**Exhibit10.1**

 

*****Indicates CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THESECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIALTREATMENT.**

 

PURCHASE AGREEMENT

 

between

 

**THE BOEINGCOMPANY**

 

 

and

 

 

**NORTHWESTAIRLINES, INC.**

 

 

 

Relating to Boeing Model 787-8Aircraft

 

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

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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

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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

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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

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# **PURCHASEAGREEMENT NO. 2924**

#  

 

Relating to

 

 

# **BOEINGMODEL 787 AIRCRAFT**

 

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

 

Accordingly, Boeing and Buyer agree as follows:

 
| P.A. 2924              |   | Page 1 |
|------------------------|--------|--------|
| **BOEING PROPRIETARY** |

 

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ARTICLE 1.           SubjectMatter of Sale.

 

1.1                                 The Aircraft.  Boeing will manufacture and deliver to Buyerand Buyer will purchase and accept delivery from Boeing of 787 model aircraftin 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 (DetailSpecification).

 

1.2                                 Additional Goodsand Services.  In connection with thesale of the Aircraft, Boeing will also provide to Buyer certain other thingsunder this Purchase Agreement, including data, documents, training andservices, all as described in this Purchase Agreement.

 

1.3                                 PerformanceGuarantees.  Any performance andother guarantees applicable to the Aircraft will be expressly included in thisPurchase Agreement.

 

ARTICLE 2.           Delivery,Title and Risk of Loss.

 

2.1                                 Time of Delivery.  The Aircraft will be delivered to Buyer byBoeing, and Buyer will accept delivery of the Aircraft, in accordance with the schedule setforth in Table 1.

 

2.2                                 Notice of TargetDelivery Date.  Boeing will giveBuyer notice of the target delivery week of the Aircraft approximately 60 daysprior to the scheduled month of delivery.

 

2.3                                 Notice of DeliveryDate.  Boeing will give Buyer atleast 14 days notice of the delivery date of the Aircraft.  If an Aircraft delivery is delayed beyondsuch delivery date due to the responsibility of Buyer, Buyer will reimburseBoeing for all reasonable costs incurred by Boeing as a result of such delay,including reasonable amounts for storage, insurance, Taxes, preservation orprotection of the Aircraft and interest on payments due (at the same rate asapplied to advance payment deferrals described elsewhere herein).

 

2.4                                 Place of Delivery.  The Aircraft will be delivered at a facilityselected by Boeing in the State of Washington, unless mutually agreedotherwise.

 

2.5                                 Title and Risk ofLoss.  Title to and risk of loss ofan Aircraft will pass from Boeing to Buyer upon delivery of such Aircraft, butnot prior thereto.

 

2.6                                 Bill of Sale.  Upon delivery of an Aircraft Boeing willdeliver to Buyer a bill of sale conveying good title to such Aircraft, free ofany liens, claims, charges, and encumbrances except for Buyer FurnishedEquipment and except for certain commercial software which is subject to enduser license agreements (EULA Software), and such other appropriate documentsof title as Buyer may reasonably require.

 
| P.A. 2924               |   | Page 2 |
|-------------------------|--------|--------|
| **BOEING  PROPRIETARY** |

 

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ARTICLE 3.           Priceof Aircraft.

 

3.1                                 Definitions.

 

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

 

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

 

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

 

3.1.4                        Aircraft Basic Price iscomprised of the Airframe Price, the Engine Price and the price of the OptionalFeatures.

 

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

 

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

 

3.2                                 Aircraft BasicPrice.

 

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

 

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

 

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

 

3.3.2                        the Economic Price Adjustmentsfor the Aircraft Basic Price, as calculated pursuant to the formulas set forthin Exhibit D (Price Adjustment Due to Economic Fluctuations - Airframe andEngine); plus

 

3.3.3                        other price adjustments madepursuant to this Purchase Agreement or other written agreements executed byBoeing and Buyer.

 
| P.A. 2924               |   | Page 3 |
|-------------------------|--------|--------|
| **BOEING  PROPRIETARY** |

 

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3.4                                 Advance PaymentBase Price.

 

For advance payment purposes, the estimateddelivery prices of the Aircraft have been established, using currentlyavailable forecasts of the escalation factors used by Boeing as of the date ofsigning this Purchase Agreement.  TheAdvance 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 Buyerwill pay all taxes imposed lawfully by any domestic or foreign taxing authorityarising out of or in connection with the performance of this PurchaseAgreement; provided, however, Buyer shall not be responsible for any Taxeswhich are incurred as a result of Boeing’s gross negligence or willfulmisconduct.  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 BuyerFurnished Equipment.  Buyer isresponsible for the proper filing of all applicable tax returns, reports anddeclarations and payment of all taxes related to or imposed on Buyer FurnishedEquipment.

 

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

 

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

 

4.5                       Tax Minimization.  Boeing and Buyer agree to cooperate inclosing the sale of any aircraft or other thing furnished under this PurchaseAgreement in a jurisdiction that will render the purchase and sale transactionfree of all Taxes whatsoever to the Buyer or additional taxes to Boeing.  Therefore, closing with funds and documentsheld in escrow may be a requirement of the Buyer until the property ispositioned, at Buyer’s expense, in a tax exempt location.  Boeing and Buyer further agree that eachshall provide to the other such documents and certificates as they mayreasonably request in connection with any claims for exemption from the paymentof Taxes.

 

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

 
| P.A. 2924               |   | Page 4 |
|-------------------------|--------|--------|
| **BOEING  PROPRIETARY** |

 

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Northwest Airlines, Inc.Dept. A44505101 Northwest DriveSt. Paul, Minnesota 55111-3034Attention: Senior Tax Counsel

 

If under the applicable law of the taxing jurisdiction Buyer is allowedto contest directly such tax in its own name, then Buyer shall be entitled, atits 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 contestsuch tax in its own name, upon Buyer’s request, Boeing shall in good faith andusing 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 informationand documents reasonably requested by Buyer as are necessary or advisable forBuyer to:  (i) recover or seekrefund of any sales or use tax paid by Buyer as a result of this PurchaseAgreement, or (ii) control or participate in any proceeding to the extentpermitted herein, and (b) reasonably assist Buyer with evidentiary andprocedural development of any such proceeding or contest.

 

ARTICLE 5.           Payment.

 

5.1                       Advance Payment Schedule.  Advance payment for each Aircraft will bemade 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** |

 

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

 

5.3                                 Form ofPayments.  All payments due hereunderwill be made by unconditional deposit in a bank account in the United Statesdesignated by the party to whom payment is to be made or in other immediatelyavailable funds.  All prices and paymentsset forth in this Purchase Agreement are in United States Dollars.

 

5.4                                 Monetary andGovernment Regulations.  As may berequired, Buyer will be responsible for complying with all monetary controlregulations and for obtaining necessary governmental authorizations related topayments hereunder.

 

ARTICLE 6.           ExcusableDelay.

 

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

 

6.2                                 Excusable Delay of12 Months.

 

6.2.1                        Anticipated Delay.  If Boeing concludes, based on its appraisalof 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 inwhich delivery is scheduled, Boeing will promptly so notify Buyer in writingand either party may then terminate this Purchase Agreement with respect tosuch Aircraft by giving written notice to the other within 30 days afterreceipt by Buyer of Boeing’s notice.  Failureof a party to terminate the purchase of an

 
| P.A. 2924               |   | Page 6 |
|-------------------------|--------|--------|
| **BOEING  PROPRIETARY** |

 

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

 

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

 

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

 

6.4                                 Purchase AgreementTermination.

 

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

 

6.4.2                        If either party terminates thisPurchase Agreement as to any Aircraft pursuant to this Article, Boeing may,upon written notice to Buyer within 30 days after such termination, purchasefrom Buyer any Buyer Furnished Equipment related to such Aircraft, at theinvoice prices paid, or contracted to be paid, by Buyer, plus reasonable taxesand transportation charges paid, or contracted to be paid by Buyer.

 

6.5                                 Effect onEscalation.  Notwithstanding theoccurrence of an Excusable Delay, the Aircraft Price will not be adjustedpursuant to paragraph 3.3.2 for any period beyond the original scheduleddelivery month of the related Aircraft.

 
| P.A. 2924               |   | Page 7 |
|-------------------------|--------|--------|
| **BOEING  PROPRIETARY** |

 

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

 

ARTICLE 7.           Changesto the Detail Specification.

 

7.1                                 Development Changes.  Boeing may, at its own expense and withoutBuyer’s consent, incorporate Development Changes in the Detail Specificationand the Aircraft prior to delivery to Buyer. Development Changes are defined as changes to the Aircraft necessary tocorrect defects, improve the Aircraft, prevent delay, or ensure compliance withthis Purchase Agreement that do not affect the Aircraft Price or scheduleddelivery month, and do not adversely affect guaranteed weight, guaranteedperformance or compliance with the interchangeability or replaceabilityrequirements set forth in the Detail Specification.  If Boeing makes changes pursuant to thisparagraph, Boeing will promptly notify Buyer of such changes.

 

7.2                                 Change Orders.  The Detail Specification and associatedprovisions of this Purchase Agreement may be amended by change order or otherwritten agreement, which will state the particular changes to be made and anyeffect on design, performance, weight, balance, time of delivery, AircraftBasic Price and Advance Payment Base Price.

 

ARTICLE 8.           FederalAviation Requirements and Certificates.

 

8.1                                 FAA Certificates.

 

8.1.1                        Boeing will obtain from theFederal Aviation Administration (FAA):

 

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

 

8.1.1.2               a StandardAirworthiness Certificate for each Aircraft issued pursuant to Part 21 ofthe Federal Aviation Regulations, which will be provided to Buyer with deliveryof the Aircraft.

 

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

 

8.1.3                        If the use of either FAAcertificate is discontinued prior to delivery of an Aircraft, references inthis Purchase Agreement to such discontinued certificate will be deemedreferences to its superseding FAA certificate. If the FAA does not issue a superseding certificate, Boeing’s onlyobligation under this paragraph will be to comply with the Detail Specificationand the performance guarantees applicable to the Aircraft.

 
| P.A. 2924               |   | Page 8 |
|-------------------------|--------|--------|
| **BOEING  PROPRIETARY** |

 

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8.2                                 FAA ManufacturerChanges.

 

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

 

8.2.2                        Boeing will bear the cost ofincorporating all Manufacturer Changes into the Aircraft resulting fromrequirements issued by the FAA prior to the date of the type certificate forthe 787 model aircraft.

 

8.3                                 FAA OperatorChanges.

 

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

 

8.3.2                        If Operator Changes areincorporated in an Aircraft, Buyer will pay Boeing’s charges applicable to suchAircraft.

 

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

 

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

 

9.1                                 Inspection by Buyer.  Eight (8) months prior to implementationof Customer’s first Aircraft, Boeing will provide Customer an alternativeBoeing document defining a customer inspection process appropriate to the 787manufacturing process (787 Inspection Process). The 787 Inspection Process will supersede Boeing Process Instruction2490, dated October 28, 2003, “Customer Review Process,” utilized on Buyer’sprevious purchased aircraft.

 

9.2                                 Aircraft Flight.  Prior to delivery, each Aircraft will beflown by Boeing for such periods as may be required to demonstrate to Buyer thefunction of the Aircraft and its equipment in accordance with Boeing’s productionflight test procedures.  The aggregateduration of such flights will be not less than one and one-half (1-1/2) hoursor more than four (4) hours.  Five (5) personsdesignated by Buyer may participate in such flights as observers.

 
| P.A. 2924               |   | Page 9 |
|-------------------------|--------|--------|
| **BOEING  PROPRIETARY** |

 

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

 

9.4                                 Special AircraftTest Requirements.  Boeing may usethe Aircraft for flight and ground tests prior to delivery to Buyer, withoutreduction in the Aircraft Price, if such tests are deemed necessary by Boeingto:

 

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

 

9.4.2                        evaluateaircraft improvement changes that may be offered for production or retrofitincorporation in any aircraft.  All suchflight or ground testing shall not exceed in the aggregate either twenty (20)flight hours or ten (10) flight cycles per any single Aircraft withoutBuyer’s prior agreement.  Aircraft usedfor such flight or ground testing will have the same warranty terms andconditions at the time of delivery as Aircraft not utilized for flight orground testing, and each such Aircraft shall be deemed not to have incurred anysuch testing flight hours or flight cycles for purposes of such terms andconditions.

 

9.5                                 Indemnity.  Boeing will indemnify and hold harmless Buyerand Buyer’s observers from and against all claims and liabilities, includingcosts and expenses (including attorneys’ fees) incident thereto or incident tosuccessfully establishing the right to indemnification, for injury to or deathof any person or persons, including employees of Boeing but excludingemployees, officers or agents of Buyer, or for loss of or damage to anyproperty, arising out of or in connection with the operation of the Aircraftduring all demonstration and test flights conducted under the provisions ofthis Article, whether or not arising in tort or occasioned in whole or in partby the negligence of Buyer or any of Buyer’s observers, whether active, passiveor imputed.

 

ARTICLE 10.         Assignment,Resale or Lease.

 

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

 

10.1.1                  Provided that all EULA Software istransferred, either party may assign its interest to a corporation that (i) resultsfrom any merger, reorganization, or acquisition of such party or (ii) acquiressubstantially all the assets of such party;

 
| P.A. 2924               |   | Page 10 |
|-------------------------|--------|---------|
| **BOEING  PROPRIETARY** |

 

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10.1.2                  Boeing may assign its rights toreceive money; and

 

10.1.3                  Boeing may assign all or any part ofits rights and obligations under this Purchase Agreement to any wholly ownedsubsidiary of Boeing, provided that Boeing will remain fully and solelyresponsible to Buyer for all obligations and liabilities as the seller of theAircraft, and Buyer will continue to deal exclusively with Boeing.

 

10.2                           Transfer by Buyer atDelivery.  Buyer may, and at Buyer’srequest Boeing will, take any action reasonably required for the purpose ofcausing an Aircraft, at time of delivery, to be subjected to an equipmenttrust, conditional sale, lien or other arrangement for the financing by Buyerof such Aircraft.  No action taken byeither party pursuant to this paragraph, however, will require Boeing to divestitself of title to or possession of such Aircraft until delivery and paymenttherefor pursuant to this Purchase Agreement.

 

10.3                           Sale or Lease by BuyerAfter Delivery.  If, followingdelivery of any Aircraft, Buyer sells or leases such Aircraft (including anysale and lease-back for financing purposes), then, at Buyer’s election, all ofBuyer’s rights with respect to such Aircraft under this Purchase Agreement willinure to the benefit of the purchaser or lessee effective upon Boeing’s receiptof such purchaser’s or lessee’s express written agreement, in form satisfactoryto Boeing, to be bound by and to comply with all applicable terms, conditionsand limitations of this Purchase Agreement, as applicable to such Aircraft.

 

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

 

10.5                           Exculpatory or IndemnityClause in Post-Delivery Sale or Lease. If, following delivery of an Aircraft, Buyer sells or leases such Aircraftand obtains from the transferee an exculpatory or indemnity clause protectingBuyer, Buyer will make reasonable efforts to request the same protection forBoeing.

 

ARTICLE 11.         Terminationfor Certain Events.

 

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

 

11.1.1                  Ceases doing business as a goingconcern, suspends all or substantially all its business operations (other thanin connection with a strike or other labor action), makes an assignment for thebenefit of creditors, is insolvent, or generally does not pay its debts, oradmits in writing its inability to pay its debts; or

 
| P.A. 2924               |   | Page 11 |
|-------------------------|--------|---------|
| **BOEING  PROPRIETARY** |

 

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11.1.2                  Petitions for or acquiesces in theappointment of any receiver, trustee or similar officer to liquidate orconserve its business or any substantial part of its assets; commences anylegal proceeding such as insolvency, bankruptcy, reorganization, readjustmentof debt, dissolution or liquidation available for the relief of financiallydistressed debtors; or becomes the object of any such proceeding, unless suchproceeding is dismissed or stayed within 60 days.

 

11.2                           Repayment of AdvancePayments.  If this Purchase Agreementis terminated with regard to any Aircraft by Buyer under this Article, Boeingwill repay to Buyer, without interest, any advance payments received by Boeingfrom Buyer with respect to such Aircraft.

 

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

 

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

 

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

 

(A)                              ANY IMPLIED WARRANTY OFMERCHANTABILITY OR FITNESS;

 

(B)                                ANYIMPLIED WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGEOF TRADE;

 

(C)                                ANYOBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISINGFROM THE NEGLIGENCE OF BOEING (WHETHER ACTIVE, PASSIVE OR IMPUTED); AND

 

(D)                               ANYOBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO ANYAIRCRAFT.

 
| P.A. 2924               |   | Page 12 |
|-------------------------|--------|---------|
| **BOEING  PROPRIETARY** |

 

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

 

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

 

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

 

12.6                           Customer Support andIndemnification; Insurance.  Boeingand Buyer are bound by the provisions of Exhibit C hereto (CustomerSupport Document), which includes indemnification and insurance requirementsrelated to the use of Customer Support Services.

 

ARTICLE 13.         BuyerFurnished Equipment and Spare Parts.

 

13.1                           Buyer Furnished Equipment.  Boeing and Buyer are bound by the provisionsof Exhibit E (Buyer Furnished Equipment Document), which includesindemnification requirements related to Buyer Furnished Equipment.

 

13.2                           Purchase of Boeing SpareParts.  Boeing will sell to Buyer andBuyer will purchase from Boeing materials, spare parts, assemblies, tools anditems of equipment relating to the Aircraft pursuant to Customer ServicesGeneral Terms Agreement No. 51-1.

 

ARTICLE 14.         ContractualNotices and Requests.

 

All notices and requests relating to thisPurchase Agreement will be in English, will be effective on the date ofreceipt, and may be transmitted by any customary means of written communicationaddressed as follows:

 

Buyer:                                     NorthwestAirlines, Inc.2700 Lone Oak ParkwayEagan, Minnesota – 55121

 

ATTENTION:                                             Treasurer

 
| P.A. 2924               |   | Page 13 |
|-------------------------|--------|---------|
| **BOEING  PROPRIETARY** |

 

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Telephone: (612) 726-2274Facsimile:  (612) 726-2221

 

Boeing:                               BoeingCommercial Airplanes           (U.S.Mail)P.O. Box 3707Seattle, Washington 98124-2207U.S.A.

 

Attention:                 Vice President -ContractsMail Code 21-34

 

Boeing Commercial Airplanes (Courier)

1901 OakesdaleAvenue S. W.

Renton,Washington – 98055-1222

 

Attention:                 Vice President -ContractsMail Code 21-34

 

Telephone:            (206) 766-2400

Facsimile:                    (425) 237-1706

 

or to such other address as specified elsewhere herein or as otherwisedirected in writing by either party.  Theeffective date of any such notice or request will be the date on which it isreceived by the addressee.

 

ARTICLE 15.         Miscellaneous.

 

15.1                           Government Approval.  Boeing and Buyer will use their bestreasonable efforts to assist each other in obtaining any United StatesGovernmental agency consents or approvals necessary or appropriate to effectcertification and sale of the Aircraft under this Purchase Agreement.

 

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

 

15.3                           Entire Agreement;Amendments.  This Purchase Agreementcontains the entire agreement between the parties concerning the subject matterhereof and supersedes all previous proposals, understandings, commitments orrepresentations whatsoever, oral or written. This Purchase Agreement may be changed only in writing signed byauthorized representatives of Boeing and Buyer, except in the case of certainchanges permitted or required by this Purchase Agreement.

 
| P.A. 2924               |   | Page 14 |
|-------------------------|--------|---------|
| **BOEING  PROPRIETARY** |

 

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**15.4****                        GOVERNINGLAW.  THIS PURCHASE AGREEMENT WILL BEGOVERNED BY THE LAW OF THE STATE OF WASHINGTON, U.S.A., EXCLUSIVE OF WASHINGTON’SCONFLICTS OF LAWS RULES.**

 

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

 
| P.A. 2924               |   | Page 15 |
|-------------------------|--------|---------|
| **BOEING  PROPRIETARY** |

 

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

 

 
| **NORTHWEST AIRLINES, INC.** | **THE BOEING COMPANY** |
|------------------------------|------------------------|
| ** **                   | ** **             |
| ** **                   | ** **             |
| By                           | ***                    | ** ** | By | *** | ** ** |
| ** **                   | ** **             | ** ** | ** ** | ** ** | ** ** |
| ** **                   | ** **             | ** ** | ** ** |
| Its                          | ** **             | ** ** | Its | Attorney-in-Fact | ** ** |

 
| P.A. 2924               |   | Page 16 |
|-------------------------|--------|---------|
| **BOEING  PROPRIETARY** |

 

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### **AIRCRAFTCONFIGURATION**

 

 

between

 

 

### **THE BOEING COMPANY**

 

 

and

 

 

### **NORTHWEST AIRLINES**

 

 

Exhibit A to PurchaseAgreement Number 2924

 
| P.A. 2924              |   |   |
|------------------------|--------|--------|
| **BOEING PROPRIETARY** |

 

----

 

Exhibit A toPurchase Agreement No. 2924Northwest Airlines, Inc.

 

AIRCRAFT CONFIGURATION

 

 

relatingto

 

 

BOEING MODEL 787-8 AIRCRAFT

 

 

The Airframe Price in Table 1 was established utilizing the 7E7Airplane 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.  Thecontent of this Exhibit A will be defined pursuant to the provisions ofLetter Agreement 6-1162-SKC-984, Open Configuration Matters, to the PurchaseAgreement.

 
| P.A. 2924               |   | A-2 |
|-------------------------|--------|-----|
| **BOEING  PROPRIETARY** |

 

----

 

## **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**

 
| P.A.  No.  2924 | B   |   |
|---------------------------|-----|--------|
| K/NWA                     | B-1 |   |

 

----

 

This ProductAssurance 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 AssuranceDocument 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                         |

 

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | B-2    |   |

 

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PART A

 

BOEING WARRANTY

 

1.                                       Warranties.

 

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

 

(a)                                  conform to the Detail Specification, as it may bechanged pursuant to this Agreement, except such portions of the Detail Specificationas are stated to be estimates, approximations, design objectives, designcriteria 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 theselection by Boeing of materials, including process of manufacture, in view ofthe state-of-the-art at the time of design.

 

For purposes ofthis warranty, it is understood that (i) non-conformance with the DetailSpecification, (ii) defects in material or workmanship and (iii) defectsin 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 setforth in paragraph 1(a) above shall not apply to Buyer FurnishedEquipment.  The warranties set forth inparagraphs 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 anyitem purchased by Boeing that was not manufactured to Boeing’s detailed design,except that any defect in the Boeing workmanship incorporated in theinstallation of such items in the Aircraft, including any failure by Boeing toconform to the installation instructions of the manufacturers of such itemsthat invalidates any applicable warranty from such manufacturers, shallconstitute a defect in workmanship for the purposes of this Part A and becovered by the warranty set forth in paragraph 1(b) above.

 
| P.A.  No.  2924 | B   |   |
|---------------------------|-----|--------|
| K/NWA                     | B-3 |   |

 

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3.                                       Survival of Warranties.

 

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

 

4.                                       Warranty and Notice Periods.

 

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

 

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

 

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

 

4.1  Notice – Receipt of Buyer’s notice of discovery of adefect secures Buyer’s rights to remedies under the Product Assurance Documentwhether or not Buyer has corrected the defect at the time of notice or Boeingrequests additional information regarding the defect or claim.

 

5.                                       Return and Proof.

 

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

 

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

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | B-4    |   |

 

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Aircraft or items in accordance with theprovisions of Part B (Warranty Repairs and Modifications by Buyer) of thisProduct Assurance Document, or (ii) Buyer elects to scrap non-repairabledefective items at Buyer’s facility in accordance with paragraph 8 of thisPart A, and

 

(b)                                 the submission by Buyer to Boeing’s WarrantyRegional Manager of reasonable proof that the claimed defect is due to a matterembraced within the warranty set forth in paragraph 1(a), 1(b) or 1(c) andthat such defect did not result from any act or omission of Buyer, includingbut not limited to any failure to operate and maintain the Aircraft or iteminvolved in accordance with applicable governmental regulations and Boeing’sapplicable written instructions.

 

6.                                       Remedies.

 

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

 

(a)                                  As to a defect in conformance to the DetailSpecification,

 

(i)                                     to the correction of such defect in the item inwhich the defect appears; provided, however, Boeing shall not be obligated orliable hereunder to correct any defect that Boeing and Buyer mutually agree inwriting are a) acceptable deviations or b) which have no material adverseeffect 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 Specificationin such item provided such further defect becomes apparent to Buyer within anyunexpired remainder of the 48 month warranty period specified inparagraph 4(a).

