft)


 


This letter agreement (Letter Agreement) is entered into on the date
below, and amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.


 


1.                                       ***


 


2.                                       ***


 


3.                                       Confidential
Treatment.


 


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


 


 


P.A.  No. 2924


 


BOEING
PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1011


Page 2


 


herein as confidential and, except as otherwise required by law, will
not, without the prior written consent of Boeing, disclose this Letter
Agreement or any information contained herein to any other person or entity.


 


	
  Very truly yours,

  	
   

  
	
   

  	
   

  
	
  THE BOEING COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By 

  	
      ***

  	
   

  
	
   

  	
   

  
	
  Its 

  	
          Attorney-In-Fact

  	
   

  
	
   

  	
   

  
	
  ACCEPTED AND AGREED TO this

  
	
   

  	
   

  
	
  Date: 

  	
          May 5,
  2005

  	
   

  
	
   

  	
   

  
	
  NORTHWEST AIRLINES

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By 

  	
       ***

  	
   

  
	
   

  	
   

  
	
  Its

  	
       President &
  CEO 

  	
   

  
						



 


 


P.A.  No. 2924


 


BOEING
PROPRIETARY


 





















 


6-1162-SKC-1035


 


Northwest Airlines, Inc.


5101 Northwest Drive


St. Paul, Minnesota 55111


 


	
  Subject:

  	
   

  	
  Model 787-8

  
	
   

  	
   

  	
  Flight Test Certification Program

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase Agreement No. 2924 (the Purchase
  Agreement) between The Boeing Company (Boeing) and Northwest
  Airlines, Inc. (Buyer) relating to Model 787-8 aircraft (Aircraft)

  



 


This letter agreement
(Letter Agreement) amends and supplements the Purchase Agreement.  All terms used but not defined in this Letter
Agreement have the same meaning as in the Purchase Agreement.


 


In addition to the
allowance for Boeing’s use of Buyer’s Aircraft for performing flight tests
prior to delivery as provided in Article 9.2 of the Purchase Agreement, Boeing
and Buyer agree that *** 787-8 Aircraft identified in Table 1 of the Purchase
Agreement will be used by Boeing in its flight test program for (i) obtaining
the FAA Type and Airworthiness Certificates for the standard Model 787-8 aircraft
as required under Article 8.1.1.1 of the Purchase Agreement, (ii) any
other testing required by the FAA, (iii) any testing required by the European
Aviation Safety Agency (EASA), (iv) early ETOPS program testing, (v) any developmental testing (which
will be no more rigorous than testing required for obtaining the FAA Type and
Airworthiness Certificate) which is needed to develop a new design if problems
are discovered in flight test (such as lateral trim, stall characteristics and
other design issues), if required, and (vi) *** Boeing marketing
demonstration flights.  Such
Aircraft are herein after referred to as the Test Aircraft and such test
program is hereinafter referred to as the Test Program.


***


 


The Test Aircraft will be
manufactured early, flight tested, refurbished and delivered to Buyer in its
scheduled delivery month pursuant to Table 1 of the Purchase Agreement.  It is hereby agreed that Buyer will accept
delivery of the Test Aircraft without any reduction in the purchase price
thereof on account of the depreciation and reasonable wear and tear resulting
from the Test Program subject to the provisions set forth below.


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1035


Page 2


 


1.             Test
Aircraft Refurbishment.


 


Boeing
will refurbish each Test Aircraft prior to delivery thereof to Buyer to ensure
such Test Aircraft is in compliance with the Detail Specification to be derived
from Boeing 787 Airplane Description and Selections Document.  Reasonable wear and tear will be permissible
in all areas of the Test Aircraft except interior areas exposed to passenger
view ***.  Such interior areas will be in
a condition, at time of delivery to Buyer, comparable to the same areas of
other Aircraft delivered to Buyer in the same time period as the Test Aircraft.