 

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

 

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

 

(ii)                                  as to any item repaired by Boeing or furnished asa replacement by Boeing pursuant to (i), to the repair or replacement of suchitem for any further defect in material or workmanship, provided such furtherdefect becomes apparent to Buyer within any unexpired remainder of the48 month warranty period specified in paragraph 4(b) or 12months, whichever is greater

 

(c)                                  As to a defect in design,

 

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

 
| P.A.  No.  2924 | B   |   |
|---------------------------|-----|--------|
| K/NWA                     | B-5 |   |

 

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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, providedsuch further defect becomes apparent to Buyer within any unexpired remainder ofthe 48 month warranty period specified in paragraph 4(b) orwithin 18 months after delivery of the corrected item or materialsrequired to correct such item, whichever period last expires.

 

(d)                                 To the removal from the Aircraft of a defectiveitem and the reinstallation in the Aircraft of the repaired or a replacementitem, provided that when Boeing reimburses Buyer for Buyer’s direct labor costsincurred in performing such tasks (i) the man-hours used to determine suchcosts shall not exceed Boeing’s reasonable estimate of the man-hours requiredfor the performance thereof by Buyer or such number of man-hours as may be mutuallyagreed to by Boeing and Buyer, and (ii) the labor rate to be used indetermining such costs shall be the then current warranty reimbursement laborrate as established between Boeing and Buyer pursuant to paragraph 4(c) ofPart B of this Product Assurance Document.

 

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

 

7.                                       Returned Items.

 

The followingprovisions shall apply with respect to each Aircraft or item returned to Boeing’sfacilities, or to such other place as may be mutually agreeable, pursuant toparagraph 5 of this Part A:

 

(a)                                  As to the return of an Aircraft,

 

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

 

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

 

(B)                                Buyer does not have the capability to perform andit is not feasible or practicable for Boeing personnel to perform or to assistBuyer’s personnel in performing the warranty repairs, replacements orcorrections on the Aircraft at Buyer’s facilities or at such other place as maybe mutually agreeable.

 

(ii)                                  the following provisions shall apply for eachAircraft returned:

 

(A)                              All warranty repairs, replacements andcorrections shall be performed by or for Boeing, at Boeing’s expense, withreasonable care and dispatch in order that the Aircraft involved shall not bekept out of service longer than necessary. In addition, Boeing shall reimburse Buyer the cost

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | B-6    |   |

 

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of fuel, oil and landing fees incurred inboth ferrying the Aircraft to the location where the warranty work will beperformed and in ferrying such Aircraft back to Buyer’s facilities; provided,however, that Buyer shall use its best reasonable efforts to commence andterminate such ferry flights at a facility of Buyer located nearest to thelocation where Boeing is to perform work on the Aircraft.

 

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

 

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

 

(b)                                 As to the return of items,

 

(i)                                     All repairs, replacements and correctionsdescribed in paragraphs 6(a), 6(b) and 6(c) shall be performedby or for Boeing at Boeing’s expense, with reasonable care and dispatch inorder that the item involved will not be kept out of service longer thannecessary.

 

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

 

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

 

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

 
| P.A.  No.  2924 | B   |   |
|---------------------------|-----|--------|
| K/NWA                     | B-7 |   |

 

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

 

(iii)                               The freight charge for shipment from Buyer toBoeing, or to such other place as may be mutually agreeable, of any itemclaimed to be defective shall be paid by Buyer; however, Boeing shall reimburseBuyer for the freight charge for such shipment of any item determined to bedefective under the terms of this Part A upon Boeing’s receipt of theinvoice to Buyer for such charge.  Thefreight charge for the return shipment to Buyer of any item which has beenrepaired, replaced or corrected pursuant to this Part A shall be paid byBoeing.

 

(c)                                  Title to and risk of loss of any Aircraft or itemreturned by Buyer to Boeing shall at all times remain with Buyer, except titleto and risk of loss of a returned item shall pass to Boeing concurrently withshipment by Boeing to Buyer of any item furnished by Boeing to Buyer as areplacement therefor.  Upon Boeing’sshipment 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 partywhich has risk of loss with respect to any Aircraft or item shall have theresponsibility of providing any insurance coverage thereon desired by suchparty.)

 

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

 

8.                                       Non-Repairable Items.

 

Buyer may scrapany defective non-repairable item at Buyer’s facility, provided that anauthorized Boeing Customer Support Representative has confirmed such item isnon-repairable.  Buyer’s claim for anyitem to replace such scrapped item shall contain the stamp and signature ofBoeing’s Customer Support Representative. Such scrapped item shall be processed by Buyer in accordance with theprovisions of paragraph 6 of Part B of this Product AssuranceDocument.

 

9.                                       Wear and Tear.

 

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

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | B-8    |   |

 

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10.                                 Insurance.

 

The provisionsof Article 12, “Product Assurance; Disclaimer and Release; Exclusion ofLiabilities; Customer Support; Indemnification and Insurance”, of this PurchaseAgreement Number 2924, will apply to any work performed by Boeing in accordancewith Buyer’s specific technical instructions, to the extent any legal liabilityof Boeing is based upon the content of such instructions.

 

11.                                 EXCLUSION OF LIABILITIES.

 

THE WARRANTIESAND REMEDIES SET FORTH IN THIS PART A AREEXCLUSIVE.  THE EXCLUSION OF LIABILITIESAND OTHER PROVISIONS OF PART D OF THIS EXHIBIT B ARE APPLICABLE.

 
| P.A.  No.  2924 | B   |   |
|---------------------------|-----|--------|
| K/NWA                     | B-9 |   |

 

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PART B

 

WARRANTY REPAIRS AND MODIFICATIONS BY BUYER

 

1.                                       General.

 

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

 

2.                                       Scope.

 

This Part Bshall apply only to items manufactured to Boeing’s detailed design.  This Part B is further limited to suchrepairs and corrections as Boeing would otherwise be obligated to perform underparagraph 6(a), 6(b) or 6(c) of Part A of this ProductAssurance Document, and is subject to the warranty and notice periods and allother conditions and limitations set forth in such Part A, except thatdefective items need not be returned to Boeing.

 

3.                                       Repairs and Modifications.

 

All repairs andmodifications shall be performed in accordance with Boeing’s applicable writteninstructions using such modification kits and other parts and materials as maybe furnished by Boeing.

 

4.                                       Reimbursement.

 

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

 

(a)                                  Direct Labor.

 

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

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | B-10   |   |

 

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(b)                                 Direct Materials.

 

At the invoicecost thereof to Buyer, excluding any allowances for handling, overhead, taxes,customs duties or the like, for all direct materials incorporated in the repairor modification, excluding any materials used for overhaul, and also excludingsuch modification kits, parts and materials as may be furnished by Boeing at nocharge.

 

(c)                                  Warranty Labor Rate.

 

For the purposesof this Part B, the warranty labor rate shall be $45.60 per hour, in year2000, or 150% of Buyer’s average direct hourly labor rate for warrantycorrections performed, including inspection hours and hours specified inParagraph 4(a) of this Exhibit, whichever is greater.  For this purpose, “average direct hourlylabor rate” means the average hourly rate (excluding all fringe benefits,premium time allowances, social charges, business taxes and the like) paid toBuyer’s employees whose jobs are directly related to the performance of therepair or modification.  Prior to orconcurrent with submittal of Buyer’s first claim for labor reimbursementhereunder, Buyer shall notify Boeing of Buyer’s then-current average directhourly labor rate, and thereafter Buyer shall promptly notify Boeing of anymaterial change in such rate. If requested, Buyer shall furnish to Boeing suchdata as may be reasonably required to substantiate such rate.

 

(d)                                 Limitation.

 

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

 

5.                                       Claims for Reimbursement.

 

Unless otherwiseagreed in writing, Buyer’s claim for reimbursement with respect to any repairor modification must be submitted in writing to Boeing’s Warranty RegionalManager within a reasonable time, but no later than, 90 days after expirationof the applicable warranty period.  Allclaims for reimbursement shall include the following:

 

(a)                                  The identity of the item involved, includingBoeing part number, serial number, nomenclature and the quantity claimed to bedefective.

 

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

 

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

 

(d)                                 Description of the claimed defect andcircumstances.

 

(e)                                  Date repair or modification completed by Buyer.

 
| P.A.  No.  2924 | B    |   |
|---------------------------|------|--------|
| K/NWA                     | B-11 |   |

 

----

 

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

 

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

 

All claims for reimbursement shall be subjectto audit by Boeing.  Boeing shallpromptly notify Buyer of Boeing’s disposition of each claim submittedhereunder.

 

6.                                       Replaced Parts.

 

In the eventcomponent parts of any assembly are replaced by Buyer, the replaced parts shallbe tagged with the assembly part number, serial number and warranty claimnumber and retained for a period of 45 days after submission of Buyer’sclaim for reimbursement.  Such partsshall 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 Boeingwithin such 45-day period or Buyer requests permission and receives suchpermission from Boeing to dispose replaced parts prior to expiration of the 45day period.

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | B-12   |   |

 

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PART C

 

BOEING SERVICE LIFE POLICY

 

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

 

1.                                       Service Life Policy.

 

Should a Failureoccur in any Covered Component within the following periods:

 

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

 

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

 

Boeing shall, atthe price provided herein and as promptly as practicable, either (i) designand furnish to Buyer a correction for such Failed Component, including any partsrequired for such correction (including Boeing designed standard parts butexcluding Industry standard parts such as MS and NAS standards), or (ii) furnishto Buyer a replacement Covered Component for such Failed Component.

 

2.                                       Definitions.

 

For the purposeof this Policy, the following definitions shall apply:

 

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

 

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

 

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

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | C-1    |   |

 

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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 aCovered Component.

 

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

 

3.                                       Price.

 

Any CoveredComponent or part that Boeing is required to furnish to Buyer under this Policyin connection with correction or replacement of a Failed Component shall befurnished to Buyer at a price determined in accordance with the followingformula:

 

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 fromthe date of delivery of the Failed Component to the date of the correction orreplacement.

 

4.                                       Conditions and Limitations.

 

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

 

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

 

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

 

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

 
| P.A.  No.  2924 | B   |   |
|---------------------------|-----|--------|
| K/NWA                     | C-2 |   |

 

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

 

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

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | C-3    |   |

 

----

 

Exhibit Ato

Part C

 

COVERED AIRFRAME AND LANDING GEAR COMPONENTS

 

1.                                       Wing.

 

(a)                                  Upper and lower wingskins and stiffeners between the forward and rear wing spars.

 

(b)                                 Wing spar webs, chordsand stiffeners.

 

(c)                                  Inspar wing ribs.

 

(d)                                 Inspar splice plates and fittings.

 

(e)                                  Upper wing foldhinge, end ribs and lower latch lugs.

 

(f)                                    Main landing gearsupport structure.

 

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

 

(h)                                 Wing-to-bodystructural attachments.

 

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

 

(j)                                     Supportstructure in the wing for spoilers and spoiler actuators; for aileron hingesand reaction links; and for leading edge devices and trailing edge flaps.

 

(k)                                  Leading edge deviceand trailing edge flap support system.

 

(l)                                     Aileron leadingedge device and trailing edge flap internal, fixed attachment and actuatorsupport structure.

 

(m)                               Winglets.

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | C-4    |   |

 

----

 

Exhibit Ato

Part C

 

2.                                       Body.

 

(a)                                  Externalsurface skins and doublers, longitudinal stiffeners, longerons andcircumferential rings and frames between the forward pressure bulkhead and thevertical stabilizer rear spar bulkhead, and structural support and enclosurefor the APU but excluding all system components and related installation andconnecting devices, insulation, lining, and decorative panels and relatedinstallation and connecting devices.

 

(b)                                 Windowand windshield structure but excluding the windows and windshields.

 

(c)                                  Fixedattachment structure of the passenger doors, cargo doors and emergency exits,excluding door mechanisms and movable hinge components.  Sills and frames around the body openings forthe passenger doors, cargo doors and emergency exits, excluding scuff platesand pressure seals.

 

(d)                                 Nosewheel well structure, including the wheel well walls, pressure deck, forwardand aft bulkheads, and the gear support structure.

 

(e)                                  Maingear wheel well structure including pressure deck, bulkheads and landing gearbeam support structure.

 

(f)                                    Floorbeams and support posts in the control cab and passenger cabin area, butexcluding seat tracks.

 

(g)                                 Forwardand aft pressure bulkheads.

 

(h)                                 Keelstructure between the wing front spar bulkhead and the main gear wheel well aftbulkhead, including splices.

 

(i)                                     Wingfront and rear spar support bulkheads, and vertical and horizontal stabilizerfront and rear spar support bulkheads including terminal fittings but excludingall system components and related installation and connecting devices,insulation, lining, and decorative panels and related installation andconnecting devices.

 

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

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | C-5    |   |

 

----

 

Exhibit Ato

Part C

 

3.                                       Vertical Stabilizer.

 

(a)                                  External skins between front and rear spars.

 

(b)                                 Front and rear spars including stiffeners.

 

(c)                                  Attachment fittings between verticalstabilizer and body.

 

(d)                                 Inspar ribs.

 

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

 

(f)                                    Rudder internal, fixed attachment andactuator support structure.

 

(g)                                 Rudder hinges and supporting ribs, excludingbearings.

 

4.                                       Horizontal Stabilizer.

 

(a)                                  External skins between front and rear spars.

 

(b)                                 Front and rear spars including splices andstiffeners.

 

(c)                                  Inspar ribs.

 

(d)                                 Stabilizer splice fittings and pivot andscrew support structure.

 

(e)                                  Support structure in the horizontalstabilizer for the elevator hinges, reaction links and actuators.

 

(f)                                    Elevator internal, fixed attachment andactuator 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 supportfittings attached directly to strut structure.

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | C-6    |   |

 

----

 

Exhibit Ato

Part C

 

6.                                       MainLanding Gear.

 

(a)                                  Outer cylinder.

 

(b)                                 Inner cylinder.

 

(c)                                  Upper and lower sidestrut, including spindles and universals.

 

(d)                                 Upper and lower dragstrut, including spindles and universals.

 

(e)                                  Orifice support tube.

 

(f)                                    Downlock linksincluding spindles and universals.

 

(g)                                 Torsion links.

 

(h)                                 Bogie beam.

 

(i)                                     Axles.

 

7.                                       NoseLanding Gear.

 

(a)                                  Outer cylinder.

 

(b)                                 Inner cylinder,including axles.

 

(c)                                  Orifice support tube.

 

(d)                                 Upper and lower dragstrut, including lock links.

 

(e)                                  Steering plates andsteering collar.

 

(f)                                    Torsion links.

 

(g)                                 Actuator support beamand hanger.

 

NOTE:            TheService Life Policy does not cover any bearings, bolts, bushings, clamps,brackets, actuating mechanisms or latching mechanisms used in or on the CoveredComponents.

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | C-7    |   |

 

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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 INTHIS EXHIBIT B ARE EXCLUSIVE AND IN SUBSTITUTION FOR, AND BUYER HEREBYWAIVES, RELEASES AND RENOUNCES ALL OTHER WARRANTIES, OBLIGATIONS ANDLIABILITIES OF BOEING AND ALL OTHER RIGHTS, CLAIMS AND REMEDIES OF BUYERAGAINST BOEING, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECTTO ANY NONCONFORMANCE OR DEFECT IN ANY AIRCRAFT OR OTHER THINGS DELIVERED UNDERTHIS AGREEMENT, INCLUDING BUT NOT LIMITED TO:

 

(A)                              ANY IMPLIED WARRANTY OF MERCHANTABILITY ORFITNESS;

 

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

 

(C)                                ANYOBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISINGFROM THE NEGLIGENCE OF BOEING; AND

 

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

 

2.                                       EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES.

 

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

 

3.                                       Contribution toward Third Party Claims.

 

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

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | D-1    |   |

 

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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.

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | D-2    |   |

 

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# PART E

#  

BOEING INDEMNITY AGAINST PATENT INFRINGEMENT

 

1.                                       Indemnity.

 

Subject to theexceptions set forth in paragraph 2 below, Boeing shall indemnify and holdharmless Buyer from and against all claims, suits, actions, liabilities,damages and costs (excluding any incidental or consequential damages andexcluding any liabilities, costs, loss of revenue or loss of profit resultingfrom loss of use, but including costs of, at Boeing’s option, (i) replacingthe infringing item or (ii) otherwise curing any infringement on accountof which use of Aircraft by Buyer is prevented) in case of any actual oralleged infringement by any Aircraft, or by any item installed therein at thetime of Aircraft delivery of any United States patent or of any patent issuedunder the laws of any country in which Buyer from time to time may lawfullyoperate the Aircraft, provided that (i) from time of design of theAircraft or item and until infringement claims are resolved such other countryand the flag country of the Aircraft are legally bound by and do fullyrecognize their obligations and duties under the Chicago Convention onInternational Civil Aviation of December 7, 1944, and the flag country andsuch other country are fully entitled to all benefits of Article 27thereof or, in the alternative, (ii) from such time of design and untilsuch infringement claims are resolved such other country and the flag countryshall each have been a party to the International Convention for the Protectionof Industrial Property (Paris Convention).

 

2.                                       Exceptions.

 

This indemnityshall not apply to Buyer Furnished Equipment, nor to Engines (as defined in Exhibit Dto this Agreement), nor to any item that was not manufactured to Boeing’sdetailed design, nor to any item manufactured to Boeing’s detailed designwithout Boeing’s authorization.

 

3.                                       Conditions and Limitations.

 

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

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | E-1    |   |

 

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Boeing intervenes, it shall be entitled atany stage of the proceedings to assume or control the defense.  Buyer’s remedy and Boeing’s obligation andliability hereunder are further conditioned upon Buyer promptly furnishing toBoeing all data, records and assistance within Buyer’s control material to anysuch 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 anyliabilities, damages, royalties or costs for which Boeing is asked to respond.

 

(b)                                 The indemnity, obligations and liabilities ofBoeing and remedies of Buyer set forth in this Part E are exclusive and insubstitution for, and Buyer hereby waives, releases and renounces, all otherindemnities, 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 ofBoeing, express or implied, arising by law or otherwise, with respect to anyactual or alleged patent infringement or the like by any Aircraft or any iteminstalled therein.

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | E-2    |   |

 

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PART F

 

SUPPLIER WARRANTIES AND PATENT INDEMNITIES

 

1.                                       Supplier Warranties and Supplier PatentIndemnities.

 

Boeing shall useits best reasonable efforts to obtain from manufacturers of items installed inthe Aircraft at the time of delivery that were purchased by Boeing but were notmanufactured to Boeing’s detailed design (other than Engines, as defined in Exhibit Dto this Agreement), adequate warranties and indemnities against patentinfringement enforceable by Buyer (Supplier Warranties).  Boeing shall furnish copies of the SupplierWarranties to Buyer prior to delivery of the first Aircraft.  (The commitments of the Engine manufacturerregarding warranties and indemnities against patent infringement shall be asset forth in Part G of this Product Assurance Document.)

 

2.                                       Boeing Assistance in Administration of Supplier Warranties.

 

In the eventBuyer experiences any problem in the resolution - of any claims Buyer may haveinitiated under the Supplier Warranties obtained by Boeing pursuant toparagraph 1, and Buyer submits to Boeing’s Warranty Regional Manager suchinformation and data in its possession as may be reasonably required by Boeingto investigate any such problem, then Boeing shall promptly conduct aninvestigation of such problem and shall assist Buyer in the administration ofany claims Buyer may have under such Supplier Warranties.

 

3.                                       Boeing Support in Event of Supplier Default.

 

In the eventthat:

 

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

 

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

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | F-1    |   |

 

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

 

(i)                                     the warranty period with respect to such itemshall be the longer of the applicable period set forth in such SupplierWarranty, if a warranty period is expressly set forth therein or the warrantyperiod set forth in paragraph 4(b) of Part A of this Product AssuranceDocument, and

 

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

 

Provided Boeing performs on behalf ofSupplier,  Buyerwill, if requested by Boeing, assign to Boeing any of its rights against anysupplier as Boeing may require to fulfill its obligations hereunder.  Buyer will not unreasonably withhold suchassignment.

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | F-2    |   |

 

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PART G

 

ENGINE MANUFACTURER’S WARRANTYAND PRODUCT SUPPORT PLAN

 

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

 
| P.A.  No.  2924 | B   |   |
|---------------------------|-----|--------|
|                      | G-1 |   |

 

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PART H

 

BOEING INTERFACE COMMITMENT

 

1.                                       Interface Problems.

 

If Buyerexperiences any technical problem in the operation of the Aircraft or itssystems due to malfunction or failure of an item the cause of which, after dueand reasonable investigation, is not readily identifiable by Buyer, but whichBuyer believes to be attributable to the design characteristics of one or moreitems of the Aircraft (an “Interface Problem”), Boeing shall, if requested byBuyer, and without additional charge to Buyer, promptly conduct aninvestigation and analysis of such Interface Problem to determine, if possible,the cause or causes of the Interface Problem and to recommend such correctiveaction as may be feasible.  Buyer shallfurnish to Boeing all data and information in Buyer’s possession reasonablyrelevant to the Interface Problem, and will reasonably cooperate with Boeing inthe conduct of its investigations and such tests as may be required.  Boeing shall promptly advise Buyer in writingat the conclusion of its investigation of Boeing’s opinion as to the cause orcauses of the Interface Problem and Boeing’s recommendation as to correctiveaction.

 

2.                                       Boeing Responsibility.

 

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

 

3.                                       Supplier Responsibility.

 

If Boeingdetermines that the Interface Problem is primarily attributable to the designof an item -not manufactured to Boeing’s detailed design, Boeing shall, ifrequested by Buyer, reasonably assist Buyer in processing any warranty claimBuyer may have against the manufacturer of such item.  Boeing shall also take whatever reasonableaction is permitted by its contracts with such manufacturer in an effort toobtain a correction of the Interface Problem acceptable to Buyer.  If the Supplier fails, within a reasonableperiod of time, to take appropriate action on

 
| P.A.  No.  2924 | B      |   |
|---------------------------|--------|--------|
|                      |   |   |
|                      | H-1    |   |

 

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Boeing’s recommendation as to the necessarycorrective action and Buyer submits to Boeing, within a reasonable time, proofof such failure, then Boeing shall take action inaccordance with the provisions of Part F of this Product AssuranceDocument.

 

4.                                       Joint Responsibility.

 

If Boeingdetermines that the Interface Problem is partially attributable to the designof an item - manufactured to Boeing’s detailed design and partially to thedesign of items not manufactured to Boeing’s detailed design, Boeing shall, ifrequested by Buyer, seek a solution to the Interface Problem through thecooperative efforts of Boeing and the manufacturers of the other iteminvolved.  Boeing shall promptly adviseBuyer of such corrective actions as may be proposed by Boeing and such othermanufacturers; such proposal to be consistent with any then existingobligations of Boeing and such other manufacturers.  If such proposal is acceptable to Buyer, the proposedaction shall be taken.

 

5.                                       General.

 

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

 

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

 

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

 
| P.A.  No.  2924 | B   |   |
|---------------------------|-----|--------|
|                      | H-2 |   |

 

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PART I

 

DUPLICATE PRODUCT ASSURANCE REMEDIES

 

It is agreed that Boeing shall not be obligatedto provide to Buyer any remedy which is a duplicate of any other remedy whichhas been provided to Buyer under any part of this Product Assurance Documentfor the same event which results in unjust enrichment, provided that Buyer atall times shall be entitled to the most favorable of any duplicate remedy.

 
| P.A.  No.  2924 | B   |   |
|---------------------------|-----|--------|
| K/NWA                     | I-1 |   |

 

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# **Model 787-8**

#  

## **CUSTOMER SUPPORT DOCUMENT**

##  

between

 

## **THEBOEING COMPANY**

 

and

 

**NORTHWEST AIRLINES, INC.**

 

 

### **ExhibitC**

 

To

 

### **PurchaseAgreement Number 2924**

 
| P.A. No. 2924           |   | C |
|-------------------------|--------|---|
| **BOEING  PROPRIETARY** |

 

----

 

**CUSTOMER SUPPORT DOCUMENT NO. 2924**

 

**Relating to**

 

**BOEING MODEL 787-8 AIRCRAFT**

 

 

This Customer SupportDocument is Exhibit C to and forms a part of Purchase AgreementNo. 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 ofthe 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 |

 

 
| P.A. No. 2924           |   | C-1 |
|-------------------------|--------|-----|
| **BOEING  PROPRIETARY** |

 

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PART A

 

BOEING TRAINING PROGRAMS

 

1.                                       General.

 

Boeing will providemaintenance training, cabin attendant training, and flight training programs tosupport the introduction of the Aircraft into service as provided in thisCustomer Support Document.