 


Analysis, inspections,
and determination of repairs or replacements will be performed to Boeing
standards.  Significant damage (if any)
shall be subject to discussion between Boeing and Buyer so as to determine the
most reasonable and practicable correction. 
Each Test Aircraft will be in a flight test livery until it is repainted
during refurbishment.


 


2.             Removal
of Wiring and Test Instrumentation.


 


The
wiring installation in the Test Aircraft will be the same as in the other
Aircraft being purchased by the Buyer under the Agreement, except for wiring configuration
differences permitted by contract and except for residual flight test wiring
and instrumentation.  Boeing shall remove
all flight test wiring and instrumentation to the extent practicable.  The residual flight test wiring and
instrumentation will be minimal in amount and weight, will be readily
identifiable, will be firmly affixed to the Test Aircraft, and will not
physically or electrically affect Test Aircraft systems at delivery to Buyer.  ***


 


3.             PRR
and Service Bulletin Incorporation.


 


During
the refurbishment of each Test Aircraft, Boeing will incorporate all applicable
Production Revision Records (PRRs) and Service Bulletins which have been released
by Boeing for incorporation in other Aircraft scheduled for delivery to Buyer
prior to the scheduled delivery of the Test Aircraft except for any such PRRs
and/or Service Bulletins which are impracticable (in the reasonable mutual judgment
of Boeing and Buyer) to so retrofit on the Test Aircraft.  Boeing will review its plans for
incorporation of such PRRs and Service Bulletins with Buyer prior to the
refurbishment of the Test Aircraft.  Any
delay in the delivery of the Test Aircraft resulting from the incorporation of
such PRRs and/or Service Bulletins shall be an excusable delay within the meaning
of Article 6 of the Purchase Agreement. 
If the reason for not incorporating any such PRR or service bulletin is
the unavailability of retrofit kits, Boeing will furnish such retrofit kits to Buyer
at no charge as soon as they can reasonably be made available and Boeing will
reimburse Buyer for its direct labor to install such kits at the then current
warranty labor reimbursement rate.


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1035


Page 3


 


4.             Wheels,
Tires and Brakes.


 


Boeing
will install new tires, wheels and brakes on each Test Aircraft after such
flight tests and prior to delivery thereof.


 


***


 


7.             Aircraft
Maintenance.


 


Boeing
will maintain the Test Aircraft to Boeing standards.  Boeing will accomplish all required
maintenance and inspections, consistent with the accumulated hours, cycles and
days, prior to delivery.  At time of
delivery, Boeing will provide the Buyer a maintenance log in the Buyer’s format
containing one Maintenance Check Completion Status Summary report.  The Maintenance Review Board Report will be
used to set the starting level of the Buyer’s maintenance program at the time
of delivery.


 


8.             Warranty.


 


The
terms and conditions of the Product Assurance Document (Exhibit B to the
Purchase Agreement) will run full term from the date of the delivery of each
Test Aircraft to Buyer.  ***


 


9.             Other
Terms and Conditions.


 


Additional
terms and conditions relating to the Test Program will be added to this Letter
Agreement upon final definition of such program.  All terms and conditions relating to the
manufacture, sale and purchase of the Aircraft as set forth in the Purchase
Agreement will remain in full force and effect for the Test Aircraft, except as
amended by the provisions set forth herein. 
In the event of damage to any Test Aircraft, Boeing will immediately
notify Buyer and will begin discussions that will result in an understanding
culminating in the mutual satisfaction of both Boeing and Buyer.


 


10.           Confidential
Treatment.


 


Buyer
understands that certain commercial information contained in this Letter
Agreement are considered by Boeing as confidential.  Buyer agrees that it will treat this Letter
Agreement and the information contained herein as confidential and will not,
without the prior written consent of Boeing, disclose this Letter Agreement or
any information contained herein to any other person or entity, except as
required by law.


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1035


Page 4


 


	
  Very truly
  yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
               Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
          May 5,
  2005

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By

  	
               ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
               President &
  CEO

  	
   

  
							



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1039


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


	
  Subject:

  	
   

  	
  Advance Payment
  Matters

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787
  aircraft (the Aircraft)

  



 


This letter agreement
(Letter Agreement) is entered into on the date below, and amends and
supplements the Purchase Agreement.  All
terms used but not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.