 

Allinstruction, examinations and materials shall be prepared and presented in theEnglish language and in the units of measure used by Boeing.

 

2.                                       Boeing Training Programs.

 

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

 

Buyer may also exchangeTraining Points for use by individuals from its maintenance sub-contractorsthat are directly affiliated in the servicing of Buyer’s Model 787 aircraft toattend Boeing training courses.

 

2.2                                 In addition to the training provided inArticle 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 specificinstruction in Boeing’s regularly scheduled courses; schedules are publishedyearly.

 

2.2.3                                         Additional Flight Operations Services:

 

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

 

b.                                      Instructor pilots for 90 Man Days (as definedin 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 servicetraining) to review Buyer’s flight crew operations for a two (2) week period.

 
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Ifany part of the training described in this Article 2.2 is not completed byBuyer within 24 months after the delivery of the last Aircraft, Boeing willhave no obligation to provide such training.

 

3.                                       Training Schedule and Curricula.

 

3.1                                 Buyer and Boeing will together conductplanning conferences approximately 12 months before the scheduled deliverymonth 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 conferencethe parties will document Buyer’s course selection, training schedule, and, ifapplicable, Training Point application and remaining Training Point balance.

 

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

 

4.                                       Training Materials.

 

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

 

4.2                                 Training Materials are provided by Boeing foruse in Buyer’s training program.  Therights and remedies of Buyer and the obligations of Boeing relative to theprovision of Training Materials and other training services by Boeing to Buyer’ssub-contractor personnel and/or other Buyer assignees, as identified in aboveparagraph 4.1, are subject to the DISCLAIMER AND RELEASE AND EXCLUSION OFCONSEQUENTIOAL DAMAGES provisions of Article 12 of the Purchase Agreement aswell as the Risk Allocation/Insurance provisions of Part E of Exhibit C to thePurchase Agreement.

 

5.                                       Location of Training.

 

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

 

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

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

 

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

 

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

 

5.2.4                        Buyer will pay, or reimburse Boeing for, alltaxes, fees, duties, licenses, permits and similar expenses incurred by Boeingand its employees as a result of Boeing’s providing the training at suchalternate site or incurred as a result of Boeing providing revenue servicetraining.

 

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

 

6.                                       Additional Terms and Conditions.

 

6.1                                 All training will reflect an airplaneconfiguration defined by (i) Boeing’s standard configuration specification for787 aircraft, (ii) Boeing’s standard configuration specification for the minormodel of 787 aircraft selected by Buyer, and (iii) any Optional Featuresselected by Buyer from Boeing’s standard catalog of Optional Features.  Upon Buyer’s request, Boeing may providetraining customized to reflect other elements of Buyer’s Aircraft configurationsubject to a mutually acceptable price, schedule, scope of work and otherapplicable terms and conditions.

 

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

 

6.3                                 Boeing flight instructor personnel will notbe required to work more than 5 days per week, or more than 8 hours in any one24-hour period (Man Day), of which not more than 5 hours per 8-hourworkday will be spent in actual flying. The foregoing restrictions will not apply to ferry assistance or revenueservice 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 Boeingmight 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 notinclude provision of spare parts.  Boeingwill provide Normal Line Maintenance services for any Aircraft while theAircraft is used for flight crew training at Boeing’s facility in accordancewith the Boeing Maintenance Plan (Boeing document D6-82076) and the RepairStation Operation and Inspection Manual (Boeing document D6-25470).  Buyer will provide such services if flightcrew training is conducted elsewhere. Regardless of the location of such training, Buyer will be responsiblefor providing all maintenance items (other than those included in Normal LineMaintenance) 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 facilityand the Aircraft is damaged due to Buyer’s personnel’s actions during suchtraining, Boeing will make all necessary repairs to the Aircraft as promptly aspossible.  Buyer will pay Boeing’sreasonable charge, including the price of parts and materials, for making therepairs.  If Boeing’s estimated laborcharge for the repair exceeds $25,000, Boeing and Buyer will enter into anagreement for additional services before beginning the repair work.

 

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

 

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

 

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

 
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PART B

 

BOEING CUSTOMER SUPPORT SERVICES

 

1.                                       General.

 

This Part describes thesupport 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 thisPart will be provided by Boeing during a period commencing with delivery of thefirst Aircraft and continuing so long as one Aircraft is regularly operated byBuyer in commercial air transport service.

 

2.                                       Field Service Engineering.

 

Boeing will furnish fieldservice representation to advise Buyer on maintenance and operation of theAircraft (Field Services) as follows:

 

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

 

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

 

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

 

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

 

3.                                       Additional Engineering Support Services.

 

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

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

 

3.1                                 analysis of the information provided by Buyerto determine;

 

3.1.1                                         the probable nature and cause of operationalproblems and suggestion of possible solutions.

 

3.1.2                                         the nature and cause of unsatisfactoryschedule reliability and the suggestion of possible solutions.

 

3.1.3                                         the nature and cause of unsatisfactorymaintenance costs and the suggestion of possible solutions.

 

3.2                                 analysis of and comment on Buyer’sengineering proposals for changes in, or replacement of, parts, accessories orequipment manufactured to Boeing’s detailed design *** Boeing will not analyzeor comment on any such change or replacement which constitutes a majorstructural change, nor on any engineering release related thereto, unless Buyer’srequest for such analysis and comment is accompanied by complete detaileddrawings, substantiating data (including data, if any, required by applicablegovernment agencies), all stress or other appropriate analysis, and a specificstatement from Buyer of the kind of review and response desired by Buyer;

 

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

 

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

 

3.5                                 assistance with interpretation of the minimumequipment list, the definition of the configuration deviation list and theanalysis of individual Aircraft performance;

 

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

 

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

 

3.8                                 operations engineering support during theferry flight of an Aircraft;

 

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

 
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4.                                       Special Services.

 

4.1                                 Additional Services.

 

Boeingmay, at Buyer’s request, provide services with respect to the Aircraft afterdelivery, 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 andmaintenance and repair of the Aircraft. Providing such additional services will be subject to the terms ofCustomer Services General Terms Agreement No. 51-1 dated January 16, 2001 andSupplemental Agreement for Electronic Access Agreement(collectively, **CSGTA**) and any other mutually agreed terms and conditions.

 

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

 

4.2                                 Post-Delivery Aircraft Services.

 

IfBoeing performs work requested by Buyer on an Aircraft after delivery of suchAircraft, but prior to its initial departure flight, or upon its return toBoeing’s facilities prior to completion of such flight, the followingprovisions will apply:

 

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

 

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

 

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

 

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

 

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

 

5.                                       Additional Informational Services.

 

Boeing may, from time totime, provide Buyer with additional services in the form of information aboutthe Aircraft or other aircraft of the same type, including informationconcerning design, manufacture, operation, maintenance, modification, repairand in-service experience.

 
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PART C

 

TECHNICAL INFORMATION AND MATERIALS

 

1.                                       General.

 

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

 

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

 

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

 

Digitally-producedMaterials will, if applicable, be prepared generally in accordance with ATASpecification No. 2100, dated January 1994, entitled “Digital DataStandards for Aircraft Support”, as it may subsequently be revised.

 

2.                                       Materials Planning Conferences.

 

Buyer and Boeing willconduct planning conferences approximately 12 months before the scheduleddelivery month of the first Aircraft in order to mutually determine (i) theMaterials to be furnished to Buyer in support of the Aircraft, (ii) the BuyerInformation to be furnished by Buyer to Boeing, (iii) the update cycles of theMaterials to be furnished to Buyer, (iv) the update cycles of the BuyerInformation to be furnished to Boeing, (v) any Buyer preparations necessary for

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

 

3.                                       Treatment of Materials.

 

3.1                                 AllMaterials provided by Boeing to Buyer and not covered by a Boeing CSGTA orother agreement between Boeing and Buyer defining Buyer’s right to use anddisclose the Materials and included information will be covered by, and subjectto the terms of this Purchase Agreement. Title to all Materials containing, conveying or embodying confidential,proprietary or trade secret information (Proprietary Information) belonging toBoeing or a third party (Proprietary Materials), will at all times remain withBoeing or such third party.  Buyer willtreat all Proprietary Materials and all Proprietary Information in confidenceand use and disclose the same only as specifically authorized in this PurchaseAgreement.

 

3.2                                 Boeing grants to Buyer a worldwide,non-exclusive, non-transferable license to use and disclose ProprietaryMaterials in accordance with the terms and conditions of this PurchaseAgreement. Buyer is authorized to make copies of Materials (except forMaterials bearing the copyright legend of a third party), and all copies ofProprietary Materials will belong to Boeing and be treated as ProprietaryMaterials under this Purchase Agreement. Buyer will preserve all proprietarylegends, and all copyright notices on all Materials and insure the inclusion ofthose 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 BuyerInformation or derivative works thereof in Boeing data and information productsand services provided all indicia identifying Buyer Information as originatingfrom Buyer is removed from such Buyer Information.

 

3.4                                 Buyeris authorized to use Proprietary Materials and Proprietary Information for thepurpose of: (a) operation, maintenance, repair, or modification of Buyer’saircraft for which the Proprietary Materials and Proprietary Information havebeen specified by Boeing and (b) development and manufacture of trainingdevices and maintenance tools for use by Buyer.

 

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

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

 

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

 

3.7                                 In the event of an Aircraft or Aircraftsystems related incident, Buyer may suspend, or block access to BuyerInformation pertaining to its Aircraft or fleet.  Such suspension may be for an indefiniteperiod of time.

 

4.                                       Materials Formats and Quantities.

 

Boeing will provide at ***technical data and maintenance information equivalent to that traditionallyprovided in the manuals and documents identified in the Attachment.  The format for this data and information isnot yet determined in all cases. Whenever possible Boeing will provide such data and information throughelectronic access.

 

5.                                       Revision Service.

 

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

 

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

 

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

 

5.3           ***

 

6.                                       Supplier Technical Data.

 

6.1                                 For supplier-manufactured programmedairborne avionics components and equipment classified as Seller FurnishedEquipment (**SFE**) or Seller Purchased Equipment(**SPE**) which contains

 
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computer software designed anddeveloped in accordance with Radio Technical Commission for AeronauticsDocument No. RTCA/DO-178 dated January 1982, No. RTCA/DO-178Adated March 1985, or later as available, Boeing will request that eachsupplier of the components and equipment make software documentation availableto Buyer.

 

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

 

6.3                                 Boeing will furnish to Buyer a documentidentifying the terms and conditions of the product support agreements betweenBoeing and its suppliers requiring the suppliers to fulfill Buyer’srequirements for information and services in support of the Aircraft.

 

7.                                       Buyer Furnished Equipment Data.

 

Boeing will incorporate BFEline maintenance information into the customized Materials providing Buyermakes the information available to Boeing at least six (6) months prior to thescheduled delivery month of each Aircraft. Boeing will incorporate such BFE line maintenance information into theMaterials prior to delivery of each Aircraft reflecting the configuration ofthat Aircraft as delivered. Upon Buyer’s request, Boeing may provide updateservice 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’sstandard digital format.  Suchinformation will be prepared generally in accordance with ATA iSpec 2200.

 

8.                                       Buyer’s Shipping Address.

 

From time to time Boeing mayfurnish certain Materials or updates to Materials by means other thanelectronic access.  ***

 

9.                                       Advance Representative Materials.

 

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

 

10.                                 Customized Materials.

 

All customized Materialswill reflect the configuration of each Aircraft as delivered.

 
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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                                                     |
|          |            |                                                                        |  |  |

 
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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                |
|          |            |                                                                           |  |

 
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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 |
|          |            |                                                                                   |  |  |

 
| P.A. No. 2924 |   |  C |
|---------------|--------|---------|

C-A-3

**BOEING PROPRIETARY**

 

----

 

PART E

 

INSURANCE.

 

1.                                       Insurance Requirements. Buyer will purchase *** will provide acertificate of such insurance that names Boeing as an additional insured forany and all claims and liabilities for injury to or death of any person orpersons, including employees of Buyer but not employees of Boeing, or for lossof or damage to any property, including any aircraft, arising out of or in anyway relating to Materials, training, services, or other things provided underthis Exhibit C of the Agreement, whether or not arising in tort or occasionedby the negligence of Boeing, except with respect to legal liability to personsor parties other than Buyer or Buyer’s assignees arising out of an accidentcaused solely by a product defect in an aircraft.  Buyer will provide such certificate ofinsurance at least thirty (30) days prior to the scheduled delivery of thefirst Aircraft under the Agreement.  Theinsurance certificate will reference each Aircraft delivered to Buyer pursuantto the Agreement.  Annual renewalcertificates will be submitted to Boeing before the expiration of the policyperiods.  ***forms of insurancecertificates state the terms, limits, provisions and coverages required by thisArticle 1, were used ***  The failure ofBoeing to demand compliance with Article 1 in any year will not in any way relieveBuyer of its obligations hereunder nor constitute a waiver by Boeing of theseobligations.

 

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

 

3.                                       Definition of Boeing.  Forpurposes of this Article, “Boeing” is defined as The Boeing Company, itsdivisions, subsidiaries, affiliates, assignees of each, and their respectivedirectors, officers, employees, and agents.

 
| P.A. No. 2924 |   |  C |
|---------------|--------|---------|

E-1

**BOEING PROPRIETARY**

 

----

 

PART F

 

Alleviation or Cessation of Performance

 

Exceptto the extent that Buyer has designated alternate locations, Boeing will not berequired to provide any Materials, services, training, or other things at afacility designated by Buyer while:

 

1.                                       a labor stoppage or dispute in progressinvolving Buyer exists;

 

2.                                       warsor warlike operations, riots or insurrections in the country where suchfacility is located exist;

 

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

 

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

 

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

 

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

 
| P.A. No. 2924 |   |  C |
|---------------|--------|---------|

F-1

**BOEING PROPRIETARY**

 

----

 

***

 

----

 

**ESCALATION ADJUSTMENT**

 

**AIRFRAME AND OPTIONAL FEATURES**

 

 

between

 

 

# THE BOEING COMPANY

 

 

and

 

NORTHWEST AIRLINES, INC.

 

 

## **ExhibitD to Purchase Agreement Number 2924**

 

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

----

 

1.                                       Formula.

 

Airframe Price and OptionalFeatures price adjustments (Airframe Price Adjustment) are used to allow pricesto be stated in current year dollars at the signing of this Purchase Agreementand to adjust the amount to be paid by Customer at delivery for the effects ofeconomic fluctuation.  The Airframe PriceAdjustment will be determined at the time of Aircraft delivery in accordancewith 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, allcalculations and resulting values will be expressed as a decimal rounded to thenearest ten-thousandth.

 

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

 

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

 

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

 

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

 

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

 

2.                                       Values to be Utilized in the Event ofUnavailability.

 

2.1                                 If the Bureau of Labor Statisticssubstantially revises the methodology used for the determination of the valuesto be used to determine the ECI and ICI values (in contrast to benchmarkadjustments or other corrections of previously released values), or for anyreason has not released values needed to determine the applicable AirframePrice Adjustment, the parties will, prior to the delivery of any such

 
| P.A. No. 2924 |   | 2 |
|---------------|--------|---|

**BOEINGPROPRIETARY**

 

----

 

Aircraft, select a substitutefrom other Bureau of Labor Statistics data or similar data reported bynon-governmental organizations.  Suchsubstitute will result in the same adjustment, insofar as possible, as would havebeen calculated utilizing the original values adjusted for fluctuation duringthe applicable time period.

 

2.2                                 Notwithstanding Article 2.1 above, if priorto the scheduled delivery month of an Aircraft the Bureau of Labor Statisticschanges the base year for determination of the ECI and ICI values as definedabove, such re-based values will be incorporated in the Airframe PriceAdjustment calculation.

 

2.3                                 In the event escalation provisions are madenon-enforceable or otherwise rendered void by any agency of the UnitedStates Government, the parties agree, to the extent they may lawfully do so, toequitably adjust the Aircraft Price of any affected Aircraft to reflect anallowance for increases or decreases in labor compensation and material costsoccurring since February of the price base year shown in the Purchase Agreementwhich is consistent with the applicable provisions of paragraph 1 of thisExhibit D.

 

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

 

ii.                                       The maximum number of digits to the right ofthe decimal after rounding utilized in any part of the Airframe PriceAdjustment equation will be 4, where rounding of the fourth digit will beincreased to the next highest digit when the 5th digit is equal to 5 orgreater.

 
| P.A. No. 2924 |   | 3 |
|---------------|--------|---|

**BOEINGPROPRIETARY**

 

----

 

**ENGINE ESCALATION**

 

 

between

 

THE BOEING COMPANY

 

and

 

NORTHWEST AIRLINES, INC.

 

Exhibit D to Purchase Agreement Number 2924

 
| P.A. No. 2924 |   | D |
|---------------|--------|---|

**BOEINGPROPRIETARY**

----

 

**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 setforth in Table 1 of the Purchase Agreement includes an aggregate price forGeneral Electric Aircraft GENX series engines and all accessories, equipmentand parts provided by the engine manufacturer (Engines).  The adjustment in Engine Price applicable toeach Aircraft (Engine Price Adjustment) will be determined at the time ofAircraft 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 |
|        |                        |                                                                                                                                                                                                                         |  |  |  |  |  |

 
| P.A. No. 2924 |   | D |
|---------------|--------|---|

**BOEINGPROPRIETARY**

 

----

 
|   |   | 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, allcalculations and resulting values will be expressed as a decimal rounded to thenearest ten-thousandth.

 

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

 

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

 

iv.                                   The denominators (base year indices) are theactual average values reported by the U.S. Department of Labor, Bureau of LaborStatistics.  The actual average valuesare calculated as a 3-month arithmetic average of the released monthlyvalues (expressed as a decimal and rounded to the nearest tenth) using thevalues for the 11th, 12th and 13th monthsprior to the Engine Price base year.  Theapplicable base year and corresponding denominator is provided by Boeing inTable 1 of this Purchase Agreement.

 

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

 

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

 
| P.A. No. 2924 |   | D |
|---------------|--------|---|

**BOEINGPROPRIETARY**

 

----

 

2.                                       Values to be Utilized in the Event ofUnavailability.

 

2.1                                 If the Bureau of Labor Statisticssubstantially revises the methodology used for the determination of the valuesto be used to determine the ECI and ICI values (in contrast to benchmarkadjustments or other corrections of previously released values), or for anyreason has not released values needed to determine the applicable Engine PriceAdjustment, General Electric Aircraft agrees to meet jointly with Boeing andthe Buyer (to the extent such parties may lawfully do so) prior to the deliveryof any such Aircraft, to select a substitute from other Bureau of LaborStatistics data or similar data reported by non-governmentalorganizations.  Such substitute willresult in the same adjustment, insofar as possible, as would have beencalculated utilizing the original values adjusted for fluctuation during theapplicable time period.

 

2.2                                 Notwithstanding Article 2.1 above, if priorto the scheduled delivery month of an Aircraft the Bureau of Labor Statisticschanges the base year for determination of the ECI and ICI values as definedabove, such re-based values will be incorporated in the Engine Price Adjustmentcalculation.

 

2.3                                 In the event escalation provisions are madenon-enforceable or otherwise rendered void by any agency of the UnitedStates Government, the parties agree, to the extent they may lawfully do so, toequitably adjust the Engine Price of any affected Aircraft to reflect anallowance for increases or decreases consistent with the applicable provisionsof paragraph 1 of this Exhibit D in labor compensation and material costsoccurring since August of the year prior to the price base year shown in thePurchase Agreement.

 

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

 

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

 
| P.A. No. 2924 |   | D |
|---------------|--------|---|

**BOEINGPROPRIETARY**

 

----

 

**ENGINE ESCALATION**

 

 

between

 

THE BOEING COMPANY

 

and

 

NORTHWEST AIRLINES, INC.

 

Exhibit D to Purchase Agreement Number 2294

 
| P.A. No. 2924 |   | D |
|---------------|--------|---|

**BOEINGPROPRIETARY**

----

 

1.                                       ENGINE ESCALATION.

 

TheAircraft Basic Price of each Aircraft set forth in Table 1 of the PurchaseAgreement includes an aggregate price for Rolls-Royce plc Trent 1000 seriesengines and all accessories, equipment and parts provided by the enginemanufacturer (Engines).  The adjustmentin Engine Price applicable to each Aircraft (Engine Price Adjustment) will bedetermined at the time of Aircraft delivery in accordance with the followingformula:

 
|   | 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 |
|        |                        |                                                                                                                                                                                                                                                                                              |  |  |  |  |  |

 
| P.A. No. 2924 |   | D |
|---------------|--------|---|

**BOEINGPROPRIETARY**

 

----

 
|   |   | 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, allcalculations and resulting values will be expressed as a decimal rounded to thenearest ten-thousandth.

 

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

 

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

 

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

 

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

 

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

 
| P.A. No. 2924 |   | D |
|---------------|--------|---|

**BOEINGPROPRIETARY**

 

----

 

2.                                       Values to be Utilized in the Event ofUnavailability.

 

2.1                                 If the Bureau of Labor Statisticssubstantially revises the methodology used for the determination of the valuesto be used to determine the ECI and ICI values (in contrast to benchmarkadjustments or other corrections of previously released values), or for anyreason has not released values needed to determine the applicable Engine PriceAdjustment, 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 anysuch Aircraft, select a substitute from other Bureau of Labor Statistics dataor similar data reported by non-governmental organizations.  Such substitute will result in the sameadjustment, insofar as possible, as would have been calculated utilizing theoriginal values adjusted for fluctuation during the applicable time period.

 

2.2                                 Notwithstanding Article 2.1 above, if priorto the scheduled delivery month of an Aircraft the Bureau of Labor Statisticschanges the base year for determination of the ECI and ICI values as definedabove, such re-based values will be incorporated in the Engine Price Adjustmentcalculation.

 

2.3                                 In the event escalation provisions are madenon-enforceable or otherwise rendered void by any agency of the UnitedStates Government, the parties agree, to the extent they may lawfully do so, toequitably adjust the Engine Price of any affected Aircraft to reflect anallowance for increases or decreases consistent with the applicable provisionsof Paragraph 1 of this Supplemental Exhibit EE1 in labor compensation andmaterial costs occurring since February of the price base year shown in thePurchase Agreement.

 

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

 

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

 
| P.A. No. 2924 |   | D |
|---------------|--------|---|

**BOEINGPROPRIETARY**

 

----

 

**BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT**

 

between

 

**THE BOEING COMPANY**

 

and

 

**NORTHWEST AIRLINES, INC.**

 

 

**Exhibit E**

 

### **To**

 

**Purchase Agreement Number 2924**

 
| P.A. No. 2924 |   | E |
|---------------|--------|---|

**BOEINGPROPRIETARY**

 

----

 

**BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT**

 

**Dated**

 

## Relatingto

 

**BOEING MODEL 787 AIRCRAFT**

 

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

 
| P.A. No. 2924 |   | E   |
|---------------|--------|-----|
|          |   | (i) |

**BOEINGPROPRIETARY**

 

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BUYER FURNISHED EQUIPMENT PROVISIONS DOCUMENT

 

1.                                       General.

 

Certain equipment to beinstalled in the Aircraft is furnished to Boeing by Buyer at Buyer’sexpense.  This equipment is designated “BuyerFurnished Equipment” (BFE) and is listed in the Detail Specification.  Boeing will provide to Buyer a BFERequirements On-Dock/Inventory Document (BFE Document) or an electronicallytransmitted BFE Report which may be periodically revised, setting forth theitems, quantities, on-dock dates and shipping instructions relating to thein-sequence installation of BFE.  Forplanning purposes, a preliminary BFE on-dock schedule, when available, will beprovided to Buyer.

 

2.                                       Supplier Selection.  Buyerwill:

 

2.1                                 Selectand notify Boeing of the suppliers of BFE items by those dates appearing inSupplemental Exhibit BFE1.

 

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

 

2.2.1        completeBFE configuration design requirements for such BFE; and

 

2.2.2        confirmtechnical data submittal requirements for BFE certification.

 

3.                                       Buyer’s Obligations. Buyer will:

 

3.1                                 complywith and cause the supplier to comply with the provisions of the BFE Documentor BFE Report;

 

3.1.1        delivertechnical data (in English) to Boeing as required to support installation andFAA certification in accordance with the schedule provided by Boeing or asmutually agreed upon during the BFE meeting referred to above;

 

3.1.2        deliverBFE including production and/or flight training spares and BFE AircraftSoftware to Boeing in accordance with the quantities and schedule providedtherein; and

 

3.1.3        assurethat all BFE Aircraft Software is delivered in compliance with Boeing’sthen-current Standards for Loadable Systems;

 
| P.A. No. 2924 |   | E-1 |
|---------------|--------|-----|

**BOEINGPROPRIETARY**

 

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3.1.4        assurethat all BFE parts are delivered to Boeing with appropriate quality assurancedocumentation;

 

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

 

3.3           authorizeBoeing to conduct or delegate to the supplier quality source inspection andsupplier hardware acceptance of BFE at the supplier location;

 

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

 

3.3.2        assurethat all BFE supplier’s quality systems are approved to Boeing’s then currentstandards for such systems;

 

3.4           obtainfrom supplier a non-exclusive, perpetual, royalty-free, irrevocable license forBoeing 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 mediato facilitate copying of the BFE Aircraft Software into the aircraft’s MSD, BFEhardware and/or media, including media as Boeing may deliver to Buyer with theaircraft;

 

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

 

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

 

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

 

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

 
| P.A. No. 2924 |   | E-2 |
|---------------|--------|-----|

**BOEING PROPRIETARY**

 

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3.9           beresponsible for modifying, adjusting and/or calibrating BFE as required for FAAapproval and for all related expenses;

 

3.10         assure thata proprietary information agreement is in place between Boeing and BFEsuppliers prior to Boeing providing any documentation to such suppliers,

 

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

 

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

 

3.13         beresponsible for providing equipment which is FAA certifiable at time ofAircraft delivery, or for obtaining waivers from the applicable regulatoryagency for non-FAA certifiable equipment.

 

4.                                       Boeing’s Obligations.

 

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

 

5.                                       Nonperformance by Buyer.

 

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

 

5.1           provideand install specified equipment or suitable alternate equipment and increasethe price of the Aircraft accordingly; and/or

 

5.2           deliverthe Aircraft to Buyer without the BFE installed.

 

6.                                       Return of Equipment.

 

BFE not installed in theAircraft will be returned to Buyer in accordance with Buyer’s instructions andat Buyer’s expense.

 
| P.A. No. 2924 |   | E-3 |
|---------------|--------|-----|

**BOEING PROPRIETARY**

 

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7.                                       Title and Risk of Loss.

 

7.1                                 Withrespect to Aircraft manufactured in the State of Washington, title to and riskof loss of BFE provided for such Aircraft will at all times remain with Buyeror other owner.  Boeing will have onlysuch liability for BFE as a bailee for mutual benefit would have, but will notbe liable for loss of use.

 

7.2                                 Withrespect to Aircraft manufactured in the State of California, Buyer agrees tosell and Boeing agrees to purchase each item of BFE concurrently with itsdelivery to Boeing.  A reasonable shipsetprice for the BFE shall be established with Buyer.  Buyer and Boeing agree that the Aircraft Pricewill be increased by the amount of said shipset price and such amount will beincluded on Boeing’s invoice at time of Aircraft delivery.  Boeing’s payment for the purchase of eachshipset of BFE from Buyer will be made at the time of delivery of the Aircraftin which the BFE is installed.

 

8.                                       Interchange of BFE

 

Toproperly maintain Boeing’s production flow and to preserve Boeing’s deliverycommitments, Boeing reserves the right, if necessary, due to equipmentshortages or failures, to interchange new items of BFE acquired from or forBuyer with new items of the same part numbers acquired from or for other Buyersof Boeing.  Used BFE acquired from Buyeror from other Buyers of Boeing will not be interchanged.

 

9.                                       Indemnification of Boeing.

 

Buyer hereby indemnifies andholds harmless Boeing from and against all claims and liabilities, includingcosts and expenses (including attorneys’ fees) incident thereto or incident tosuccessfully establishing the right to indemnification, for injury to or deathof any person or persons, including employees of Buyer but not employees ofBoeing, 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 anyBFE and whether or not arising in tort or occasioned by the negligence ofBoeing.  This indemnity will not applywith respect to any nonconformance or defect caused solely by Boeing’sinstallation of the BFE.

 

10.                                 Patent Indemnity.

 

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

 
| P.A. No. 2924 |   | E-4 |
|---------------|--------|-----|

**BOEING PROPRIETARY**

 

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11.                                 Definitions.

 

For the purposes of theabove indemnities, the term “Boeing” includes The Boeing Company, itsdivisions, subsidiaries and affiliates, the assignees of each, and theirdirectors, officers, employees and agents.

 
| P.A. No. 2924 |   | E-5 |
|---------------|--------|-----|

**BOEING PROPRIETARY**

 

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AIRCRAFT DELIVERYREQUIREMENTS AND RESPONSIBILITIES

 

between

 

THE BOEING COMPANY

 

and

 

NORTHWEST AIRLINES, INC.

 

Exhibit F to Purchase Agreement Number 2924

 

 
| P.A. No. 2924     | F |
|------------------------|---|
| **BOEING PROPRIETARY** |

 

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Exhibit F to

Purchase Agreement No. 2924

Page 1

 

AIRCRAFT DELIVERY REQUIREMENTS AND RESPONSIBILITIES

 

relating to

 

BOEING MODEL 787 AIRCRAFT

 

Both Boeing and Buyerhave certain documentation and approval responsibilities at various timesduring the construction cycle of Buyer’s Aircraft that are critical to makingthe delivery of each Aircraft a positive experience for both parties.  This Exhibit B documents thoseresponsibilities and indicates recommended completion deadlines for the actionsto be accomplished.

 

1.                                       GOVERNMENTDOCUMENTATION REQUIREMENTS.

 

Certain actions arerequired to be taken by Buyer in advance of the scheduled delivery month ofeach Aircraft with respect to obtaining certain government issueddocumentation.

 

1.1                                 Airworthinessand Registration Documents.

 

Notlater than**6 months prior to delivery** of eachAircraft, Buyer will notify Boeing of the registration number to be painted onthe 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 thepre-delivery testing of the Aircraft.

 

Buyer is responsible forfurnishing any Temporary or Permanent Registration Certificates required by anygovernmental authority having jurisdiction to be displayed aboard the Aircraftafter delivery.

 

1.2                                 Certificateof Sanitary Construction.

 

1.2.1                                 U.S.Registered Aircraft.  Boeing willobtain from the United States Public Health Service, a United StatesCertificate of Sanitary Construction to be displayed aboard each Aircraft afterdelivery to Buyer.

 

1.2.2                                 Non-U.S.Registered Aircraft.  If Buyerrequires a United States Certificate of Sanitary Construction at the time ofdelivery of the Aircraft, Buyer will give written notice thereof to Boeing atleast **3 months prior to delivery**.  Boeing will then use its reasonable bestefforts to obtain the Certificate from 

 
| P.A. No. 2924     | F-1 |
|------------------------|-----|
| **BOEING PROPRIETARY** |

 

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Exhibit F to

Purchase Agreement No. 2924

Page 2

 

the United States PublicHealth Service and present it to Buyer at the time of Aircraft delivery.

 

1.3                                 CustomsDocumentation.

 

1.3.1                                 ImportDocumentation.  If the Aircraft isintended to be exported from the United States, Buyer must notify Boeing notlater than **3 months prior to delivery** of eachAircraft of any documentation required by the customs authorities or by anyother agency of the country of import.

 

1.3.2                                 GeneralDeclaration - U.S.  If the Aircraftis 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 theferry flight of the Aircraft. For this purpose, Buyer will furnish to Boeingnot later than **20 days prior to delivery** allinformation required by U.S. Customs or U.S. Immigration and NaturalizationService, including without limitation (i) a complete crew and passengerlist identifying the names, birth dates, passport numbers and passportexpiration dates of all crew and passengers and (ii) a complete ferryflight itinerary, including point of exit from the United States for theAircraft.

 

If Buyer intends, duringthe ferry flight of an Aircraft, to land at a U.S. airport after clearingCustoms at delivery, Buyer must notify Boeing not later than **20 days prior to delivery** of such intention.  If Boeing receives such notification, Boeingwill 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. stopsscheduled for the ferry flight.

 

1.3.3                                 ExportDeclaration - U.S.  If the Aircraftis intended to be exported from the United States, Boeing will prepare Form 7525Vand, **immediately prior to the ferry flight**,will submit such Form to U.S. Customs in Seattle in order to obtainclearance for the departure of the Aircraft, including any cargo, from theUnited States.  U.S. Customs will deliverthe Export Declaration to the U.S. Department of Commerce after export.

 

2.                                       INSURANCECERTIFICATES.

 

Unlessprovided earlier, Buyer will provide to Boeing not later than **30 days prior to delivery** of the first Aircraft, a copy ofthe requisite annual insurance certificate in accordance with the requirementsof Part E of Exhibit C of the Purchase Agreement.

 
| P.A. No. 2924     | F-2 |
|------------------------|-----|
| **BOEING PROPRIETARY** |

 

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Exhibit F to

Purchase Agreement No. 2924

Page 3

 

3.                                       NOTICEOF FLYAWAY CONFIGURATION.

 

Notlater than **20 days prior to delivery** of theAircraft, Buyer will provide to Boeing a configuration letter stating therequested “flyaway configuration” of the Aircraft for its ferry flight.  This configuration letter should include:

 

(i)                           thename of the company which is to furnish fuel for the ferry flight and anyscheduled post-delivery flight training, the method of payment for such fuel,and fuel load for the ferry flight;

 

(ii)                        thecargo to be loaded and where it is to be stowed on board the Aircraft, theaddress where cargo is to be shipped after flyaway and notification of anyhazardous materials requiring special handling;

 

(iii)                     any BFE equipment to be removedprior to flyaway and returned to Boeing BFE stores for installation on Buyer’ssubsequent Aircraft;

 

(iv)                    acomplete list of names and citizenship of each crew member and non-revenuepassenger who will be aboard the ferry flight; and

 

(v)                       acomplete ferry flight itinerary.

 

4.                                       DELIVERYACTIONS BY BOEING.

 

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

 

4.2                       Schedule ofDemonstration Flights.  All FAA and Buyerdemonstration flights will be scheduled by Boeing for completion prior todelivery of the Aircraft.

 

4.3                       Schedule forBuyer’s Flight Crew.  Boeing willinform Buyer of the date that a flight crew is required for acceptance routinesassociated with delivery of the Aircraft.

 
| P.A. No. 2924     | F-3 |
|------------------------|-----|
| **BOEING PROPRIETARY** |

 

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Exhibit F to

Purchase Agreement No. 2924

Page 4

 

4.4                       FuelProvided by Boeing.  Boeing willprovide to Buyer, without charge, the amount of fuel shown in U.S. gallons inthe table below for the model of Aircraft being delivered and full capacity ofengine oil at the time of delivery or prior to the ferry flight of theAircraft.

 
| **Aircraft Model** | ** ** | **Fuel Provided** |
|--------------------|------------|-------------------|
| 787                |       | ***               |

 

4.5                       FlightCrew 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 flightfor the Aircraft.

 

4.6                       DeliveryPapers, Documents and Data.  Boeingwill have available at the time of delivery of the Aircraft certain deliverypapers, documents and data for execution and delivery.  If the Aircraft will be registered with theFAA, Boeing will pre-position in Oklahoma City, Oklahoma, for filing with theFAA 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                       Delegationof Authority.  If specificallyrequested in advance by Buyer, Boeing will present a certified copy of aResolution of Boeing’s Board of Directors, designating and authorizing certainpersons to act on its behalf in connection with delivery of the Aircraft.

 

5.                                       DELIVERYACTIONS BY BUYER.

 

5.1                       AircraftRadio Station License.  At delivery Buyerwill provide its Aircraft Radio Station License to be placed on board theAircraft following delivery.

 

5.2.                    AircraftFlight Log.  At delivery Buyer willprovide the Aircraft Flight Log for the Aircraft.

 

5.3                       Delegationof Authority.  Buyer will present toBoeing at delivery of the Aircraft an original or certified copy of Buyer’sDelegation of Authority designating and authorizing certain persons to act onits behalf in connection with delivery of the specified Aircraft.

 
| P.A. No. 2924     | F-4 |
|------------------------|-----|
| **BOEING PROPRIETARY** |

 

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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 andsupplements the Purchase Agreement.  Allterms used but not defined in this Letter Agreement have the same meaning as inthe Purchase Agreement.

 

Boeing agrees to provideCustomer with the performance guarantees for the 787-8 equipped with GeneralElectric GEnx engines (Attachment A and B) and Rolls Royce Trent 1000 engines(Attachment C and D).  Except as setforth therein, these guarantees are exclusive and expire upon delivery of theAircraft to Customer provided, however, ***

 

Customer agrees not todisclose this Letter Agreement, attachments, or any other information relatedto this Letter Agreement without prior written consent by Boeing, except asotherwise required by law.

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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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**

 

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Attachment A to LetterAgreement No.

6-1162-SKC-971

GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

 

**MODEL787-8 PERFORMANCE GUARANTEES**

** **

**FORNORTHWEST 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**

 

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Attachment A to LetterAgreement No.

6-1162-SKC-971

GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

 

**1****                                                                                        ****AIRCRAFT MODEL APPLICABILITY**

 

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

 

**2**                                                                                         FLIGHT PERFORMANCE

** **

**2.1**                                                                               Takeoff

** **

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

 

***

 

Conditions:

 

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

 

***

 

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

 

***

 

Conditions:

 

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

 

***

 

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

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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Attachment A to LetterAgreement No.

6-1162-SKC-971

GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

 

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

 

***

 

Conditions:

 

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

 

***

 

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

 

***

 

Conditions:

 

The runway slopeis *** percent downhill.

 

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

 

***

 

**2.2**                                                                               Landing

** **

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

 

***

 

**2.2.2**                                                                     The FAA approved approach and landingclimb limited gross weight at a temperature of ***, at an altitude of ***, andwith 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**

 

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Attachment A to LetterAgreement No.

6-1162-SKC-971

GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

 

**2.3**                                                                               Enroute One-Engine-Inoperative Altitude

** **

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

 

***

 

**2.4**                                                                               Speed

** **

The level flightspeed at a gross weight of *** on a standard day at an altitude of *** andusing not more than maximum cruise thrust, shall not be less than the followingguarantee 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, fuelburn 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 andoperating rules defined below and using not more than maximum climbthrust, shall not be more than the following guarantee value:

 

***

 

Conditions andoperating 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**

 

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Attachment A to LetterAgreement No.

6-1162-SKC-971

GEnx Engines

221 Passenger Interior (8Abreast 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 airrange 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 morethan maximum cruise thrust (except maximum climb thrust may be used during astep climb) and using the conditions and operating rules defined below,shall not be less than the following guarantee value:

 

***

 

Conditions andoperating rules:

 

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

 

**2.7.2**                                                                     Fleet Average Cruise Range

** **

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

 

***

P.A. No. 2924

**BOEING PROPRIETARY**

 

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Attachment A to LetterAgreement No.

6-1162-SKC-971

GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

 

Conditions andoperating rules:

 

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

 

**2.8**                                                                               Mission

 

**2.8.1****                                                                    ****Mission Payload**

 

The payload for astage length of *** in still air (representative of a *** route in the winterseason) using the conditions and operating rules defined below, shall notbe less than the following guarantee value:

 

***

 

Conditions andoperating rules:

 

***

 

The takeoff gross weightshall conform to FAA Regulations.

 

***

 

**2.8.2**                                                                     Mission Payload

** **

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

 

***

 

Conditions andoperating 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**

** **

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** **

Attachment A to LetterAgreement No.

6-1162-SKC-971

GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

** **

**2.8.3**                                                                     ***

** **

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

 

***

 

Conditions andoperating rules are the same as Paragraph 2.8.2 except as follows:

 

***

 

**2.8.4****                                                                    ****Fleet Average Mission Payload**

 

The fleet averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route in the winter season) using the conditionsand operating rules defined below, shall not be less than the followingguarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.1

 

**2.8.5****                                                                    ****Fleet Average Mission Payload**

 

The fleet averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route during the summer season) using theconditions and operating rules defined below, shall not be less than thefollowing guarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.2

 

**2.8.6****                                                                    *****

 

The fleet averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route during the summer season) using theconditions and operating rules defined below, shall not be less than thefollowing guarantee value:

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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Attachment A to LetterAgreement No.

6-1162-SKC-971

GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.3

 

**2.8.7****                                                                    ****Mission Block Fuel**

 

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

 

***

 

Conditions andoperating 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

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Attachment A to LetterAgreement No.

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GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

 

**2.8.8****                                                                    ****Fleet Average Mission Block Fuel**

 

The fleet averageblock 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 usingthe conditions and operating rules defined below, shall not be more thanthe following guarantee value:

 

***

 

Conditions andoperating rules are the same as Paragraph 2.8.7

 

**2.8.9****                                                                    ****OperationalEmpty Weight Basis**

 

TheOperational Empty Weight (OEW) derived in Paragraph 2.8.10 is the basis for themission 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****                                                              WeightSummary - Northwest Airlines**

 

**2.8.11**                                                              ***

 

**2.8.12**                                                              ***

 

**3****                                                                                         SOUND LEVELS**

 

**3.1**                                                                               **Community Sound Levels**

 

TheAircraft 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 tothe Chapter 4 / Stage 4 Rule shall not be less than ***.

 

**3.3**                                                                               Interior Sound Levels in Flight

** **

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

 

A-Weighted SoundPressure Levels

 
| Pilot’s Inboard Ear |   | ***    |
|--------------------------|--------|--------|
|                     |   |   |
| Passenger Aisle Seats    |   | ***    |
| Forward of ***           |   |   |
|                     |   |   |
| Passenger Aisle Seats    |   | ***    |
| At ***                   |   |   |

 

P.A. No. 2924

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Attachment A to LetterAgreement No.

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GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

 

SpeechInterference Levels

 
| Pilot’s Inboard Ear |       | ***        |
|--------------------------|------------|------------|
| ** **               | ** ** | ** ** |
| Passenger Aisle Seats    |       | ***        |
| At ***                   |       |       |

 

**4****                                                                                        ****MANUFACTURER’S EMPTY WEIGHT**

 

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

 

**4.2**                                                                               The Maximum Structural Payload, asrepresented by the maximum design ***, shallnot be less than the following guarantee value for any individual aircraft:

 

***

 

**4.3**                                                                               The Fleet Average Manufacturer’s EmptyWeight (MEW) for a fleet of at least ***, as defined by the average of theindividual Aircraft MEWs at delivery from Paragraph 4.1 above, is guaranteednot to exceed the average of the individual Aircraft MEWs in Section 03-60-00of Detail Specification TBD*******.

 

**4.4**                                                                               The Fleet AverageMaximum Structural Payload for a fleet of at least ***, asrepresented by the maximum design *** from Paragraph 2.8.11, shall not be less than the following guaranteevalue:

 

***

 

**5****                                                                                        ****AIRCRAFT CONFIGURATION**

 

**5.1**                                                                               The guarantees contained in thisAttachment are based on the Aircraft configuration as defined in the originalrelease of Detail Specification TBD (hereinafter referred to as the DetailSpecification).  Appropriate adjustmentshall be made for changes in such Detail Specification approved by the Buyerand Boeing or otherwise allowed by the Purchase Agreement which cause changesto the flight performance, sound levels, and/or weight and balance of theAircraft.  Such adjustment shall beaccounted for by Boeing in its evidence of compliance with the guarantees.

 

**5.2**                                                                               The guarantee payloads of Paragraphs2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, and 2.8.6, the specified payloads ofParagraphs 2.8.7 and 2.8.8, the Maximum Structural Payload guarantee ofParagraph 4.2 and the Fleet Average 

 

P.A. No. 2924

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Attachment A to LetterAgreement No.

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GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

 

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

 

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

 

(2)        The difference between the componentweight allowances given in Appendix IV of the Detail Specification and theactual seat weights.

 

**6**                                                                                         GUARANTEE CONDITIONS

** **

**6.1****                                                                              *****.

 

**6.2****                                                                              **The FAA Regulations (FAR) referred to inthis Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1through 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 suchlaw, governmental regulation or requirement that affects the certificationbasis for the Aircraft as described in Paragraphs 3.1 and 6.2, and as a resultthereof, a change is made to the configuration and/or the performance of theAircraft in order to obtain certification, the guarantees set forth in thisAttachment 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 ofSections 2, 3, and 4 shall be based on the conditions specified in thosesections, the Aircraft configuration of Section 5 and the guaranteeconditions of Section 6.

 

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

 

P.A. No. 2924

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Attachment A to LetterAgreement No.

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GEnx Engines

221 Passenger Interior (8Abreast Economy Seating)

 

be based on the FAAapproved 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 ofthe mission guarantees shall be established by calculations based on flighttest data obtained from an aircraft in a configuration similar to that definedby the Detail Specification, equipped with GEnx engines.

 

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

 

**7.5****                                                                              *****

 

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

 

**7.7**                                                                               Compliance with the Fleet Average CruiseRange guarantee, Fleet Average Mission Payload, and Fleet Average Mission BlockFuel guarantees shall be demonstrated upon completion of the flight testing forthe *** that uses the Demonstration Method of compliance set forth in LetterAgreement 6-1162-SKC-0973 and upon completion of each additional aircraftflight tested using the Demonstration Method. Such compliance will only be based on aircraft test results using theDemonstration Method.  Compliance withthe Fleet Average MEW guarantee and the Fleet Average Maximum StructuralPayload guarantee shall be demonstrated upon delivery of the *** in order ofdelivery and upon delivery of each subsequent Aircraft.

 

**7.8****                                                                              **The data derived from tests shall beadjusted as required by conventional methods of correction, interpolation orextrapolation in accordance with established engineering practices to showcompliance with these guarantees.

 

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

 

**7.10**                                                                        Compliance with the guarantee forinterior sound levels in flight shall be demonstrated by a report based on asound level survey on the Buyer’s Aircraft, a production 787-8 aircraft, oranother aircraft acoustically similar to the Buyer’s Aircraft, whichever isavailable as determined by 

 

P.A. No. 2924

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Attachment A to LetterAgreement No.

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GEnx Engines

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Boeing.  These sound levels shallbe adjusted for sound level changes resulting from Buyer Furnished Equipment,Boeing Purchased Equipment, and from changes to the Detail Specificationapproved by the Buyer and Boeing or otherwise allowed by the PurchaseAgreement.

 

**8**                                                                                         EXCLUSIVE GUARANTEES

** **

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

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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Attachment B to LetterAgreement No.

6-1162-SKC-971

GEnx Engines

236 Passenger Interior (9Abreast Economy Seating)

 

**MODEL787-8 PERFORMANCE GUARANTEES**

** **

**FORNORTHWEST 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

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Attachment B to LetterAgreement No.

6-1162-SKC-971

GEnx Engines

236 Passenger Interior (9Abreast Economy Seating)

 

**1****                                                                                        ****AIRCRAFT MODEL APPLICABILITY**

 

The guaranteescontained in this Attachment (the “Performance Guarantees”) are applicable tothe 787-8 Aircraft with a maximum takeoff weight of ***,****amaximum ***, a fuel capacity of *** U.S. gallons, equipped with Boeingfurnished 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 atthe start of ground roll, at a temperature of ***, at an altitude of ***, froma *** runway, satisfying the conditions defined below, and using maximumtakeoff thrust, shall not be less than the following guarantee value:

 

***

 

Conditions:

 

***

 

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

 

***

 

Conditions:

 

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

 

***

 

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

 

***

 

Conditions:

 

P.A. No. 2924

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Attachment B to LetterAgreement No.

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GEnx Engines

236 Passenger Interior (9Abreast Economy Seating)

 

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

 

***

 

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

 

***

 

Conditions:

 

***

 

**2.2**                                                                               Landing

** **

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

 

***

 

**2.2.2**                                                                     The FAA approved approach and landingclimb limited gross weight at a temperature of ***, at an altitude of ***, andwith 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 theavailable gross climb gradient equals *** at a gross weight of ***  on a standard day using not more than maximumcontinuous thrust, shall not be less than the following guarantee value:

 

***

 

**2.4**                                                                               Speed

** **

The level flightspeed at a gross weight of *** on a standard day at an altitude of *** andusing not more than maximum cruise thrust, shall not be less than the followingguarantee value:

 

P.A. No. 2924

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Attachment B to LetterAgreement No.

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GEnx Engines

236 Passenger Interior (9Abreast Economy Seating)

 

***

 

**2.5**                                                                               **Maximum Operating Speed**

 

The FAA approved maximum operating speed shall not be less than *** up to the altitude of *** andup to the altitude of *** numberabove ***.