 


1.             Deferred
Advance Payment Schedule:


 


Notwithstanding
the advance payment schedule set forth in Article 5.1 of the Purchase
Agreement, Boeing agrees that Buyer may make Advance Payments for the Aircraft
in accordance with the schedule below, subject to the terms and conditions
further described herein:


 


	
  Months Prior to

  Aircraft Delivery

  	
   

  	
  Amount Due per Aircraft

  	
   

  
	
   

  	
   

  	
  (Percent times

  	
   

  
	
   

  	
   

  	
  Advance Payment Base Price)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Definitive
  Agreement Date, option exercise date, or purchase right exercise date

  	
   

  	
  1.0%

  	
   

  



 


***


 


2.             Interest
on Deferred Advance Payments:


 


The foregoing advance payment schedule constitutes
a deferral of certain amounts due Boeing pursuant to the advance payment schedule for
the Aircraft as set forth in Article 5.1 of the Purchase Agreement.  Accordingly, Buyer shall pay interest to
Boeing on all such deferred amounts at a rate per annum equal to the sum of (i) the
90-day LIBOR rate, as published in the Wall Street Journal, U.S. edition, in
effect on the first business day of each calendar quarter and reset every


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1039


Page 2


 


calendar quarter, plus (ii) ***, and
calculated on a basis of a 360-day year. Interest will be paid quarterly to
Boeing in arrears on the first business day of each quarter. Any remaining
unpaid interest payments for an Aircraft are due and payable at delivery of the
Aircraft.


 


***


 


4.             Confidential
Treatment.


 


Buyer
understands that certain commercial and financial information contained in this
Letter Agreement and attachments hereto are considered by Boeing as
confidential.  Buyer agrees that it will
treat this Letter Agreement and the information contained herein as
confidential and, except as otherwise required by law, 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,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
  ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
               Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
          May 5,
  2005

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
               ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
       President &
  CEO

  	
   

  
							



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1040


 


Northwest Airlines, Inc.


2700
Lone Oak Parkway


Eagan,
Minnesota 55121


 


	
  Subject:

  	
   

  	
  Special Matters

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787
  aircraft (the Aircraft)

  



 


This letter agreement
(Letter Agreement) is entered into on the date below, and amends and
supplements the Purchase Agreement.  All
terms used but not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.


 


1.                                       ***


 


2.                                       ***


 


3.                                       ***


 


4.                                       ***


 


5.                                       ***


 


6.                                       ***


 


7.                                       ***


 


8.                                       ***


 


9.                                       ***


 


10.                                 ***


 


11.                                 ***


 


12.                                 ***


 


13.                                 Assignment.


 


The
Credit Memoranda and other terms and conditions described in this Letter
Agreement are provided as a special accommodation to Buyer in consideration of
Buyer becoming the operator of the Aircraft, and cannot be assigned, in whole
or in part, without the prior written consent of Boeing.


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1040


Page 2


 


14.           Confidential
Treatment.


 


Buyer
understands that certain commercial and financial information, described 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, except as
otherwise required by law, will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.


 


	
  Very truly
  yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
               Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND AGREED
  TO this

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
          May 5,
  2005

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
       President &
  CEO

  	
   

  
							



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1042


 


Northwest
Airlines, Inc.


2700
Lone Oak Parkway


Eagan,
Minnesota 55121


 


	
  Subject:

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines, Inc. (Customer) relating to
  Model 787-8 aircraft (the Aircraft)

  



 


 


This Letter Agreement
amends the Purchase Agreement.  All terms
used but not defined in this Letter Agreement have the same meaning ***


 


1.                                       ***


 


2.                                       ***


 


3.                                       ***


 


4.                                       Buyer’s Obligation.


 


Buyer will provide all
recurring data for elements mutually agreed upon and provide other support
reasonably requested by Boeing, in a timely manner.