 

**2.6**                                                                               All Engine Climb

** **

The time, fuelburn 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 andoperating rules defined below and using not more than maximum climbthrust, shall not be more than the following guarantee value:

 

***

 

Conditions andoperating rules:

 

***

 

**2.7**                                                                               Range

** **

**2.7.1**                                                                     Cruise Range

** **

The still airrange 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 morethan maximum cruise thrust (except maximum climb thrust may be used during astep climb) and using the conditions and operating rules defined below,shall not be less than the following guarantee value:

 

***

 

Conditions andoperating rules:

 

***

 

**2.7.2**                                                                     Fleet Average Cruise Range

** **

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

 

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Attachment B to LetterAgreement No.

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***

 

Conditions andoperating rules:

 

***

 

**2.8****                                                                              ****Mission**

 

**2.8.1****                                                                    ****Mission Payload**

 

The payload for astage length of *** in still air (representative of a *** route in the winterseason) using the conditions and operating rules defined below, shall notbe less than the following guarantee value:

 

***

 

Conditions andoperating 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 astage length of *** in still air (representative of a *** route during thesummer season) using the conditions and operating rules defined below,shall not be less than the following guarantee value:

 

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Attachment B to LetterAgreement No.

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***

 

Conditions andoperating 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 astage length of *** in still air (representative of a *** route during thesummer season) using the conditions and operating rules defined below,shall not be less than the following guarantee value:

 

***

 

Conditions andoperating 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: |
|              |                                                                                                                                                                    |
|              | ***                                                                                                                                                                     |

 

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Attachment B to LetterAgreement No.

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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 averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route in the winter season) using the conditionsand operating rules defined below, shall not be less than the followingguarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.1

 

**2.8.5****                                                                    ****Fleet Average Mission Payload**

 

The fleet averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route during the summer season) using theconditions and operating rules defined below, shall not be less than thefollowing guarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.2

 

**2.8.6****                                                                    *****

 

The fleet averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route during the summer season) using theconditions and operating rules defined below, shall not be less than thefollowing guarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.3

 

**2.8.7****                                                                    ****Mission Block Fuel**

 

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

 

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Attachment B to LetterAgreement No.

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GEnx Engines

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

 

***

 

Conditions andoperating 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 averageblock 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 usingthe conditions and operating rules defined below, shall not be more thanthe following guarantee value:

 

***

 

Conditions andoperating rules are the same as Paragraph 2.8.7

 

**2.8.9****                                                                    ****OperationalEmpty Weight Basis**

 

TheOperational Empty Weight (OEW) derived in Paragraph 2.8.10 is the basis for themission 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****                                                              WeightSummary - Northwest Airlines**

** **

*******

 

**2.8.11****                                                              Standardand Operational Items Allowances**

 

*******

 

**2.8.12****                                                              *****

 

P.A. No. 2924

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Attachment B to LetterAgreement No.

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GEnx Engines

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** **

**3**                                                                                         SOUND LEVELS

** **

**3.1**                                                                               **Community Sound Levels**

 

TheAircraft 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 tothe Chapter 4 / Stage 4 Rule shall not be less than ***.

 

**3.3**                                                                               Interior Sound Levels in Flight

** **

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

 

A-Weighted SoundPressure Levels

 
| Pilot’s Inboard Ear |   | ***    |
|--------------------------|--------|--------|
|                     |   |   |
| Passenger Aisle Seats    |   | ***    |
| Forward of ***           |   |   |
|                     |   |   |
| Passenger Aisle Seats    |   | ***    |
| At ***                   |   |   |

 

SpeechInterference Levels

 
| Pilot’s Inboard Ear |       | ***        |
|--------------------------|------------|------------|
| ** **               | ** ** | ** ** |
| Passenger Aisle Seats    |       | ***        |
| At ***                   |       |       |

 

**4****                                                                                        ****MANUFACTURER’S EMPTY WEIGHT**

 

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

 

**4.2**                                                                               The Maximum Structural Payload, asrepresented by the maximum design ***shall notbe less than the following guarantee value for any individual aircraft:

 

***

 

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

 

P.A. No. 2924

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Attachment B to LetterAgreement No.

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**4.4**                                                                               The Fleet AverageMaximum 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 thisAttachment are based on the Aircraft configuration as defined in the originalrelease of Detail Specification TBD (hereinafter referred to as the DetailSpecification).  Appropriate adjustmentshall be made for changes in such Detail Specification approved by the Buyerand Boeing or otherwise allowed by the Purchase Agreement which cause changesto the flight performance, sound levels, and/or weight and balance of theAircraft.  Such adjustment shall beaccounted for by Boeing in its evidence of compliance with the guarantees.

 

**5.2**                                                                               The guarantee payloads of Paragraphs2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, and 2.8.6, the specified payloads ofParagraphs 2.8.7 and 2.8.8, the Maximum Structural Payload guarantee ofParagraph 4.2 and the Fleet Average Maximum Structural Payload guarantee ofParagraph 4.4 will be adjusted by Boeing for the effect of the following onOEW, and the Manufacturer’s Empty Weight guarantee of Paragraph 4.1 and theFleet Average Manufacturer’s Empty Weight guarantee of Paragraph 4.3 will beadjusted by Boeing for the following in its evidence of compliance with theguarantees:

 

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

 

(2)        The difference between the componentweight allowances given in Appendix IV of the Detail Specification and theactual seat weights.

 

**6**                                                                                         GUARANTEE CONDITIONS

** **

**6.1****                                                                              *****.

 

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

 

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Attachment B to LetterAgreement No.

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GEnx Engines

236 Passenger Interior (9Abreast Economy Seating)

 

**6.3****                                                                              **In the event a change is made to any law,governmental regulation or requirement, or in the interpretation of any suchlaw, governmental regulation or requirement that affects the certificationbasis for the Aircraft as described in Paragraphs 3.1 and 6.2, and as a resultthereof, a change is made to the configuration and/or the performance of theAircraft in order to obtain certification, the guarantees set forth in thisAttachment 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 ofSections 2, 3, and 4 shall be based on the conditions specified in thosesections, the Aircraft configuration of Section 5 and the guaranteeconditions of Section 6.

 

**7.2****                                                                              **Compliance with the takeoff, landing, theapproach and landing climb limited weight, enroute one-engine-inoperativealtitude guarantees, maximum operating speed, and with the takeoff portion ofthe mission guarantees and the sound level guarantees of paragraphs 3.1 and 3.2shall 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 ofthe mission guarantees shall be established by calculations based on flighttest data obtained from an aircraft in a configuration similar to that definedby the Detail Specification, equipped with GEnx engines.

 

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

 

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

 

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

 

**7.7**                                                                               Compliance with the Fleet Average CruiseRange guarantee, Fleet Average Mission Payload, and Fleet Average Mission BlockFuel guarantees shall be demonstrated upon completion of the flight testing forthe *** that uses the Demonstration Method of compliance set forth in 

 

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Attachment B to LetterAgreement No.

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GEnx Engines

236 Passenger Interior (9Abreast Economy Seating)

 

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

 

**7.8****                                                                              **The data derived from tests shall beadjusted as required by conventional methods of correction, interpolation orextrapolation in accordance with established engineering practices to showcompliance with these guarantees.

 

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

 

**7.10**                                                                        Compliance with the guarantee forinterior sound levels in flight shall be demonstrated by a report based on asound level survey on the Buyer’s Aircraft, a production 787-8 aircraft, oranother aircraft acoustically similar to the Buyer’s Aircraft, whichever isavailable as determined by Boeing.  Thesesound levels shall be adjusted for sound level changes resulting from BuyerFurnished Equipment, Boeing Purchased Equipment, and from changes to the DetailSpecification approved by the Buyer and Boeing or otherwise allowed by thePurchase Agreement.

 

**8**                                                                                         EXCLUSIVE GUARANTEES

** **

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

 

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**MODEL787-8 PERFORMANCE GUARANTEES**

** **

**FORNORTHWEST 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     |
|------------------------|
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**1****                                                                                        ****AIRCRAFT MODEL APPLICABILITY**

 

The guaranteescontained in this Attachment (the “Performance Guarantees”) are applicable tothe 787-8 Aircraft with a maximum takeoff weight of *******amaximum landing weight of ***, a maximum zero fuel weight of ***, a fuelcapacity of ***, equipped with Boeing furnished Trent 1000 engines operated ata 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 atthe start of ground roll, at a temperature of ***, at an altitude of ***, froma *** runway, satisfying the conditions defined below, and using maximumtakeoff thrust, shall not be less than the following guarantee value:

 

***

 

Conditions:

 

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

 

***

 

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

 

***

 

Conditions:

 

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

 

*******

 

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

 

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the conditions defined below, and using maximum takeoff thrust, shallnot be less than the following guarantee value:

 

***

 

Conditions:

 

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

 

***

 

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

 

***

 

Conditions:

 

The runway slopeis *** downhill.

 

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

 

*******

** **

**2.2**                                                                               Landing

** **

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

 

***

 

**2.2.2**                                                                     The FAA approved approach and landingclimb limited gross weight at a temperature of ***, at an altitude of ***, andwith 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 theavailable gross climb gradient equals *** at a gross weight of *** on astandard day using not more than maximum continuous thrust, shall not be lessthan the following guarantee value:

 

***

 

**2.4**                                                                               Speed

** **

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

 

***

 

**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, fuelburn 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 andoperating rules defined below and using not more than maximum climbthrust, shall not be more than the following guarantee value:

 

***

 

Conditions andoperating rules:

 

***

 

**2.7**                          Range

** **

**2.7.1**                       Cruise Range

** **

The still airrange 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 morethan maximum cruise thrust (except maximum climb thrust may be used during astep climb) and using the conditions and 

 

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

 

***

 

Conditions andoperating rules:

 

***

 

**2.7.2**                                                                     Fleet Average Cruise Range

** **

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

 

***

 

Conditions andoperating rules:

 

***

 

**2.8****                                                                              ****Mission**

 

**2.8.1****                                                                    ****Mission Payload**

 

The payload for astage length of *** in still air (representative of a *** route in the winterseason) using the conditions and operating rules defined below, shall not beless than the following guarantee value:

 

***

 

Conditions andoperating 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 astage length of *** in still air (representative of a *** route during thesummer season) using the conditions and operating rules defined below,shall not be less than the following guarantee value:

 

***

 

Conditions andoperating 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 astage length of *** in still air (representative of a *** route during thesummer season) using the conditions and operating rules defined below,shall not be less than the following guarantee value:

 

***

 

Conditions andoperating 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 averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route in the winter season) using the conditionsand operating rules defined below, shall not be less than the followingguarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.1

 

**2.8.5****                                                                    ****Fleet Average Mission Payload**

 

The fleet averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route during the summer season) using theconditions and operating rules defined below, shall not be less than thefollowing guarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.2

 

**2.8.6****                                                                    *****

 

The fleet averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route during the summer season) using theconditions and operating rules defined below, shall not be less than thefollowing guarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.3

 

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**2.8.7****                                                                    ****Mission Block Fuel**

 

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

 

***

 

Conditions andoperating 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 averageblock 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 usingthe conditions and operating rules defined below, shall not be more thanthe following guarantee value:

 

***

 

Conditions andoperating rules are the same as Paragraph 2.8.7

 

**2.8.9****                                                                    ****OperationalEmpty Weight Basis**

 

TheOperational Empty Weight (OEW) derived in Paragraph 2.8.10 is the basis for themission 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****                                                              WeightSummary - Northwest Airlines**

***

 

**2.8.11****                                                             ****Standard and Operational ItemsAllowances**

***

 

**2.8.12****                                                             *****

 

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**3****                                                                                        ****SOUND LEVELS**

 

**3.1**                                                                               **Community Sound Levels**

 

TheAircraft 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 tothe Chapter 4 / Stage 4 Rule shall not be less than ***.

 

**3.3**                                                                               Interior Sound Levels in Flight

** **

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

 

A-Weighted SoundPressure Levels

 
| Pilot’s Inboard Ear |   | ***    |
|--------------------------|--------|--------|
|                     |   |   |
| Passenger Aisle Seats    |   | ***    |
| Forward of ***           |   |   |
|                     |   |   |
| Passenger Aisle Seats    |   | ***    |
| At ***                   |   |   |

 

SpeechInterference Levels

 
| Pilot’s Inboard Ear |       | ***        |
|--------------------------|------------|------------|
| ** **               | ** ** | ** ** |
| Passenger Aisle Seats    |       | ***        |
| At ***                   |       |       |

 

**4****                                                                                        ****MANUFACTURER’S EMPTY WEIGHT**

 

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

 

**4.2**                                                                               The Maximum Structural Payload, asrepresented by the maximum design zero fuel weight minus the MEW from Paragraph4.1 minus the Standard and OperationalItems Allowance from Paragraph 2.8.11, shall not be less than thefollowing guarantee value for any individual aircraft:

 

***

 

**4.3**                                                                               The Fleet Average Manufacturer’s EmptyWeight (MEW) for a fleet of at least ***, as defined by the average of theindividual Aircraft MEWs at delivery from Paragraph 4.1 above, is guaranteednot to exceed the 

 

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

 

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

 

***

 

**5****                                                                                        ****AIRCRAFT CONFIGURATION**

 

**5.1**                                                                               The guarantees contained in thisAttachment are based on the Aircraft configuration as defined in the originalrelease of Detail Specification TBD (hereinafter referred to as the DetailSpecification).  Appropriate adjustmentshall be made for changes in such Detail Specification approved by the Buyerand Boeing or otherwise allowed by the Purchase Agreement which cause changesto the flight performance, sound levels, and/or weight and balance of theAircraft.  Such adjustment shall beaccounted for by Boeing in its evidence of compliance with the guarantees.

 

**5.2**                                                                               The guarantee payloads of Paragraphs2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, and 2.8.6, the specified payloads ofParagraphs 2.8.7 and 2.8.8, the Maximum Structural Payload guarantee ofParagraph 4.2 and the Fleet Average Maximum Structural Payload guarantee ofParagraph 4.4 will be adjusted by Boeing for the effect of the following onOEW, and the Manufacturer’s Empty Weight guarantee of Paragraph 4.1 and theFleet Average Manufacturer’s Empty Weight guarantee of Paragraph 4.3 will beadjusted by Boeing for the following in its evidence of compliance with theguarantees:

 

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

 

(2)        The difference between the componentweight allowances given in Appendix IV of the Detail Specification and theactual seat weights.

 

**6**                                                                                         GUARANTEE CONDITIONS

** **

**6.1****                                                                              *****

 

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

 

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Amendments 25-1through 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 suchlaw, governmental regulation or requirement that affects the certificationbasis for the Aircraft as described in Paragraphs 3.1 and 6.2, and as a resultthereof, a change is made to the configuration and/or the performance of theAircraft in order to obtain certification, the guarantees set forth in this Attachmentshall 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 ofSections 2, 3, and 4 shall be based on the conditions specified in thosesections, the Aircraft configuration of Section 5 and the guaranteeconditions of Section 6.

 

**7.2****                                                                              **Compliance with the takeoff, landing, theapproach and landing climb limited weight, enroute one-engine-inoperative altitudeguarantees, maximum operating speed, and with the takeoff portion of themission guarantees and the sound level guarantees of paragraphs 3.1 and 3.2shall 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 ofthe mission guarantees shall be established by calculations based on flighttest data obtained from an aircraft in a configuration similar to that definedby the Detail Specification, equipped with Trent 1000 engines.

 

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

 

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

 

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

 

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**7.7**                                                                               Compliance with the Fleet Average CruiseRange guarantee, Fleet Average Mission Payload, and Fleet Average Mission BlockFuel guarantees shall be demonstrated upon completion of the flight testing forthe *** that uses the Demonstration Method of compliance set forth in LetterAgreement 6-1162-SKC-0973 and upon completion of each additional aircraftflight tested using the Demonstration Method. Such compliance will only be based on aircraft test results using theDemonstration Method.  Compliance withthe Fleet Average MEW guarantee and the Fleet Average Maximum StructuralPayload guarantee shall be demonstrated upon delivery of the *** in order ofdelivery and upon delivery of each subsequent Aircraft.

 

**7.8****                                                                              **The data derived from tests shall beadjusted as required by conventional methods of correction, interpolation orextrapolation in accordance with established engineering practices to showcompliance with these guarantees.

 

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

 

**7.10**                                                                        Compliance with the guarantee forinterior sound levels in flight shall be demonstrated by a report based on asound level survey on the Buyer’s Aircraft, a production 787-8 aircraft, oranother aircraft acoustically similar to the Buyer’s Aircraft, whichever isavailable as determined by Boeing.  Thesesound levels shall be adjusted for sound level changes resulting from BuyerFurnished Equipment, Boeing Purchased Equipment, and from changes to the DetailSpecification approved by the Buyer and Boeing or otherwise allowed by thePurchase Agreement.

 

**8**                                                                                         EXCLUSIVE GUARANTEES

** **

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

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

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**MODEL787-8 PERFORMANCE GUARANTEES**

** **

**FORNORTHWEST 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**

 

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**1****                                                                                        ****AIRCRAFT MODEL APPLICABILITY**

 

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

 

**2**                                                                                         FLIGHT PERFORMANCE

** **

**2.1**                                                                               Takeoff

** **

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

 

***

 

Conditions:

 

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

 

***

 

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

 

***

 

Conditions:

 

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

 

***

 

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

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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***

 

Conditions:

 

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

 

***

 

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

 

***

 

Conditions:

 

***

 

**2.2**                                                                               Landing

** **

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

 

***

 

**2.2.2**                                                                     The FAA approved approach and landingclimb limited gross weight at a temperature of ***, at an altitude of ***, andwith 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 theavailable gross climb gradient equals *** on a standard day using not more thanmaximum continuous thrust, shall not be less than the following guaranteevalue:

 

***

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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**2.4**                                                                               Speed

** **

The level flightspeed at a gross weight of *** on a standard day at an altitude of *** andusing not more than maximum cruise thrust, shall not be less than the followingguarantee value:

 

***

 

**2.5**                                                                               **Maximum Operating Speed**

 

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

 

**2.6**                                                                               All Engine Climb

** **

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

 

***

 

Conditions andoperating rules:

 

***

 

**2.7**                                                                               Range

** **

**2.7.1**                                                                     Cruise Range

** **

The still airrange 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 morethan maximum cruise thrust (except maximum climb thrust may be used during a stepclimb) and using the conditions and operating rules defined below, shallnot be less than the following guarantee value:

 

***

 

Conditions andoperating rules:

 

***

 

**2.7.2**                                                                     Fleet Average Cruise Range

** **

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

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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of *** andconsuming *** of fuel, and using not more than maximum cruise thrust (exceptmaximum climb thrust may be used during a step climb) and using the conditionsand operating rules defined below, shall not be less than the followingguarantee value:

 

***

 

Conditions andoperating rules:

 

***

 

**2.8****                                                                              ****Mission**

 

**2.8.1****                                                                    ****Mission Payload**

 

The payload for astage length of *** in still air (representative of a *** route in the winterseason) using the conditions and operating rules defined below, shall notbe less than the following guarantee value:

 

***

 

Conditions andoperating 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 astage length of *** in still air (representative of a *** route during thesummer season) using the conditions and operating rules defined below,shall not be less than the following guarantee value:

 

***

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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Conditions andoperating 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 astage length of *** in still air (representative of a *** route during thesummer season) using the conditions and operating rules defined below,shall not be less than the following guarantee value:

 

***

 

Conditions andoperating 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 averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route in the winter season) 

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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using theconditions and operating rules defined below, shall not be less than thefollowing guarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.1

 

**2.8.5****                                                                    ****Fleet Average Mission Payload**

 

The fleet averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route during the summer season) using theconditions and operating rules defined below, shall not be less than thefollowing guarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.2

 

**2.8.6****                                                                    *****

 

The fleet averagemission payload for a fleet of at least *** for a stage length of *** in stillair (representative of a *** route during the summer season) using theconditions and operating rules defined below, shall not be less than thefollowing guarantee value:

 

***

 

Conditions andoperating rules:

 

Conditions andoperating rules are the same as Paragraph 2.8.3

 

**2.8.7****                                                                    ****Mission Block Fuel**

 

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

 

***

 

Conditions andoperating rules:

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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***

 
| 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 averageblock 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 usingthe conditions and operating rules defined below, shall not be more thanthe following guarantee value:

 

***

 

Conditions andoperating rules are the same as Paragraph 2.8.7

 

**2.8.9****                                                                    ****OperationalEmpty Weight Basis**

 

TheOperational Empty Weight (OEW) derived in Paragraph 2.8.10 is the basis for themission 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****                                                              WeightSummary - Northwest Airlines**

***

 

**2.8.11****                                                              Standardand Operational Items Allowances**

***

 

**2.8.12**                                                              ***

 

**3****                                                                                        ****SOUND LEVELS**

 

**3.1**                                                                               **Community Sound Levels**

 

TheAircraft 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 tothe Chapter 4 / Stage 4 Rule shall not be less than ***.

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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**3.3**                                                                               Interior Sound Levels in Flight

** **

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

 

***

 

**4****                                                                                        ****MANUFACTURER’S EMPTY WEIGHT**

 

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

 

**4.2**                                                                               The Maximum Structural Payload, asrepresented by the maximum design zero fuel weight minus the MEW from Paragraph4.1 minus the Standard and OperationalItems Allowance from Paragraph 2.8.11, shall not be less than thefollowing guarantee value for any individual aircraft:

 

***

 

**4.3**                                                                               The Fleet Average Manufacturer’s EmptyWeight (MEW) for a fleet of at least ***, as defined by the average of theindividual Aircraft MEWs at delivery from Paragraph 4.1 above, is guaranteednot to exceed the average of the individual Aircraft MEWs in Section 03-60-00of Detail Specification TBD*******.

 

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

 

***

 

**5****                                                                                        ****AIRCRAFT CONFIGURATION**

 

**5.1**                                                                               The guarantees contained in thisAttachment are based on the Aircraft configuration as defined in the originalrelease of Detail Specification TBD (hereinafter referred to as the DetailSpecification).  Appropriate adjustmentshall be made for changes in such Detail Specification approved by the Buyerand Boeing or otherwise allowed by the Purchase Agreement which cause changesto the flight performance, sound levels, and/or weight and balance of theAircraft.  Such adjustment shall beaccounted for by Boeing in its evidence of compliance with the guarantees.

 

**5.2**                                                                               The guarantee payloads of Paragraphs2.8.1, 2.8.2, 2.8.3, 2.8.4, 2.8.5, and 2.8.6, the specified payloads ofParagraphs 2.8.7 and 2.8.8, the Maximum 

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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Attachment D to LetterAgreement No.

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Structural Payload guarantee of Paragraph 4.2 and the Fleet AverageMaximum Structural Payload guarantee of Paragraph 4.4 will be adjusted byBoeing for the effect of the following on OEW, and the Manufacturer’s EmptyWeight guarantee of Paragraph 4.1 and the Fleet Average Manufacturer’s Empty Weightguarantee of Paragraph 4.3 will be adjusted by Boeing for the following in itsevidence of compliance with the guarantees:

 

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

 

(2)        The difference between the componentweight allowances given in Appendix IV of the Detail Specification and theactual seat weights.

 

**6**                                                                                         GUARANTEE CONDITIONS

** **

**6.1****                                                                              *****

 

**6.2****                                                                              **The FAA Regulations (FAR) referred to inthis Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1through 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 suchlaw, governmental regulation or requirement that affects the certificationbasis for the Aircraft as described in Paragraphs 3.1 and 6.2, and as a resultthereof, a change is made to the configuration and/or the performance of theAircraft in order to obtain certification, the guarantees set forth in thisAttachment 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 ofSections 2, 3, and 4 shall be based on the conditions specified in thosesections, the Aircraft configuration of Section 5 and the guaranteeconditions of Section 6.

 

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

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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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 ofthe mission guarantees shall be established by calculations based on flighttest data obtained from an aircraft in a configuration similar to that definedby the Detail Specification, equipped with Trent 1000 engines.

 

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

 

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

 

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

 

**7.7**                                                                               Compliance with the Fleet Average CruiseRange guarantee, Fleet Average Mission Payload, and Fleet Average Mission BlockFuel guarantees shall be demonstrated upon completion of the flight testing forthe fifth (5) airplane that uses the Demonstration Method of complianceset forth in Letter Agreement 6-1162-SKC-0973 and upon completion of eachadditional aircraft flight tested using the Demonstration Method.  Such compliance will only be based onaircraft test results using the Demonstration Method.  Compliance with the Fleet Average MEWguarantee and the Fleet Average Maximum Structural Payload guarantee shall bedemonstrated upon delivery of the fifth (5) Aircraft in order of deliveryand upon delivery of each subsequent Aircraft.

 

**7.8****                                                                              **The data derived from tests shall beadjusted as required by conventional methods of correction, interpolation orextrapolation in accordance with established engineering practices to showcompliance with these guarantees.

 

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

 

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

 

P.A. No. 2924

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Attachment D to LetterAgreement No.

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

 

**8**                                                                                         EXCLUSIVE GUARANTEES

** **

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

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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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 LetterAgreement have the same meaning as in the Purchase Agreement.

 

Boeing agrees to provideBuyer with the performance guarantees for the model 787-9 aircraft equippedwith GENX engines, as Attachments A and B, and performance guarantees for themodel 787-9 aircraft equipped with Trent 1000 engines, as Attachments C andD.  These guarantees are exclusive andexpire upon delivery of the Aircraft to Buyer.

 

The attached performanceguarantees are representative of the model 787-9 aircraft as defined in 7E7Airplane 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 torevise the model 787-9 aircraft definition to incorporate changes and to revisethe attached guarantees to reflect the affects of the configuration changes, ifany, prior to Buyer and Boeing entering into a definitive agreement tosubstitute the model 787-9 aircraft for the Aircraft.

 

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

 

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Northwest Airlines, Inc.

6-1162-SKC-972

Page 2

 

 

Buyer agrees not todisclose this Letter Agreement, attachments, or any other information relatedto this Letter Agreement without prior written consent by Boeing, except whereotherwise 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

 

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Attachment A to LetterAgreement No.

6-1162-SKC-972

GEnx Engines

251 Passenger Interior (8Abreast 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**

** **

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** **

Attachment A to LetterAgreement No.

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GEnx Engines

251 Passenger Interior (8Abreast Economy Seating)

Page 2

 

**1****                                                                                        ****AIRCRAFT MODEL APPLICABILITY**

 

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

 

**2**                                                                                         FLIGHT PERFORMANCE

** **

**2.1****                                                                              ****Mission**

 

**2.1****                                                                              ****Mission Payload**

 

The payload for astage length of *** in still air (representative of a *** route in the winterseason) using the conditions and operating rules defined below, shall notbe less than the following guarantee value:

 

***

 

Conditions andoperating 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**

 

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Attachment A to LetterAgreement No.

6-1162-SKC-972

GEnx Engines

251 Passenger Interior (8Abreast Economy Seating)

Page 3

 

**2.2****                                                                              ****CustomerWeight Changes**

 

Themission payload guarantee of Paragraph 2.1 is based on an Operating EmptyWeight that includes the following customer changes:

 

***

 

**2.3****                                                                              ****Standardand Operational Items Allowances**

 

Themission payload guarantee of Paragraph 2.1 is based on an Operating EmptyWeight that includes the Standard and Operational Items Allowances:

 

***

 

**2.4**                                                                               **NorthwestAirlines 787-9 LOPA**

 

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

 

***

 

**3****                                                                                        ****AIRCRAFT CONFIGURATION**

 

**3.1**                                                                               The guarantees contained in thisAttachment are based on the Aircraft configuration as defined in the originalrelease of Detail Specification TBD (hereinafter referred to as the DetailSpecification).  Appropriate adjustmentshall be made for changes in such Detail Specification approved by the Customerand Boeing or otherwise allowed by the Purchase Agreement which cause changesto the flight performance, sound levels, and/or weight and balance of theAircraft.  Such adjustment shall beaccounted for by Boeing in its evidence of compliance with the guarantees.

 

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

 

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

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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Attachment A to LetterAgreement No.

6-1162-SKC-972

GEnx Engines

251 Passenger Interior (8Abreast Economy Seating)

Page 4

 

(2)        The difference between the componentweight allowances given in Appendix IV of the Detail Specification and theactual seat weights.

 

**3.3**                                                                               Boeing will revisethese 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 inthis Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1through 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 forthe Aircraft as described in Paragraph 4.2, and as a result thereof, a changeis made to the configuration and/or the performance of the Aircraft in order toobtain certification, the guarantees set forth in this Attachment shall beappropriately 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 2shall be based on the conditions specified in those sections, the Aircraftconfiguration of Section 3 and the guarantee conditions of Section 4.

 

**5.2****                                                                              **Compliance with the takeoff portion ofthe mission guarantees shall be based on the FAA approved Airplane FlightManual for the Model 787-9.

 

**5.3****                                                                              **Compliance with the climb, cruise anddescent portions of the mission guarantees shall be established by calculationsbased on flight test data obtained from an aircraft in a configuration similarto that defined by the Detail Specification, equipped with GEnx engines.

 

**5.4****                                                                              *****

 

**5.5****                                                                              **The data derived from tests shall beadjusted as required by conventional methods of correction, interpolation orextrapolation in accordance with 

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

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Attachment A to LetterAgreement No.

6-1162-SKC-972

GEnx Engines

251 Passenger Interior (8Abreast Economy Seating)

Page 5

 

established engineering practices to show compliance with theseguarantees.

 

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

 

**6**                                                                                         EXCLUSIVE GUARANTEES

** **

The only entryinto service performance guarantees applicable to the Aircraft are those setforth in this Attachment.

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

----

 

Attachment B to LetterAgreement No.

6-1162-SKC-972

GEnx Engines

269 Passenger Interior (9Abreast Economy Seating)

Page 1

 

**MODEL787-9 PERFORMANCE GUARANTEESFOR 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 LetterAgreement No.

6-1162-SKC-972

GEnx Engines

269 Passenger Interior (9Abreast Economy Seating)

Page 2

 

**1****                                                                                        ****AIRCRAFT MODEL APPLICABILITY**

 

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

 

**2**                                                                                         FLIGHT PERFORMANCE

** **

**2.1****                                                                              ****Mission**

 

**2.1****                                                                              ****Mission Payload**

 

The payload for astage length of *** in still air (representative of a *** route in the winterseason) using the conditions and operating rules defined below, shall notbe less than the following guarantee value:

 

***

 

Conditions andoperating rules:

 

***

 

The takeoff gross weightshall conform to FAA Regulations.

 

***

 

**2.2****                                                                              ****CustomerWeight Changes**

 

Themission payload guarantee of Paragraph 2.1 is based on an Operating EmptyWeight that includes the following customer changes:

 

***

 

**2.3****                                                                              ****Standardand Operational Items Allowances**

 

Themission payload guarantee of Paragraph 2.1 is based on an Operating EmptyWeight that includes the Standard and Operational Items Allowances:

 

***

 

**2.4**                                                                               **NorthwestAirlines 787-9 LOPA**

 

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

 

***

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

----

 

Attachment B to LetterAgreement No.

6-1162-SKC-972

GEnx Engines

269 Passenger Interior (9Abreast Economy Seating)

Page 3

 

**3****                                                                                        ****AIRCRAFT CONFIGURATION**

 

**3.1**                                                                               The guarantees contained in thisAttachment are based on the Aircraft configuration as defined in the originalrelease of Detail Specification TBD (hereinafter referred to as the DetailSpecification).  Appropriate adjustmentshall be made for changes in such Detail Specification approved by the Customerand Boeing or otherwise allowed by the Purchase Agreement which cause changesto the flight performance, sound levels, and/or weight and balance of theAircraft.  Such adjustment shall beaccounted for by Boeing in its evidence of compliance with the guarantees.

 

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

 

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

 

(2)                        The difference between the componentweight allowances given in Appendix IV of the Detail Specification and theactual seat weights.

 

**3.3**                                                                               Boeing will revisethese 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 inthis Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1through 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 suchlaw, governmental regulation or requirement that affects the certificationbasis 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 inorder to obtain 

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

----

 

Attachment B to LetterAgreement No.

6-1162-SKC-972

GEnx Engines

269 Passenger Interior (9Abreast Economy Seating)

Page 4

 

certification, the guarantees set forth in this Attachment shall beappropriately 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 2shall be based on the conditions specified in those sections, the Aircraftconfiguration of Section 3 and the guarantee conditions of Section 4.

 

**5.2****                                                                              **Compliance with the takeoff portion ofthe mission guarantees shall be based on the FAA approved Airplane FlightManual for the Model 787-9.

 

**5.3****                                                                              **Compliance with the climb, cruise anddescent portions of the mission guarantees shall be established by calculationsbased on flight test data obtained from an aircraft in a configuration similarto that defined by the Detail Specification, equipped with GEnx engines.

 

**5.4****                                                                              *****

 

**5.5****                                                                              **The data derived from tests shall beadjusted as required by conventional methods of correction, interpolation orextrapolation in accordance with established engineering practices to showcompliance with these guarantees.

 

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

 

**6**                                                                                         EXCLUSIVE GUARANTEES

** **

The only entryinto service performance guarantees applicable to the Aircraft are those setforth in this Attachment.

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

----

 

Attachment C to LetterAgreement No.

6-1162-SKC-972

Trent 1000 Engines

251 Passenger Interior (8Abreast Economy Seating)

Page 1

 

**MODEL787-9 PERFORMANCE GUARANTEES**

** **

**FORNORTHWEST 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 LetterAgreement No.

6-1162-SKC-972

Trent 1000 Engines

251 Passenger Interior (8Abreast Economy Seating)

Page 2

 

**1****                                                                                        ****AIRCRAFT MODEL APPLICABILITY**

 

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

 

**2**                                                                                         FLIGHT PERFORMANCE

** **

**2.1****                                                                              ****Mission**

 

**2.1****                                                                              ****Mission Payload**

 

The payload for astage length of *** in still air (representative of a *** route in the winterseason) using the conditions and operating rules defined below, shall notbe less than the following guarantee value:

 

***

 

Conditions andoperating rules:

 

***

 

**2.2****                                                                              ****CustomerWeight Changes**

 

Themission payload guarantee of Paragraph 2.1 is based on an Operating Empty Weightthat includes the following customer changes:

 

***

 

**2.3****                                                                              ****Standardand Operational Items Allowances**

 

Themission payload guarantee of Paragraph 2.1 is based on an Operating EmptyWeight that includes the Standard and Operational Items Allowances:

 

***

 

**2.4**                                                                               **NorthwestAirlines 787-9 LOPA**

 

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

 

***

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

----

 

Attachment C to LetterAgreement No.

6-1162-SKC-972

Trent 1000 Engines

251 Passenger Interior (8Abreast Economy Seating)

Page 3

 

**3****                                                                                        ****AIRCRAFT CONFIGURATION**

 

**3.1**                                                                               The guarantees contained in thisAttachment are based on the Aircraft configuration as defined in the originalrelease of Detail Specification TBD (hereinafter referred to as the DetailSpecification).  Appropriate adjustmentshall be made for changes in such Detail Specification approved by the Customerand Boeing or otherwise allowed by the Purchase Agreement which cause changesto the flight performance, sound levels, and/or weight and balance of theAircraft.  Such adjustment shall beaccounted for by Boeing in its evidence of compliance with the guarantees.

 

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

 

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

 

(2)                        The difference between the componentweight allowances given in Appendix IV of the Detail Specification and theactual seat weights.

 

**3.3**                                                                               Boeing will revisethese 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 inthis Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1through 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 suchlaw, governmental regulation or requirement that affects the certificationbasis 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 inorder to obtain certification, the guarantees set forth in this Attachmentshall 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 LetterAgreement No.

6-1162-SKC-972

Trent 1000 Engines

251 Passenger Interior (8Abreast Economy Seating)

Page 4

 

**5**                                                                                         GUARANTEE COMPLIANCE

** **

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

 

**5.2****                                                                              **Compliance with the takeoff portion ofthe mission guarantees shall be based on the FAA approved Airplane FlightManual for the Model 787-9.

 

**5.3****                                                                              **Compliance with the climb, cruise anddescent portions of the mission guarantees shall be established by calculationsbased on flight test data obtained from an aircraft in a configuration similarto that defined by the Detail Specification, equipped with Trent 1000 engines.

 

**5.4****                                                                              *****

 

**5.5****                                                                              **The data derived from tests shall beadjusted as required by conventional methods of correction, interpolation orextrapolation in accordance with established engineering practices to showcompliance with these guarantees.

 

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

 

**6**                                                                                         EXCLUSIVE GUARANTEES

** **

The only entryinto service performance guarantees applicable to the Aircraft are those setforth in this Attachment.

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

----

 

Attachment D to LetterAgreement No.

6-1162-SKC-972

Trent 1000 Engines

269 Passenger Interior (9Abreast Economy Seating)

Page 1

** **

**MODEL787-9 PERFORMANCE GUARANTEES**

** **

**FORNORTHWEST 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 LetterAgreement No.

6-1162-SKC-972

Trent 1000 Engines

269 Passenger Interior (9Abreast Economy Seating)

Page 2

 

**1****                                                                                        ****AIRCRAFT MODEL APPLICABILITY**

 

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

 

**2**                                                                                         FLIGHT PERFORMANCE

** **

**2.1****                                                                              ****Mission**

 

**2.1****                                                                              ****Mission Payload**

 

The payload for astage length of *** in still air (representative of a *** route in the winterseason) using the conditions and operating rules defined below, shall notbe less than the following guarantee value:

 

***

 

Conditions andoperating rules:

 

***

 

**2.2****                                                                              ****CustomerWeight Changes**

 

Themission payload guarantee of Paragraph 2.1 is based on an Operating EmptyWeight that includes the following customer changes:

 

***

 

**2.3****                                                                              ****Standardand Operational Items Allowances**

 

Themission payload guarantee of Paragraph 2.1 is based on an Operating EmptyWeight that includes the Standard and Operational Items Allowances:

 

***

 

**2.4**                                                                               **NorthwestAirlines 787-9 LOPA**

 

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

 

***

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

----

 

Attachment D to LetterAgreement No.

6-1162-SKC-972

Trent 1000 Engines

269 Passenger Interior (9Abreast Economy Seating)

Page 3

 

**3****                                                                                        ****AIRCRAFT CONFIGURATION**

 

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

 

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

 

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

 

(2)                        The difference between the componentweight allowances given in Appendix IV of the Detail Specification and theactual seat weights.

 

**3.3**                                                                               Boeing will revisethese 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 inthis Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1through 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 suchlaw, governmental regulation or requirement that affects the certificationbasis 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 inorder to obtain certification, the guarantees set forth in this Attachment shallbe appropriately modified to reflect any such change.

 

**4.4****                                                                               *****

 

**4.5****                                                                               *****

 

**4.6****                                                                               *****

 

**4.7****                                                                               *****

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

----

 

Attachment D to LetterAgreement No.

6-1162-SKC-972

Trent 1000 Engines

269 Passenger Interior (9Abreast Economy Seating)

Page 4

 

**5**                                                                                         GUARANTEE COMPLIANCE

** **

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

 

**5.2****                                                                              **Compliance with the takeoff portion ofthe mission guarantees shall be based on the FAA approved Airplane FlightManual for the Model 787-9.

 

**5.3****                                                                              **Compliance with the climb, cruise anddescent portions of the mission guarantees shall be established by calculationsbased on flight test data obtained from an aircraft in a configuration similarto that defined by the Detail Specification, equipped with Trent 1000 engines.

 

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

 

**5.5****                                                                              **The data derived from tests shall beadjusted as required by conventional methods of correction, interpolation orextrapolation in accordance with established engineering practices to showcompliance with these guarantees.

 

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

 

**6**                                                                                         EXCLUSIVE GUARANTEES

** **

The only entryinto service performance guarantees applicable to the Aircraft are those setforth 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 Agreementamends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the samemeaning as in the Purchase Agreement.

 

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

 

***

 

1.                                       ***

 

2.                                       ***

 

3.                                       ***

 

4.                                       ***

 

5.                                       ***

 

6.                                       Useof Aircraft.

 

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

 

7.                                       Duplicationof Benefits.

 

Boeing and Buyer agree that it is not the intent of the parties under thisLetter Agreement to cause Boeing and/or Engine Manufacturer to provideduplicate benefits to Buyer for the same event which results in Buyer’s unjustenrichment, provided that, in the case of any such duplicate benefits, Buyershall be entitled to elect to receive the benefit which is most favorable toBuyer.

 

8.             ExclusiveRemedy.

 

Performanceof the commitments made in this Letter Agreement by Boeing in accordance withthe terms and conditions of this Letter Agreement shall constitute complete,full and final settlement and satisfaction of all Boeing’s obligations andliabilities 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 asdetermined by either the Standard Method or the Demonstration Method, providedthat nothing in this Letter Agreement shall be deemed to modify or limit Buyer’srights and remedies under Letter Agreements 6-1162-SKC-974, 6-1162-SKC-975, 6-1162-SKC-976or 6-1162-SKC-977.

 

9.                                       Assignment.

 

Neitherparty may assign this Letter Agreement without the express written approval ofthe other party.

 

10.                                 ConfidentialTreatment.

 

Buyeragrees that it will treat the information contained herein as confidential andwill not, without the prior written consent of Boeing, disclose suchinformation contained therein to any other person or entity except as may berequired (i) by applicable law or governmental regulations, or (ii) forfinancing the Aircraft.  In connectionwith any such disclosure or filing of such information contained thereinpursuant to any such applicable law or governmental regulation, Buyer will useits best reasonable efforts to obtain confidential treatment of suchinformation.  Boeing agrees to cooperatewith Buyer in making and supporting its request for confidential treatment.

 

If theforegoing correctly sets forth your understanding of our agreement with respectto the matters treated above, please indicate your acceptance and approvalbelow.

 

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 Agreementamends the Purchase Agreement dated as of even date herewith between Boeing andthe Buyer relating to Model 787-8 aircraft (the Aircraft).

 

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

 

1.                                                               ***

 

2.                                                               ***

 

3.                                                               ***

 

4.                                                               ***

 

5.                                                               ***

 

6.                                                               ***

 

7.                                                               ***

 

8.                                                               Duplicationof Benefits.

 

Boeing and Buyer agree that itis not the intent of the parties under this Letter Agreement to cause Boeing orfor Boeing to cause Engine Manufacturer to provide duplicate benefits to Buyerfor 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 toreceive the benefit which is most favorable to Buyer.

 

9.                                                               Assignment.

 

Neither party may assign this Letter Agreement withoutthe express written approval of the other party.

 

P.A. No. 2924

**BOEING PROPRIETARY**

 

----

 

Letter Agreement No. 6-1162-SKC-974

Page 2

 

10.                                                    ConfidentialTreatment.

 

Buyeragrees that it will treat the information contained herein as confidential andwill not, without the prior written consent of Boeing, disclose suchinformation contained therein to any other person or entity except as may berequired (i) by applicable law or governmental regulations, or (ii) forfinancing the Aircraft.  In connectionwith any such disclosure or filing of such information contained thereinpursuant to any such applicable law or governmental regulation, Buyer will useits best reasonable efforts to obtain confidential treatment of suchinformation.  Boeing agrees to cooperatewith Buyer in making and supporting its request for confidential treatment.

 

If the foregoingcorrectly sets forth your understanding of our agreement with respect to thematters 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:                               Anyrounding of a number, as required under this Attachment with respect toescalation of the ARV, shall be accomplished as follows:  If the first digit of the portion to be droppedfrom the number to be rounded is five or greater, the preceding digit shall beraised 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:                                        PurchaseAgreement No. 2924 (the Purchase Agreement) between The Boeing Company(Boeing) and Northwest Airlines (Buyer) relating to Model 787-8 aircraft (theAircraft)

 

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

 

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

 

1.                                                          ***

 

2.                                                          ***

 

3.                                                          ***

 

4.                                                          ***

 

5.                                                          ***

 

6.                                                          ***

 

7.                                                          ***

 

8.                                                          Duplication of Benefits.

 

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

 

9.                                                          Assignment.

 

Neither party may assign this Letter Agreement withoutthe express written approval of the other party.

 

10.                                                    ConfidentialTreatment.

 

Buyeragrees that it will treat the information contained herein as confidential andwill not, without the prior written consent of Boeing, disclose suchinformation contained therein to any other person or entity except as may berequired (i) by applicable law or governmental regulations, or (ii) forfinancing the Aircraft.  In connectionwith any such disclosure or filing of such information contained thereinpursuant to any such applicable law or governmental regulation, Buyer will useits best reasonable efforts to obtain confidential treatment of suchinformation.  Boeing agrees to cooperatewith 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 foregoingcorrectly sets forth your understanding of our agreement with respect to thematters 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 AgreementNo. 6-1162- SKC-975

Page 1

 

***

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment B to

Letter AgreementNo. 6-1162- SKC-975

Page 1

 

***

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment C to

Letter AgreementNo. 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:                               Anyrounding of a number, as required under this Attachment with respect toescalation of the ARV, shall be accomplished as follows:  If the first digit of the portion to bedropped from the number to be rounded is five or greater, the preceding digitshall 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:                                        PurchaseAgreement No. 2924 (the Purchase Agreement) between The Boeing Company(Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787-8aircraft (the Aircraft)

 

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

 

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

 

1.                                                          ***

 

2.                                                          ***

 

3.                                                          ***

 

4.                                                          ***

 

5.                                                          ***

 

6.                                                          ***

 

7.                                                          ***

 

8.                                                          Duplicationof Benefits. 

 

Boeing and Buyer agree that it is not the intent of the parties under thisLetter Agreement to cause Boeing and/or Engine Manufacturer to provideduplicate benefits to Buyer for the same event which results in Buyer’s unjustenrichment, provided that, in the case of any such duplicate benefits, Buyershall be entitled to elect to receive the benefit which is most favorable toBuyer.

 

9.                                                          ExclusiveRemedy.

 

Performanceof the commitments made in this Letter Agreement by Boeing in accordance withthe terms and conditions of this Letter Agreement shall constitute complete, fulland final settlement and satisfaction of all Boeing’s obligations andliabilities to Buyer solely with respect to failure of the Aircraft to meet thePayload Commitment, provided that nothing in this Letter Agreement shall bedeemed to modify or limit Buyer’s rights and remedies under Letter Agreement6-1162-SKC-973. 

 

10.                                                    Assignment.

 

Neither party may assign this Letter Agreement withoutthe express written approval of the other party.

 

11.                                                    ConfidentialTreatment.

 

Buyeragrees that it will treat the information contained herein as confidential andwill not, without the prior written consent of Boeing, disclose

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

----

 

Letter AgreementNo. 6-1162-SKC-976-1

Page 2

 

such informationcontained therein to any other person or entity except as may be required (i) byapplicable law or governmental regulations, or (ii) for financing theAircraft.  In connection with any suchdisclosure or filing of such information contained therein pursuant to any suchapplicable law or governmental regulation, Buyer will use its best reasonableefforts to obtain confidential treatment of such information.  Boeing agrees to cooperate with Buyer inmaking and supporting its request for confidential treatment. 

 

If the foregoingcorrectly sets forth your understanding of our agreement with respect to thematters 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 AgreementNo. 6-1162- SKC-976-1

Page 1

 

***

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment B to

Letter AgreementNo. 6-1162- SKC-976-1

Page 1

 

***

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment C to

Letter AgreementNo. 6-1162- SKC-976-1

Page 1

 

***

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment D to

Letter AgreementNo. 6-1162- SKC-976-1

Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|--------------------|------------|-------------------------|

 

----

 

Attachment E to

Letter AgreementNo. 6-1162- SKC-976-1

Page 1

 

***

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment F to

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

 

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

 

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

 

1.                                                          ***

 

2.                                                          ***

 

3.                                                          ***

 

4.                                                          ***

 

5.                                                          ***

 

6.                                                          ***

 

7.                                                          ***

 

8.                                                          Duplicationof Benefits.

 

Boeing and Buyer agree that it is not the intent of the parties under thisLetter Agreement to cause Boeing and/or Engine Manufacturer to provideduplicate benefits to Buyer for the same event which results in Buyer’s unjustenrichment, provided that, in the case of any such duplicate benefits, Buyershall be entitled to elect to receive the benefit which is most favorable toBuyer.

 

9.                   Exclusive Remedy.

 

Performanceof the commitments made in this Letter Agreement by Boeing in accordance withthe terms and conditions of this Letter Agreement shall constitute complete,full and final settlement and satisfaction of all Boeing’s obligations andliabilities to Buyer solely with respect to failure of the Aircraft to meet thePayload Commitment, provided that nothing in this Letter Agreement shall bedeemed 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 withoutthe express written approval of the other party.

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

----

 

Letter Agreement No. 6-1162-SKC-975

Page 2

 

11.                                                    ConfidentialTreatment.

 

Buyeragrees that it will treat the information contained herein as confidential andwill not, without the prior written consent of Boeing, disclose suchinformation contained therein to any other person or entity except as may berequired (i) by applicable law or governmental regulations, or (ii) forfinancing the Aircraft.  In connectionwith any such disclosure or filing of such information contained thereinpursuant to any such applicable law or governmental regulation, Buyer will useits best reasonable efforts to obtain confidential treatment of suchinformation.  Boeing agrees to cooperatewith Buyer in making and supporting its request for confidential treatment.