 


6.                                       Assignment.


 


This Letter Agreement is provided as a financial
accommodation to Customer in consideration of Customer’s becoming the operator
of the Aircraft, and cannot be assigned, in whole or in part, without the prior
written consent of The Boeing Company.


 


7.                                       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


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest
Airlines, Inc.


6-1162-SKC-1042


Page 2


 


information
contained herein as confidential and, except as otherwise required by law, will
not, without the prior written consent of Boeing, disclose this Letter
Agreement or any information contained herein to any other person or entity.


 


	
  Very truly
  yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
               Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
          May 5,
  2005

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
       President &
  CEO

  	
   

  
							



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1043


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


	
  Subject:

  	
   

  	
  ***

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  a)

  	
   

  	
  Purchase Agreement No. 2924 (the Purchase
  Agreement) between The Boeing Company (Boeing) and Northwest
  Airlines, Inc. (Customer) relating to Model 787 aircraft (the
  Aircraft)

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  b)

  	
   

  	
  Customer Services General Terms Agreement
  No. 51-1 (CSGTA) between Boeing and Customer

  



 


This letter agreement
(Letter Agreement) is entered into on the date below, and amends and
supplements the Purchase Agreement.  All
capitalized terms used but not defined in this Letter Agreement have the same
meaning as in the CSGTA, except for “Aircraft” which will have the meaning as
defined in the Purchase Agreement.  In
consideration of Customer’s purchase of the Aircraft, and for so long as
Customer continues to operate the Aircraft, ***


 


Boeing
and Customer agree to the structure and significant concepts described in this
Letter Agreement and will negotiate in good faith subsequent to a definitive
787 purchase agreement, *** program in support of Customer’s fleet of Boeing
aircraft other than the Aircraft.


 


1.                                       ***


 


2.                                       ***


 


3.                                       ***


 


4.                                       ***


 


5.                                       ***


 


6.                                       ***


 


7.                                       ***


 


8.                                       ***


 


9.                                       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, except as
otherwise required by law, will not, without the prior written consent of
Boeing, disclose this Letter Agreement or any information contained herein to
any other person or entity.


 


Very truly yours,


 


THE BOEING COMPANY


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1043


Page 2


 


	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
        Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
    May 5, 2005

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
       President &
  CEO

  	
   

  
					



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1057


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


	
  Subject:

  	
   

  	
  Miscellaneous
  Matters

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787
  aircraft (the Aircraft)

  



 


This letter agreement
(Letter Agreement) is entered into on the date below, and amends and
supplements the Purchase Agreement.  All
terms used but not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.


 


1.                                       ***


 


2.                                       ***


 


3.                                       ***


 


4.                                       ***


 


5.                                       ***


 


6.                                       ***


 


7.                                       Confidential
Treatment.


 


Buyer
understands that certain commercial and financial information contained in this
Letter Agreement and attachments hereto are considered by Boeing as
confidential.  Buyer agrees that it will
treat this Letter Agreement and the information contained herein as
confidential and, except as otherwise required by law, 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,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
               Attorney-In-Fact

  	
   

  
					



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1057


Page 2


 


	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
          May 5,
  2005

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
       President &
  CEO

  	
   

  
				



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1058


 


Northwest Airlines, Inc.


5101 Northwest Drive


St. Paul, Minnesota 55111


 


	
  Subject:

  	
   

  	
  787 Special
  Entry-into-Service Customer Support Package

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787
  aircraft (the Aircraft)

  



 


This letter agreement
(Letter Agreement) is entered into on the date below, and amends and
supplements the Purchase Agreement.  All
terms used but not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.


 


In recognition of Buyer’s
status as a launch customer of the Aircraft, and the desire of Boeing and Buyer
for the Aircraft to successfully enter into service, Boeing agrees to provide
incremental entry-into-service support, described in Paragraph 1, which is
separate and in addition to the three (3) person introductory Field
Service support already committed in Exhibit C, Part B (EIS Package).