 

If the foregoingcorrectly sets forth your understanding of our agreement with respect to thematters 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 AgreementNo. 6-1162- SKC-976-2

Page 1

 

***

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment B to

Letter AgreementNo. 6-1162- SKC-976-2

Page 1

 

***

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment C to

Letter AgreementNo. 6-1162- SKC-976-2

Page 1

 

***

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment D to

Letter AgreementNo. 6-1162- SKC-976-2

Page 1

 

***

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment E to

Letter AgreementNo. 6-1162- SKC-976-2

Page 1

 

## *******

 
| P.A.  No. 2924 | ** ** | **BOEING  PROPRIETARY** |
|---------------------|------------|-------------------------|

 

----

 

Attachment F to

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

 

This Letter Agreement amends the Purchase Agreement dated as of evendate 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 definedherein, shall have the same meaning as in the Purchase Agreement.

 

1.                                       ***

 

2.                                       ***

 

3.                                       ***

 

4.                                       ***

 

5.                                       ***

 

6.                                       ***

 

7.                                       ***

 

8.                                       Duplicationof Benefits.

 

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

 

9.                                       ExclusiveRemedy.

 

Performance of the commitments made in this Letter Agreement by Boeingin accordance with the terms and conditions of this Letter Agreement shallconstitute complete, full and final settlement and satisfaction of all Boeing’sobligations and liabilities to Buyer solely with respect to failure of theAircraft to meet the Payload Commitment, provided that nothing in this LetterAgreement shall be deemed to modify or limit Buyer’s rights and remedies underLetter Agreement 6-1162-SKC-973.

 

10.                                 Assignment.

 

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

 

11.                                 ConfidentialTreatment.

 

Buyer agrees that it will treat the information contained herein asconfidential and will not, without the prior written consent of Boeing,disclose such information contained therein to any other person or entityexcept 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.  Inconnection with any such disclosure or filing of such information containedtherein pursuant to any such applicable law or governmental regulation, Buyerwill use its best reasonable efforts to obtain confidential treatment of suchinformation.  Boeing agrees to cooperatewith Buyer in making and supporting its request for confidential treatment.

 

If the foregoing correctly sets forth your understanding of our agreementwith respect to the matters treated above, please indicate your acceptance andapproval 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 toLetter Agreement No. 6-1162-SKC-977-1Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING PROPRIETARY** |
|---------------|------------|------------------------|

 

----

 

Attachment B toLetter Agreement No. 6-1162-SKC-977-1Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING PROPRIETARY** |
|---------------|------------|------------------------|

 

----

 

Attachment C toLetter Agreement No. 6-1162-SKC-977-1Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING PROPRIETARY** |
|---------------|------------|------------------------|

 

----

 

Attachment D toLetter Agreement No. 6-1162-SKC-977-1Page 1

 

***

 
| P.A. 2924 | ** ** | **BOEING PROPRIETARY** |
|-----------|------------|------------------------|

 

----

 

Attachment E toLetter Agreement No. 6-1162-SKC-977-1Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING PROPRIETARY** |
|---------------|------------|------------------------|

 

----

 

Attachment F toLetter Agreement No. 6-1162-SKC-977Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING PROPRIETARY** |
|---------------|------------|------------------------|

 

----

 

6-1162-SKC-977-2

 

Northwest Airlines, Inc.

2700 Lone Oak Parkway

Eagan, Minnesota 55121

 

Subject:                  ***

 

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

 

This Letter Agreement amends the Purchase Agreement dated as of evendate 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 definedherein, shall have the same meaning as in the Purchase Agreement.

 

1.                                       ***

 

2.                                       ***

 

3.                                       ***

 

4.                                       ***

 

5.                                       ***

 

6.                                       ***

 

7.                                       ***

 

8.                                       Duplicationof Benefits.

 

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

 

9.                                     ExclusiveRemedy.

 

Performance of the commitments made in this Letter Agreement by Boeingin accordance with the terms and conditions of this Letter Agreement shallconstitute complete, full and final settlement and satisfaction of all Boeing’sobligations and liabilities to Buyer solely with respect to failure of theAircraft to meet the Payload Commitment, provided that nothing in this LetterAgreement shall be deemed to modify or limit Buyer’s rights and remedies underLetter Agreement 6-1162-SKC-973.

 

10.                                 Assignment.

 

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

 

11.                                 ConfidentialTreatment.

 

Buyer agrees that it will treat the information contained herein asconfidential 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 containedtherein to any other person or entity except as may be required (i) by applicablelaw or governmental regulations, or (ii) for financing the Aircraft.  In connection with any such disclosure orfiling of such information contained therein pursuant to any such applicablelaw or governmental regulation, Buyer will use its best reasonable efforts toobtain confidential treatment of such information.  Boeing agrees to cooperate with Buyer inmaking and supporting its request for confidential treatment.

 

If the foregoing correctly sets forth your understanding of ouragreement with respect to the matters treated above, please indicate youracceptance 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 toLetter Agreement No. 6-1162-SKC-977-2Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING PROPRIETARY** |
|---------------|------------|------------------------|

 

----

 

Attachment B toLetter Agreement No. 6-1162-SKC-977-2Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING PROPRIETARY** |
|---------------|------------|------------------------|

 

----

 

Attachment C toLetter Agreement No. 6-1162-SKC-977-2Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING PROPRIETARY** |
|---------------|------------|------------------------|

 

----

 

Attachment D toLetter Agreement No. 6-1162-SKC-977-2Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING PROPRIETARY** |
|---------------|------------|------------------------|

 

----

 

Attachment E toLetter Agreement No. 6-1162-SKC-977-2Page 1

 

***

 
| P.A. No. 2924 | ** ** | **BOEING PROPRIETARY** |
|---------------|------------|------------------------|

 

----

 

Attachment F toLetter Agreement No. 6-1162-SKC-977Page 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 datebelow and amends and supplements the Purchase Agreement.  All capitalized terms used but not defined inthis 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’ssuccessful introduction of the Aircraft into service and its continuedoperation, (ii) place Orders under the provisions of the CSGTA assupplemented by the provisions of this Letter Agreement for those Spare Partsand Standards, and (iii) manage the return of certain of those Spare Partswhich Buyer does not use, the parties agree as follows.

 

1.             Definitions.

 

 

“**Provisioning Data**” means thedocumentation provided by Boeing to Buyer, including but not limited to the RecommendedSpare Parts List (RSPL), identifying all Boeing initial provisioningrequirements for the Aircraft.

 

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“**Provisioning Items**” means the SpareParts and Standards identified by Boeing as initial provisioning requirementsin support of the Aircraft, excluding special tools, ground support equipment,engines and engine parts.

 

“**Provisioning Products Guide**” means theBoeing Manual D6-81834 entitled “Spares Provisioning Products Guide”.

 

2.             PhasedProvisioning.

 

2.1           ProvisioningProducts Guide.  *** prior to theinitial provisioning meeting Boeing will furnish to Buyer a copy of theProvisioning Products Guide.

 

2.2           Initial ProvisioningMeeting.  On or about twelve (12) monthsprior to delivery of the first Aircraft the parties will conduct an initialprovisioning meeting where the procedures, schedules and requirements fortraining will be established to accomplish phased provisioning of Spare Partsand Standards for the Aircraft in accordance with the Provisioning ProductsGuide.

 

2.3           Provisioning Data.  *** initial provisioning meeting Buyer willprovide to Boeing the operational parameter information described in Chapter 6of the Provisioning Products Guide.  Uponresolving 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 andwill cover Provisioning Items selected by Boeing for review by Buyer forinitial provisioning of Spare Parts and Standards for the Aircraft.  Boeing will furnish to Buyer revisions to theProvisioning Data until approximately ninety (90) days following delivery ofthe last Aircraft or until the delivery configuration of each of the Aircraftis reflected in the Provisioning Data, whichever is later.

 

2.4           Buyer FurnishedEquipment (BFE) Provisioning Data.

Unless otherwise advised by Boeing, Buyer will provide or ensure itsBFE suppliers provide to Boeing the BFE data in scope and format reasonablyacceptable to Boeing in accordance with the schedule established duringthe initial provisioning meeting.

 

***

 

P.A. No. 2924

 

3.             Purchase fromBoeing of Spare Parts and Standards as Initial Provisioning for the Aircraft.

 

**BOEING PROPRIETARY**

 

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3.1           Schedule.  In accordance with schedules establishedduring the initial provisioning meeting, Buyer may place Orders forProvisioning Items and any ground support equipment (GSE), special tools orengine spare parts which Buyer determines it will initially require formaintenance, overhaul and servicing of the Aircraft and/or engines.

 

3.2           Prices of InitialProvisioning Spare Parts.

 

3.2.1  Boeing Spare Parts.  The Provisioning Data will set forth theprices for those Provisioning Items that are Boeing Spare Parts and such priceswill be firm and remain in effect until delivery of the first Aircraft from thedate the price is first quoted to Buyer in the Provisioning Data.

 

3.2.2  Supplier Spare Parts.  Boeing will provide prices in theProvisioning Data for Provisioning Items that are Supplier Spare Parts.  The price to Buyer for any Supplier SpareParts that are Provisioning Items or for any items ordered for initialprovisioning of GSE, special tools manufactured by suppliers, or engine spareparts, in each case only if ordered through Boeing, will be one hundred twelvepercent (112%) of the supplier’s quoted price to Boeing for such items.  ***

 

3.3           QEC Kits,StandardsKits, Raw Material Kits, Bulk Materials Kits and Service Bulletin Kits.  In accordance with schedules establishedduring the initial provisioning meeting, Boeing will furnish to Buyer a listingof all components which could be included in the quick engine change (QEC)kits, Standards kits, raw material kits, bulk materials kits and servicebulletin kits which may be purchased by Buyer from Boeing.  Buyer will select and provide to Boeing itsdesired content for the kits.  Boeingwill furnish to Buyer as soon as practicable thereafter a statement settingforth a firm price for such kits.  Buyerwill place Orders with Boeing for the kits in accordance with schedulesestablished during the initial provisioning meeting.

 

4.             Delivery.

 

For Spare Parts and Standards ordered by Buyer in accordance withArticle 3 of this Letter Agreement, Boeing will deliver to Buyer suchSpare Parts and Standards on dates reasonably calculated to conform to Buyer’santicipated needs in view of the scheduled deliveries of the Aircraft.  Buyer and Boeing will agree upon the date tobegin delivery of the provisioning Spare Parts and Standards ordered inaccordance with this Letter Agreement. ***, Boeing will arrange for shipment of such Spare Parts and Standardswhich are manufactured by suppliers

 

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directly to Buyer from the applicable supplier’s facility.  The routing and method of shipment forinitial deliveries and all subsequent deliveries of such Spare Parts andStandards will be as established at the initial provisioning meeting andthereafter by mutual agreement.

 

5.             Substitution forObsolete Spare Parts.

 

5.1           Obligation toSubstitute Pre-Delivery.  In theevent that, prior to delivery of the first Aircraft, any SparePart purchased by Buyer from Boeing in accordance with this LetterAgreement as initial provisioning for the Aircraft is rendered obsolete orunusable due to the redesign of the Aircraft or of any accessory, equipment orpart thereof (other than a redesign at Buyer’s request) Boeing will deliver toBuyer at no charge new and usable Spare Parts in substitution for such obsoleteor unusable Spare Parts and, upon such delivery, Buyer will return the obsoleteor unusable Spare Parts to Boeing.

 

***

 

5.3           Delivery of ObsoleteSpare Parts andSubstitutes. Obsolete or unusable Spare Parts returned by Buyer pursuant to thisArticle 5 will be delivered to Boeing at its Seattle Distribution Centeror such other destination in the continental United States as Boeing mayreasonably designate.  Spare Partssubstituted for such returned obsolete or unusable Spare Parts will bedelivered to Buyer in accordance with the CSGTA.  Boeing will pay all freight charges for theshipment from Buyer to Boeing of any such obsolete or unusable SparePart and will pay for the shipment from Boeing to Buyer of any suchsubstitute Spare Part.

 

6.             Repurchase ofProvisioning Items.

 

6.1           Obligation toRepurchase.  During a period ***,Boeing will, upon receipt of Buyer’s written request and subject to theexceptions in Article 6.2, repurchase unused and undamaged ProvisioningItems which (i) were recommended by Boeing in the Provisioning Data asinitial provisioning for the Aircraft, (ii) were purchased by Buyer fromBoeing, and (iii) are surplus to Buyer’s needs.

 

6.2           Exceptions.  Boeing will not be obligated underArticle 6.1 to repurchase any of the following:  (i) quantities of Provisioning Items inexcess of those quantities recommended by Boeing in the Provisioning Data forthe Aircraft, (ii) QEC kits, bulk material kits, raw material kits,service bulletin kits, Standards kits and components thereof (except thosecomponents listed separately in the Provisioning Data), (iii) ProvisioningItems for which an Order was

 

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received by Boeing more thanfive (5) months after delivery of the last Aircraft, (iv) ProvisioningItems which have become obsolete or have been replaced by other ProvisioningItems as a result of Buyer’s modification of the Aircraft, and(v) Provisioning Items which become excess as a result of a change inBuyer’s operating parameters, as provided to Boeing prior to the initialprovisioning meeting and which were the basis of Boeing’s initial provisioningrecommendations for the Aircraft.

 

6.3           Notification andFormat.  Buyer will notify Boeing inwriting when Buyer desires to return Provisioning Items under the provisions ofthis Article 6.  Buyer’snotification will include a detailed summary, in part number sequence, of theProvisioning Items Buyer desires to return. Such summary will be in the form of listings, tapes, diskettes or othermedia as may be mutually agreed between Boeing and Buyer and will include partnumber, nomenclature, purchase order number, purchase order date (or some otherdocumentation 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 willadvise 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 andAcceptance by Boeing.  Uponcompletion of Boeing’s review of any detailed summary submitted by Buyerpursuant to Article 6.3, Boeing will issue to Buyer a Material ReturnAuthorization (MRA) for those Provisioning Items which are eligible for repurchasein accordance with this Article 6. Boeing will advise Buyer of the reason that any Provisioning Itemincluded in Buyer’s detailed summary is not eligible for return.  Boeing’s MRA will state the date by whichProvisioning Items listed in the MRA must be redelivered to Boeing (which shallnot be earlier than thirty (30) days from the date the MRA is furnished toBuyer), and Buyer will arrange for shipment of such Provisioning Itemsaccordingly.

 

6.5           Price and Payment.  The price of each Provisioning Itemrepurchased by Boeing pursuant to this Article 6 will be an amount equalto 100% of the original invoice price thereof except that the repurchase priceof Provisioning Items purchased pursuant to Article 3.2.2 will not includeBoeing’s 12% handling charge.  Boeingwill pay the repurchase price by issuing a credit memorandum in favor of Buyerwhich may be applied against amounts due Boeing for the purchase of Spare Partsor Standards.

 

6.6           Delivery ofProvisioning Items. Provisioning Items repurchased by Boeing pursuant tothis Article 6 will be delivered to Boeing

 

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F.O.B. at its SeattleDistribution Center or such other destination in the continental United Statesas Boeing may reasonably designate.

 

***

 

8.             Title and Risk ofLoss.

 

Title and risk of loss of any Spare Parts or Standards delivered toBuyer by Boeing in accordance with this Letter Agreement will pass from Boeingto Buyer in accordance with the CSGTA. Title to and risk of loss of any Spare Parts or Standards returned toBoeing by Buyer in accordance with this Letter Agreement will pass to Boeingupon delivery of such Spare Parts or Standards to Boeing in accordance with theprovisions of Article 5.2 or Article 6.6, as appropriate.

 

9.             Termination forExcusable Delay.

 

In the event of termination of the Purchase Agreement with respect toany Aircraft pursuant to Article 6 thereof, such termination will, ifBuyer so requests by written notice received by Boeing within fifteen (15) daysafter such termination, also discharge and terminate all obligations andliabilities of the parties as to any Spare Parts or Standards which Buyer hadordered pursuant to the provisions of this Letter Agreement as initial provisioningfor such Aircraft and which are undelivered on the date Boeing receives suchwritten notice.

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

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| 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**

 

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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 datebelow, and amends and supplements the Purchase Agreement.  All capitalized terms used but not defined inthis Letter Agreement have the same meaning as in the CSGTA, except for“Aircraft” which will have the meaning as defined in the PurchaseAgreement.  In consideration of Buyer’spurchase of the Aircraft, and for as long as Buyer owns and operates theAircraft, Boeing will provide the Spares commitments described in the thisLetter Agreement.

 

1.             Definitions.

 

1.1           “**Customer’s Demand Date**” means the deliverydate specified by Buyer in its Order to Boeing for a Spare Part.

 

1.2           “**Shelf StockPart**” means at any time a Spares Prone Part that has beenordered two (2) or more times from Boeing by any party within the mostrecent consecutive twelve (12) month period.

 

1.3           “**Spares Prone Part**” means a Boeing SparePart that for the life of the Aircraft can be expected to be replacedduring normal aircraft maintenance or during overhaul of line replaceable unitsdue to failure, wear, deterioration, maintenance, damage, loss, corrosion,vibration, or temperature.  For avoidanceof doubt, excluded from this definition are items such as landing gear, majorstructural components used for repair of aircraft damage and *** insuranceitems.

 

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2.             DeliveryCommitment.

 

2.1           Boeing will deliver inaccordance with the provisions of the CSGTA within the lead times specifiedbelow Boeing Spare Parts other than (i) Boeing Spare Parts ordered as partof 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 fromestablishment of an Order for such part or prior to Buyer’s Demand Datewhichever is later.

 

2.1.2        A Spares Prone Part that is not a Shelf Stock Part willship in not more than *** days from establishment of an Order for such part orprior to Buyer’s Demand Date whichever is later.

 

2.2           For Boeing Spare Partsnot in continuous production *** at the time of establishment of the Order,Boeing will expend best reasonable efforts to meet Buyer’s Demand Date.

 

***

 

3.             LiquidatedDamages.

 

3.1           Subject to thelimitations described in Article 3.2, if Boeing does not satisfy therequirements of (i) Articles 2.1.1 or 2.1.2, Boeing will provide a creditto the Buyer in an amount of one half of one percent (0.5%) of Boeing’s then current list price of the Boeing SparePart for each calendar day the delivery of the Boeing Spare Part isdelayed***.

 

3.2           The provisions ofArticle 3.1 will not (i) apply to delay in delivery which resultsfrom an Excusable Delay as defined in the CSGTA or (ii) apply to delay indelivery which results from the failure of Buyer’s carrier to take possessionof the Boeing Spare Parts.  In additionliquidated damages will not exceed the then current list price of the applicable Boeing Spare Part.

 

3.3           ***, the liquidateddamages payable in accordance with Article 3 are Buyer’s exclusiveremedies solely for Boeing’s failure to comply with the provisions of Articles2.1.1, 2.1.2 and 2.3, and are in lieu of all other damages, claims and remediesof Buyer arising at law or otherwise for any failure to comply with Articles2.1.1, 2.1.2 and 2.3,  *** Buyer herebywaives and renounces all other claims and remedies arising at law or otherwisefor any such failure.

 

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## **4.**             Spare Part PriceEscalation.

## ** **

Beginningwith the Spares Catalog in effect in January 2006 and for each SparesCatalog released thereafter, (i) the aggregate price of the Spare Partslisted in both the then current Spares Catalog and the Spares Catalog in effectprior to the then current Spares Catalog will not be increased to a numbergreater than the Spares Adjusted Price as defined in Article 5, and(ii)  the price of an individual Spare Part listed in both the thencurrent Spares Catalog and the Spares Catalog in effect prior to the thencurrent Spares Catalog will not be increased by a factor greater than two timesthe escalation factor (AE) where AE = (Lq + Mq) – 1, as Lq and Lq are definedin Article 5.

 

## **5.**             Spare Part PriceFormula.

## ** **

5.1           The formula used to determine the annualaggregate price escalation for Spare Parts listed in both the then currentSpares Catalog and the Spares Catalog in effect prior to the then currentSpares Catalog (Spares Adjusted Price) is as follows:

 

AP = (P) ( Lq + Mq )

 

Where:

 

AP =       Spares Adjusted Price

 

P=          Aggregate price of all Spare Parts listedin the Spares Catalog in effect prior to the then current Spares Catalog thatare also listed in the then current Spares Catalog.

 

Lq=        The labor index which will be equal to80% 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” aspublished by the U.S. Department of Labor, Bureau of Labor Statistics includingthose noted as preliminary (NAICS Code = 336413, Series ID =ceu3133641306).  The final value of Lqwill be rounded to the nearest ten thousandth.

 

Mq=      The material index which will be equal to20% 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 aspreliminary (Series ID = WPU03 through 15).  The final value of Mq will be rounded to thenearest 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. |

 

Thefinal value of AP will be rounded to the nearest dollar.

 

5.2.          If the Bureau of LaborStatistics substantially revises the methodology used for the determination ofthe values to be used to determine the Lq and Mq values (in contrast tobenchmark adjustments or other corrections of previously released values), orfor any reason has not released values needed to determine the applicableSpares Adjusted Price, Boeing and Buyer will mutually agree upon a substitutefrom other Bureau of Labor Statistics data or similar data reported bynon-governmental organizations.  Suchsubstitute will result in the same adjustment, insofar as possible, as wouldhave been calculated utilizing the original values adjusted for fluctuationduring the applicable time period.

 

5.3           Any rounding of anumber, 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 roundedis five or greater, the preceding digit will be raised to the next highestnumber.

 

***

 

9.             Assignment.

 

The remedy described in this Letter Agreement are provided as afinancial accommodation to Buyer in consideration of Buyer’s becoming theoperator of the Aircraft, and cannot be assigned, in whole or in part, withoutthe prior written consent of Boeing.

 

10.           ConfidentialTreatment.

 

Buyer understands that certain commercial and financial informationcontained in this Letter Agreement is considered by Boeing asconfidential.  Buyer agrees that it willtreat this Letter Agreement and the information contained herein asconfidential and,

 

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except as otherwise required by law, will not, without the priorwritten consent of Boeing, disclose this Letter Agreement or any informationcontained herein to any other person or entity.

 

11.           **Order ofPrecedence**.

 

In the event of any inconsistency between the terms of this LetterAgreement and the terms of any other provisions of the CSGTA, the terms of thisLetter 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**

 

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6-1162-SKC-982

 

 

Northwest Airlines, Inc.

2700 Lone Oak Parkway

Eagan, Minnesota 55121

 

Subject:                  ***

 

Reference:             PurchaseAgreement No. 2924 (the Purchase Agreement) between The Boeing Company (Boeing)and Northwest Airlines, Inc. (Buyer) relating to Model 787 aircraft (theAircraft)

 

This letteragreement (Letter Agreement) is entered into on the date below, and amends andsupplements the Purchase Agreement.  Allterms used but not defined in this Letter Agreement have the same meaning as inthe Purchase Agreement.

 

***

2.             Assignment.

 

Accommodationscontained in this Letter Agreement are in response to Buyer’s specific requestand made in consideration of Buyer becoming the operator of the Aircraft, andcannot be assigned, in whole or in part, without the prior written consent ofThe Boeing Company.

 

3.             ConfidentialTreatment.

 

Buyerunderstands that certain commercial and financial information contained in thisLetter Agreement and attachment(s) hereto/ are considered by Boeing asconfidential.  Buyer agrees that it willtreat this Letter Agreement and the information contained herein asconfidential and, except as otherwise required by law, will not, except asotherwise required by law, without the prior written consent of Boeing,disclose this Letter Agreement or any information contained herein to any otherperson or entity.

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

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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**

 

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***

 

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

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6-1162-SKC-983

 

Northwest Airlines, Inc.

2700 Lone Oak Parkway

Eagan, Minnesota 55121

 

Subject:                  ***

 

Reference:             PurchaseAgreement 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, datedas of even date herewith (the “Purchase Agreement”), which covers, among othermatters, 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 inthis Letter Agreement No. 6-1162-SKC-983 (the “Letter Agreement”) certainadditional terms and conditions regarding the sale of the Aircraft.  Capitalized terms used herein and nototherwise defined in this Letter Agreement will have the meanings assignedthereto in the Purchase Agreement.  Theterms “herein,” “hereof” and “hereunder” and words of similar import refer tothis Letter Agreement.