 


The additional support
described in this Letter Agreement will be provided for a period of one year
following the delivery of the first Aircraft, except as noted in Paragraphs 1.2
and 1.3.


 


1.             EIS
Package Content


 


1.1           Boeing
and its suppliers are preparing for and are committed to a smooth entry into
service for the 787 aircraft.  In order
to facilitate a timely and appropriate response to significant emerging Boeing
and/or supplier issues or problems, identified by Buyer’s senior management,
Boeing will provide, at no charge, a 787 Program senior manager, located in
Seattle, who is responsible, for the Buyer’s EIS support.  This manager will contact the appropriate
organization and level of management, within Boeing or the supplier,
responsible to resolve the issue or problem and will track its status through
its resolution.  Boeing’s intent is to
respond within twenty-four (24) hours, quickly resolve problems and process


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1058


Page 2


 


any associated spare parts with the same priority as an AOG.  Emergent hardware issues will be worked even
if MTBUR targets are met.


 


1.2           Boeing
will provide, at no charge, a team of up to three (3) Boeing specialists
who will be located on the Buyer’s site in Minneapolis, Minnesota for a minimum
period of 90 days.  The period of time
that these engineers remain on-site may be extended in 30-day increments if
required by Buyer, up to a reasonable maximum period of time sufficient to
ensure the Aircraft has a successful entry into service.  The Boeing specialist’s area of expertise
shall be mutually agreed upon by Buyer and Boeing.


 


1.3           Boeing
will work with its suppliers to have, at no charge to Buyer, a team of up to
three (3) supplier specialists on the Buyer’s site in Minneapolis,
Minnesota for a minimum period of 90 days.  The period of time that these specialists
remain on-site may be extended in 30-day increments if required by Buyer, up to
a reasonable maximum period of time sufficient to ensure the Aircraft has a
successful entry into service. The supplier specialist’s area of expertise
shall be mutually agreed upon by Buyer and Boeing.


 


1.4           Boeing
will implement and manage a special AOG process with suppliers to prioritize
engineering resources and deliver spare parts that are critical to the
successful introduction of the Aircraft into service. This objective will be
achieved through provisioning planning with suppliers, the creation of an AOG
problem management process, the daily engagement of the onsite Boeing and
Supplier teams, and the intervention and leadership of the 787 Program senior
manager responsible for Buyer’s EIS Package.


 


2.             Assignment.


 


Accommodations
contained in this Letter Agreement are in response to Buyer’s specific request
and made in consideration of Buyer becoming the operator of the Aircraft and
cannot be assigned, in whole or in part, without the prior written consent of
Boeing.


 


3.             Confidential
Treatment.


 


Buyer
understands that certain commercial and financial information contained in this
Letter Agreement is considered by Boeing as confidential.  Buyer agrees that it will treat this Letter
Agreement and the information contained herein as confidential and,


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1058


Page 3


 


except as otherwise
required by law, will not, without the prior written consent of Boeing,
disclose this Letter Agreement or any information contained herein to any other
person or entity.


 


	
  Very truly
  yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
             ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
         Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
  Date:

  	
          May 5,
  2005

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
       President &
  CEO

  	
   

  
							



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1065


 


Northwest Airlines


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


	
  Subject:

  	
   

  	
  Aircraft Model
  Substitution

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines (Buyer) relating to Model 787 aircraft
  (the Aircraft)

  



 


This letter agreement
(Letter Agreement) is entered into on the date below, and amends and
supplements the Purchase Agreement. All terms used but not defined in this
Letter Agreement have the same meaning as in the Purchase Agreement.


 


1.             Buyer’s
Substitution Rights and Conditions.


 


Boeing
provides Buyer with the right to substitute the purchase of Boeing model 787-9
aircraft (Substitute Aircraft) in place of the Aircraft, subject to the terms
and conditions below:


 


***


 


1.2           For configurations not previously certified
for other Substitute Aircraft, Buyer must provide written notice of its
intention to substitute the purchase of an Aircraft with the purchase of a
Substitute Aircraft, and define the configuration of the model 787-9 aircraft
(including engines), no later than the first day of the month *** prior to
delivery of the Substitute Aircraft.


 


1.3           For
Substitute Aircraft configurations that have been previously certified Buyer
shall provide written notice of its intention to substitute the purchase of an
Aircraft with the purchase of a Substitute Aircraft no later than the first day
of the month *** prior to the scheduled month of delivery of the Aircraft for
which it will be substituted.


 


2.             Boeing’s
Production Capability.


 


***


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines


6-1162-SKC-1065


Page 2


 


Boeing will tentatively
quote delivery positions for Substitute Aircraft to allow Buyer to secure
quotes from Seller Purchased Equipment vendors or Buyer Furnished Equipment
vendors, and for Boeing to secure quotes from Seller Furnished Equipment
vendors which supports the required on-dock dates.  *** Boeing is unable to manufacture the
Substitute Aircraft in the scheduled delivery month of the Aircraft for which
it will be substituted, then Boeing shall promptly make a written offer of an
alternate delivery month which shall be the first month following such
scheduled delivery month in which Boeing possesses such production capability
for Buyer’s consideration and written acceptance within thirty (30) days of
such offer.


 


***


 


3.             Definitive
Agreement.


 


Buyer’s
substitution right and Boeing’s obligation in this Letter Agreement are further
conditioned upon Buyer’s and Boeing’s executing a Supplemental Agreement to the
Purchase Agreement reflecting the substitution of the Substitute Aircraft.


 


4.             Price
and Advance Payments.


 


The
Airframe Base Price for the Substitute Aircraft is *** 2004$ subject to
escalation, calculated using the method described in Exhibit D (2004$
STE). The Optional Features prices and Seller Purchaser Equipment (SPE)
estimate will be adjusted to reflect the current Aircraft configuration at the
time Buyer exercises it substitution right. The Engine Price will be adjusted
to the engine manufacturer’s then-current prices as of the date of execution of
the Supplemental Agreement for the Substitute Aircraft.  The escalation indices and methodology used
to estimate the Advance Payment Base Prices will be adjusted to Boeing’s and
the engine manufacturer’s then-current provisions for such elements as of the
date of execution of the Supplemental Agreement for the Substitute Aircraft.


 


If the Advance Payment
Base Price for any Substitute Aircraft is higher than that of the Aircraft,
Buyer shall promptly pay to Boeing the amount of the difference as of the date
of execution of the Supplemental Agreement for the Substitute Aircraft.


 


***


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines


6-1162-SKC-1065


Page 3


 


5.             Substitute
Aircraft to Aircraft.


 


Upon
fulfillment of the terms and conditions of Paragraphs 1 through 4 of this
Letter Agreement, the Substitute Aircraft shall be deemed an Aircraft for
purposes of this Purchase Agreement.


 


7.             Confidential
Treatment.


 


Buyer
understands that certain commercial and financial information contained in this
Letter Agreement are considered by Boeing as confidential. Buyer agrees that it
will treat this Letter Agreement and the information contained herein as
confidential and will not, without the prior written consent of Boeing,
disclose this Letter Agreement or any information contained herein to any other
person or entity, except as required by law.


 


	
  Very truly
  yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
               Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
          May 5,
  2005

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST
  AIRLINES

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
       President &
  CEO

  	
   

  
							



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1087


 


Northwest
Airlines, Inc.


2700
Lone Oak Parkway


Eagan,
Minnesota 55121


 


	
  Subject:

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase Agreement No. 2924 (the Purchase Agreement) between The
  Boeing Company (Boeing) and Northwest Airlines, Inc. (Buyer) relating to
  Model 787 aircraft (the Aircraft)

  



 


This
letter agreement (Letter Agreement) is entered into on the date below, and
amends and supplements the Purchase Agreement. 
All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.


 


1.                                       ***


 


2.                                       ***


 


3.                                       ***


 


4.                                       ***


 


5.                                       ***


 


6.                                       ***


 


7.                                       ***


 


8.                                       The terms and conditions described in this
Letter Agreement are provided as a special accommodation to Buyer in
consideration of Buyer becoming the operator of the Aircraft, and cannot be
assigned, in whole or in part, without the prior written consent of Boeing.


 


9.                                       Buyer understands that certain commercial and
financial information, described in this Letter Agreement, is considered by
Boeing as confidential.  Buyer agrees
that it will treat this Letter Agreement and the information contained herein
as confidential and, except as otherwise required by law, will not, without the
prior written consent of Boeing, disclose this Letter Agreement or any
information contained herein to any other person or entity.


 


	
  Very truly
  yours,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
               Attorney-In-Fact

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED AND
  AGREED TO THIS

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
          May 5,
  2005

  	
   

  
						



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest
Airlines, Inc.


6-1162-SKC-1087


Page 2


 


	
  NORTHWEST AIRLINES, INC.

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
       President &
  CEO

  	
   

  



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1150


 


Northwest
Airlines, Inc.


2700
Lone Oak Parkway


Eagan,
Minnesota 55121


 


	
  Subject:

  	
   

  	
  787 Training

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase Agreement No. 2924 (the Purchase Agreement) between The
  Boeing Company (Boeing) and Northwest Airlines, Inc. (Buyer) relating to
  Model 787 aircraft (the Aircraft)

  



 


This
letter agreement (Letter Agreement) is entered into on the date below, and
amends and supplements the Purchase Agreement. 
All terms used but not defined in this Letter Agreement have the same
meaning as in the Purchase Agreement.


 


1.                                       ***


 


2.                                       ***


 


3.                                       ***


 


4.                                       ***


 


5.                                       ***


 


6.                                       ***


 


7.                                       ***


 


8.                                       ***


 


9.                                       ***


 


10.                                 ***


 


11.                                 Confidential Treatment.


 


Buyer understands that certain commercial and
financial information contained in this Letter Agreement and attachments hereto
are considered by Boeing as confidential. 
Buyer agrees that it will treat this Letter Agreement and the
information contained herein as confidential and, except as otherwise required
by law, 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,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
               Attorney-In-Fact

  	
   

  
					



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest
Airlines, Inc.


6-1162-SKC-1150


Page 2


 


	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
          May 5,
  2005

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
       President &
  CEO

  	
   

  
				



 


***


 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


6-1162-SKC-1151


 


Northwest Airlines, Inc.


2700 Lone Oak Parkway


Eagan, Minnesota 55121


 


	
  Subject:

  	
   

  	
  ***

  
	
   

  	
   

  	
   

  
	
  Reference:

  	
   

  	
  Purchase
  Agreement No. 2924 (the Purchase Agreement) between The Boeing Company
  (Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787
  aircraft (the Aircraft)

  



 


This letter agreement
(Letter Agreement) is entered into on the date below, and amends and
supplements the Purchase Agreement.  All
terms used but not defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.


 


***


2.             Confidential
Treatment.


 


Buyer
understands that certain commercial and financial information contained in this
Letter Agreement and attachments hereto are considered by Boeing as
confidential.  Buyer agrees that it will
treat this Letter Agreement and the information contained herein as
confidential and, except as otherwise required by law, 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,

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BOEING
  COMPANY

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
        ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
               Attorney-In-Fact

  	
   

  
					



 


 


P.A. No. 2924


 


BOEING PROPRIETARY


 





















 


Northwest Airlines, Inc.


6-1162-SKC-1150


Page 2


 


 


	
  ACCEPTED AND
  AGREED TO this

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
          May 5,
  2005

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  NORTHWEST AIRLINES, INC

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  By

  	
          ***

  	
   

  
	
   

  	
   

  	
   

  
	
  Its

  	
         President &
  CEO

  	
   

  
				



 


 


P.A. No. 2924


 


BOEING PROPRIETARY