 

Both parties agree that this Letter Agreement will constitute anintegral, nonseverable part of said Purchase Agreement, that the provisions ofsaid Purchase Agreement are hereby incorporated herein by reference, and that thisLetter Agreement will be governed by the provisions of said Purchase Agreement,except that if the Purchase Agreement and this Letter Agreement have specificprovisions that are inconsistent, the specific provisions contained in thisLetter 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 setforth in Buyer’s timetable, and any scheduled charter flight of a GuaranteedAircraft.

 

***

 

3.             Limitations

 

*** diverted landing or delayed departure of any scheduled revenueflight of any Guaranteed Aircraft which is caused by any of the following:

 

(a)           Latereturn 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 thanin accordance with Buyer’s approved instructions and requirements.

 

(c)           Logisticsproblems, such as inordinate delays in the availability of spares unless suchdelays are caused by Boeing, and/or lack of personnel appropriately trained formodel 787 maintenance at any location where any maintenance of the GuaranteedAircraft is performed.

 

(d)           Amalfunction caused by any extrinsic force such as foreign object damage.

 

 (e)          Failureto utilize the FAA approved minimum equipment list (MEL) to defer correctivemaintenance, or failure to correct any deferred item within the time periodspecified in such MEL.

 

(f)            BuyerFurnished Equipment.

 

(g)           Tires.

 

(h)           Normalwear of brakes.

 

(i)            Negligentacts or omissions of Buyer and any strikes or labor troubles causing cessation,slowdown or interruption of work related to the operation or maintenance of theGuaranteed Aircraft.

 

(j)            Anyother cancellation, turnback, diverted landing or delayed departure that Buyerand Boeing mutually agree was not caused by a malfunction of the GuaranteedAircraft or any of its associated equipment, including engines.

 

4.             GUARANTEES

 

***

 

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5.             BUYER’SAND BOEING’S OBLIGATION

 

5.1           Buyer’sand 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 mutuallyagree on the details of the appropriate reporting procedure(s) for theGuarantees.

 

5.2           Buyer’sObligations

 

a)             Buyerwill regularly submit monthly on-time performance data not later than thirty(30) days after the end of each Computation Period in a mutually agreed toelectronic interchange file format.  Suchdata shall contain such information on Chargeable On-time Events, ChargeableMechanical Scheduled Performance Events, Cancellation Events and ODI Events asmay be reasonably required to allow Boeing to assess the nature of system orcomponent malfunctions. Such data will be further specified in the meetingpursuant to Subparagraph 5.1 above.

 

b)            Buyerwill notify Boeing not later than one (1) month after a Computation if theAchieved On-Time Performance, the Achieved Mechanical Scheduled Performance orthe Completion Factor are below (or the Achieved ODI Performance exceeds) theguaranteed levels set forth in Paragraph 4 above and will request Boeing totake corrective actions.  In such event,in order to determine the root causes of the shortfall under the Guarantees andto determine the necessary action, Buyer will provide additional data as Boeingmay reasonably request without imposing unreasonable economic or operationalburdens on Buyer.

 

c)             Buyerwill incorporate in and apply to the Guaranteed Aircraft on a mutually agreedtime scale the procedures and modifications recommended by Boeing in order to improvethe Achieved On-Time Performance, the Achieved Mechanical ScheduledPerformance, the Completion Factor or the Achieved ODI Performance; provided,***.

 

d)            Buyershall maintain complete records in support of all reports required of Buyerunder this Letter Agreement.  Buyer shallretain such records for a minimum of one year following termination of theTerm.  All such records and any otherdata in Buyer’s possession reasonably required for the proper administration ofthis Letter Agreement shall, upon request,

 

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be made available at Buyer’s facilities for examination by Boeing.

 

e)             Allreports 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’sObligations

 

During theTerm, Boeing will provide technical and operational analyses of delays andcancellations and will develop corrections intended to reduce delays and, inthe event that the Achieved On-Time Performance, the Achieved MechanicalScheduled Performance or the Completion Factor during any Computation Periodfalls below (or the Achieved ODI Performance during any Computation Periodexceeds) the guaranteed levels set forth in Paragraph 4 herein, Boeing shall,not later than six (6) months after notification by Buyer and at no chargeto Buyer:

 

a)             identifyjointly with Buyer the sources of the shortfall under the Guarantees and agreeon the necessary action;

 

b)            usecommercially reasonable efforts to provide (at no cost to Buyer) modifiedManufacturer’s items, either hardware or software, and the reimbursement ofreasonable direct manhours for incorporation (at Buyer’s then current warrantylabor rate) to improve the Achieved On-Time Performance, the AchievedMechanical Scheduled Performance, the Completion Factor or the Achieved ODIPerformance;

 

c)             makerecommendations concerning Guaranteed Aircraft operation and maintenanceprograms, publications, and policies to improve the Achieved On-TimePerformance, the Achieved Mechanical Scheduled Performance, the CompletionFactor or the Achieved ODI Performance;

 

d)            assistBuyer to obtain cooperation from Vendors to improve the Achieved On-TimePerformance, the Achieved Mechanical Scheduled Performance, the CompletionFactor or the Achieved ODI Performance; and

 

e)             providethat level of technical support at no charge to Buyer which will

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

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materially contribute to Buyer and Boeing achieving the guaranteedlevels set forth in this Guarantee.

 

6.             REVIEWMEETINGS

 

6.1           SpecialistsReview Meeting

 

A review meeting between Boeing’s and Buyer’s representatives shall bescheduled at the end of each *** period during the Term, or at more frequentintervals to be mutually agreed. Representatives of Buyer and Boeing shallparticipate in the meeting and will:

 

a)             reviewcurrent Achieved On-Time Performance, Achieved Mechanical Scheduled Performance,Completion Factor and Achieved ODI Performance,

 

b)            reviewthe correctness of delay, cancellation and ODI codes,

 

c)             considercorrective action, if required, and

 

d)            reviewany issues arising out of the implementation of the provisions of Paragraph 5above.

 

***

 

7.             LIABILITYLIMITATION

 

Boeing’s liability for failure to meet this Guarantee shall be governedsolely by the terms of this Guarantee.

 

8.             REMEDIES

 

***

 

8.3           Boeingand Buyer agree that it is not the intent of the parties under this Letter Agreementto cause Boeing to provide duplicate remedies to Buyer for the same event whichresults in Buyer’s unjust enrichment, provided that (i) in the case of anysuch duplicate remedies, Buyer shall be entitled to elect to receive thebenefit which is most favorable to Buyer, and (ii) in no event shall anyremedy in Section 8.1 be deemed to be duplicative of any other such remedywithin Section 8.1.

 

***

 

9.             ASSIGNMENT

 

Notwithstanding any other provision of this Letter Agreement or of thePurchase Agreement, this Letter Agreement and the rights and obligations ofBuyer hereunder shall not be assigned or transferred in any manner without theprior written consent of

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

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Boeing, and any attempted assignment or transfer in contravention ofthe provisions of this Paragraph 9 shall be void and of no force or effect.

 

10.           CONFIDENTIALTREATMENT.

 

Buyer understands that certain commercial and financial informationcontained in this Letter Agreement are considered by Boeing asconfidential.  Buyer agrees that it willtreat this Letter Agreement and the information contained herein asconfidential and, except as otherwise required by law, will not, without theprior written consent of Boeing, disclose this Letter Agreement or anyinformation contained herein to any other person or entity.

 

If the foregoing correctly sets forth our understanding, please executethe original and one (1) copy hereof in the space provided below andreturn 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**

 

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Page 7

 

***

 

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

----

 

 

6-1162-SKC-984

 

Northwest Airlines, Inc.

2700 Lone Oak Parkway

Eagan, Minnesota  55121

 

Subject:                                                     OpenConfiguration Matters

 

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

 

This letter agreement (Letter Agreement) is entered into on the datebelow, and amends and supplements the Purchase Agreement.  All terms used but not defined in this LetterAgreement have the same meaning as in the Purchase Agreement.

 

1.                                       Model787-8 Aircraft.

 

1.1                                 AircraftConfiguration.

 

Due to the developing design of the 787 Aircraft and the long period oftime between the Purchase Agreement signing and delivery of Buyer’s firstAircraft, the configuration of Buyer’s Aircraft has not yet been defined.  The parties agree to complete configurationof the 787-8 Aircraft no later than September 1, 2005, using theconfiguration elements defined in 787 Airplane Description and Selections787B1-0227.which includes available Options (Optional Features) for selection(Configuration).  It is acknowledged thatBuyer may delay engine selection and in such event the engine model shall bethe sole open item.

 

Attachment A to this Letter Agreement lists Optional Features for the787-8 Aircraft selected by Buyer for planning purposes and pricing estimates.

 

1.2.                              DefinitiveAgreement.

 

By ***, Boeing will provide Buyer a written amendment to the PurchaseAgreement reflecting the Configuration, including, without limitation, theeffects of the Configuration on those portions of the Purchase Agreementdescribed in Articles 1.2.1 through 1.2.4, below.

 

 

P.A. No. 2924

 

BOEING PROPRIETARY

 

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1.2.1                        Exhibit A.

 

The Configuration will be incorporated into Exhibit A of thePurchase Agreement.

 

1.2.2                        BasicSpecification.

 

Changes applicable to the basic Model 787-8 aircraft which aredeveloped by Boeing between the date of signing of the Purchase Agreement andcompletion of the Configuration will be incorporated into Exhibit A of thePurchase Agreement.

 

1.2.3        ***

 

1.2.4                        PriceAdjustments.

 

The Aircraft Basic Price and Advance Payment Base Price of eachAircraft set forth on Table 1 to the Purchase Agreement includes an estimatefor the price of Seller Purchased Equipment and an estimate of the total priceof Optional Features. Attachment C to this Letter Agreement identifies theinterior pricing allowance included in the Aircraft Basic Price.  Attachment D to this Letter Agreement containsa list of priced Optional Features.  TheAircraft Basic Price and the Advance Payment Base Price of each Aircraft willbe adjusted as required to reflect the difference between such estimate and theactual price of such elements of the configuration***.

 

1.3                                 OtherLetter Agreements.

 

Boeing and Buyer acknowledge that as the configuration of the Aircraftprogresses, there will be a need to negotiate letter agreements addressing oneor more of the following subjects:

 

 

P.A. No. 2924

 

BOEING PROPRIETARY

 

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1.3.1                        BuyerSoftware.

 

Similarly to other Boeing aircraft, it isanticipated there will be some software owned by or licensed to Buyer that willbe loaded on the Aircraft at delivery. The specific systems, installation logistics, and related terms andconditions have yet to be defined.

 

1.3.2                        Installationof In-flight Entertainment Equipment.

 

The method of offering In-flight Entertainment Equipment, including butnot limited to requirements and responsibilities of the parties hereto has yetto be defined.

 

1.3.3                        BuyerFurnished Equipment (BFE) and Seller Purchased Equipment (SPE).

 

Provisions relating to the terms on which Boeing may offer or installBFE and SPE in the Aircraft have yet to be defined.

 

2.                                       Model787-9 Aircraft

 

The parties agree to complete the configuration of the model 787-9Aircraft prior to substitution pursuant to Letter Agreement No. 6-1162-SKC-1065to this Purchase Agreement using the Boeing Detail Specification (if available)or the configuration elements defined in 787 Airplane Description andSelections document for the model 787-9.

 

Attachment B to this Letter Agreement lists Optional Features for the787-9 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

 

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| NORTHWEST AIRLINES, INC. |                                                   |   |
|--------------------------|--------------------------------------------------------|--------|
|                     |                                                   |   |
|                     |                                                   |   |
| By                       |        ***          |   |   |
|                     |                                                   |   |
| Its                      |      President & CEO |   |   |
|                          |                                                        |        |  |  |

 

 

P.A. No. 2924

 

BOEING PROPRIETARY

 

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***

 

 

P.A. No. 2924

 

BOEING PROPRIETARY

 

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Attachment A    6-1162-SKC-984

 

**787- 8 Airplane Price Build-up**

 

 

 

**Includedin Base Price**

**- CompleteCertifiable Airplane -**

 

**•****             MTOW**

 

**•****             ForeignCertification**

 

**•****             Engines**

 

**•****             SingleSATCOM w/full provisions for Dual**

 

**•****             FlightDeck Printer**

 

**•****             FlightDeck Display Options**

 

**•****             VHFComm System**

 

**•****             SELCAL**

 

**•****             HFComm System**

 

**•****             HFData Link**

 

**•****             FlightInterphone System**

 

**•****             CockpitVoice Recording**

 

**•****             FlightData Recorder**

 

**•****             QuickAccess Recorder**

 

**•****             DualWeather Radar**

 

**•****             DualHUD**

 

**•****             DualRadio Altimeter**

 

**•****             DualTCAS**

 

**•****             DualVOR Nav System**

 

**•****             Landing &Taxi Aids**

 

**•****             ElectronicFlight Bag**

 

**•****             DualATC Trans Sys**

 

**•****             DualDME**

 

**•****             LargeCargo Door**

 

**•****             CrewOxygen Masks**

 

**•****             GalleyRefrigeration**

 

**•****             DualElectronic Ground Prox**

 

**•****             WirelessIFE backbone**

 

**•****             ELT**

 

**•****             EmergencyEquipment**

 

**•****             FloorCoverings**

 

**•****             OverwaterEquipment**

 

**•****             Curtains**

 

**•****             EconomyClass Seats**

 

**•****             PremiumSeats**

 

**•****             GalleyShells**

 

**•****             GalleyInserts**

 

**•****             Lavatories**

 

**•****             Closets/ Partitions / Dividers**

 

**OfferableCatalog Options**

**- AtCatalog Price (2004 $ STE)-**

 

**•****             FlightDeck Crew Rest - $1,071,700**

 

**•****             CabinCrew Rest - $1,139,200**

 

**•****             HighComfort Attendant Seats - $23,000/each**

 

**•****             PremiumLav - $214,900 Handicap Lav - $200,500**

 

**•****             AdditionalIFE Features - TBD**

 

**•****             Connexionby Boeing – N/C (does not include equipment or service agreement charges whichwill be provided by Connexion)**

 

**•****             ForwardCargo Air conditioning - $178,100**

 

**•****             DualADF - $50,000**

 

**•****             FlightDeck Surveillance Cameras - $69,900**

 

**•****             FlightDeck Humidification System - $86,900**

 

**•****             AdditionalCrew Oxygen - two Crew oxygen cylinders 115-Cubic-Foot-Capacity - $4,000,remote crew oxygen fill station - $28,900**

 

**•****             AdditionalPassenger Oxygen Capability – Medium capacity (~22 minutes) -TBD or Largecapacity (~60 min) - TBD**

 
| Interior is defined by the 272 passenger  configuration shown in the Airplane Selections & Descriptions  document. |   |  |
|-----------------------------------------------------------------------------------------------------------------------------|--------|--|

 

----

 

Attachment B    6-1162-SKC-984

 

 

 

**787-9Airplane Price Build-up**

 

**Includedin Base Price**

**- CompleteCertifiable Airplane -**

 

**•****             MTOW**

 

**•****             ForeignCertification**

 

**•****             Engines**

 

**•****             SingleSATCOM w/full provisions for Dual**

 

**•****             FlightDeck Printer**

 

**•****             FlightDeck Display Options**

 

**•****             VHFComm System**

 

**•****             SELCAL**

 

**•****             HF CommSystem**

 

**•****             HF DataLink**

 

**•****             FlightInterphone System**

 

**•****             CockpitVoice Recording**

 

**•****             FlightData Recorder**

 

**•****             QuickAccess Recorder**

 

**•****             DualWeather Radar**

 

**•****             DualHUD**

 

**•****             DualRadio Altimeter**

 

**•****             DualTCAS**

 

**•****             DualVOR Nav System**

 

**•****             Landing &Taxi Aids**

 

**•****             ElectronicFlight Bag**

 

**•****             DualATC Trans Sys**

 

**•****             DualDME**

 

**•****             LargeCargo Door**

 

**•****             CrewOxygen Masks**

 

**•****             GalleyRefrigeration**

 

**•****             DualElectronic Ground Prox**

 

**•****             WirelessIFE backbone**

 

**•****             ELT**

 

**•****             EmergencyEquipment**

 

**•****             FloorCoverings**

 

**•****             OverwaterEquipment**

 

**•****             Curtains**

 

**•****             EconomyClass Seats**

 

**•****             PremiumSeats**

 

**•****             GalleyShells**

 

**•****             GalleyInserts**

 

**•****             Lavatories**

 

**•****             Closets/ Partitions / Dividers**

 

**Offerable Catalog Options**

**- At Catalog Price (2004 $ STE)-**

 

**•****             FlightDeck Crew Rest - $1,071,700**

 

**•****             Cabin CrewRest - $1,139,200**

 

**•****             HighComfort Attendant Seats - $23,000/each**

 

**•****             PremiumLav - $214,900 Handicap Lav - $200,500**

 

**•****             AdditionalIFE Features - TBD**

 

**•****             Connexionby Boeing – N/C (does not include equipment or service agreement charges whichwill be provided by Connexion)**

 

**•****             ForwardCargo Air conditioning - $178,100**

 

**•****             DualADF - $50,000**

 

**•****             FlightDeck Surveillance Cameras - $69,900**

 

**•****             FlightDeck Humidification System - $86,900**

 

**•****             AdditionalCrew Oxygen - two Crew oxygen cylinders 115-Cubic-Foot-Capacity - $4,000,remote crew oxygen fill station - $28,900**

 

**•****             AdditionalPassenger Oxygen Capability – Medium capacity (~22 minutes) -TBD or Largecapacity (~60 min) - TBD**

 
| Interior is defined by the 319 passenger  configuration shown in the Airplane Selections & Descriptions  document. |   |  |
|-----------------------------------------------------------------------------------------------------------------------------|--------|--|

 

----

 

AttachmentD   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)                   |       |
|                               |            |                                                                                                                                                                                                                                                                                                                                            |            |                           |            |  |

 

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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 willbe provided by Connexion

 

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6-1162-SKC-987

 

Northwest Airlines, Inc.

2700 Lone Oak Parkway

Eagan, Minnesota  55121

 

Subject:                                                     ***– Applicable Terms and Conditions

 

Reference:                                        PurchaseAgreement 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 datebelow, and amends and supplements the Purchase Agreement.  All terms used but not defined in this LetterAgreement have the same meaning as in the Purchase Agreement.

 

Boeing and Buyer wish to define (1) the conditions under whichBuyer may add to the Purchase Agreement additional 787-8 and 787-9 modelaircraft for which Buyer has been granted *** pursuant to this Letter Agreementand (2) the contract terms which will be applicable to such additionalaircraft in the event Buyer exercises such rights.

 

1.0                                 OptionAircraft 

 

Boeing grants Buyer the option to purchase (Option) eighteen (18)additional model 787-8  aircraft (OptionAircraft) on the terms and conditions described in this Letter Agreement.

 

1.1                                 Thedelivery positions and option deposit amounts for the Option Aircraft are asset forth in Attachment A to this Letter Agreement (Attachment A).  The option exercise date for each OptionAircraft shall be not later than the first day of the month *** months prior tothe Option Aircraft delivery month for such Option Aircraft shown on AttachmentA, unless Buyer elects to substitute a model 787-9 aircraft as provided forLetter Agreement 6-1162-SKC-1065, “Aircraft Model Substitution.”  ***

 

1.2                                 Theeighteen (18) initial firm Aircraft identified in Table 1 to the PurchaseAgreement as of the date of its execution (Initial Aircraft) must

 

 

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deliver prior to the month ofdelivery of any Option Aircraft, and all Option Aircraft must deliver no laterthan ***.

 

1.3                                 TheAircraft Basic Price for each Option Aircraft (Option Aircraft Basic Price)shall be the same as Boeing’s then current Aircraft Basic Price for model 787-8aircraft in the configuration of the undelivered Aircraft as of the date ofexercise of the Option ***.

 

1.4                                 Theadvance payment schedule for the Option Aircraft shall be equivalent tothat for the Initial Aircraft as defined in Letter Agreement 6-1162-SKC-1039, “AdvancePayments” (Advance Payment Letter Agreement).

 

***

 

1.6                                 Theadvance payments for each Option Aircraft shall equal the Option AircraftAdvance Payment Base Price provided pursuant to Article 1.5 hereinmultiplied by the applicable percentage set forth in the Advance Payment LetterAgreement.

 

1.7                                 AnOption will be deemed exercised and Boeing will be obligated to sell to Buyerand Buyer will be obligated to purchase from Boeing such Option Aircraft on theterms set forth in this Letter Agreement at such time as Buyer on or prior tothe date of Option exercise specified in Article 1.1 of this LetterAgreement (1) has given written notice to Boeing of its exercise of suchOption and (2) has made an electronic transfer to Boeing of all advancepayments due for such Option Aircraft as of the date of exercise of theOption.  The option deposit will beapplied to the advance payment requirements. ***.

 

1.8                                 IfBuyer does not exercise an Option in accordance with the provisions of thisLetter Agreement or Buyer notifies Boeing that it does not wish to exercise anOption, Boeing will, without further notification, remove the respective OptionAircraft from its production planning, and Buyer’s option deposit for suchOption Aircraft will be forfeited by Buyer and retained by Boeing.

 

***

 

5.0                                 ProductionDecisions.

 

In the event Boeing decides to terminate the production of the Model787 aircraft, and Boeing must make production decisions which are dependent onBuyer’s exercising an Option, Rolling Option or Purchase Right earlier than theapplicable exercise date defined in this Letter Agreement, Boeing mayaccelerate the respective exercise date subject to Buyer’s agreement.  If Boeing and Buyer

 

 

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fail to agree to a revisedOption 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, withoutinterest, any option deposit it has received.

 

***

 

8.0                                 EngineManufacturer Pricing.

 

For the avoidance of doubt, (1) Buyer is responsible for and shallpay any additional charges that may be levied by the engine manufacturer as aresult of *** Letter Agreement 6-1162-SKC-1065, Aircraft Model Substitution,and (2) Buyer shall be responsible for any changes to the Engine Price orescalation method used for determining the price of an ***.

 

10                                    ConfidentialTreatment.

 

Buyer understands that certain commercial and financial informationcontained in this Letter Agreement is considered by Boeing asconfidential.  Buyer agrees that it willtreat this Letter Agreement and the information contained herein asconfidential and, except as otherwise required by law, will not, without theprior written consent of Boeing, disclose this Letter Agreement or anyinformation contained herein to any other person or entity.

 

 

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| 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               |                                             |

 

 

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*** – Applicable Terms andConditions

 

BOEING PROPRIETORY

 

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Attachment A (GEnx Engines) to

Letter Agreement No. 6-1162-SKC-987

Page 1

 

***

 

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Attachment B to Letter Agreement 6-1162-SKC-987

 

 

P.A. No. 2924

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BOEING PROPRIETORY

 

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6-1162-SKC-990

 

Northwest Airlines, Inc.

2700 Lone Oak Parkway

Eagan, Minnesota 55121

 

Subject:                                                     MaintenanceCost Guarantee

 

Reference:                                        PurchaseAgreement 2924 (the Purchase Agreement) between The Boeing Company (Boeing) andNorthwest Airlines, Inc. (Buyer) relating to Model 787 aircraft (787-3Aircraft, 787-8 Aircraft, 787-9 Aircraft, or collectively Aircraft)

 

This letter agreement 6-1162-SKC-990 includingwithout 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 samemeaning as in the Purchase Agreement.

 

Recitals

 

A.                                   Buyerhas requested a program which will either demonstrate achievement of theprojected maintenance costs for the Aircraft or, if such projected costs arenot demonstrated, provide Buyer specific remedies.

 

B.                                     Inresponse to Buyer’s request Boeing offers the following maintenance costguarantee program (Program) for estimating and validating the maintenance costsincurred by Buyer in the operation of the Aircraft and providing specificremedies to Buyer in the event maintenance costs for the Aircraft as defined inthis Letter Agreement exceed specified values.

 

Agreement

 

1.                                       CoveredAircraft.

 

The Program shall apply to those Aircraft identified in Table 1 to thePurchase Agreement and operated by Buyer on Buyer’s routes during the ProgramTerm (Covered Aircraft). *** particularly described in Attachment B and allsuch adjustments to be consistent with the methodology used in Attachment B.

 

2.                                       ProgramTerm.

 

The Program shall begin on January 1, 2009 ***.

 

 

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3.                                       CoveredMaintenance.

 

The maintenance costs covered by the Program shall be the costs (asmore fully defined herein) of labor performed and materials used in theairframe, airframe component and engine line maintenance of the CoveredAircraft where the maintenance is performed as part of a maintenance programapproved by Buyer’s regulatory authority (Covered Maintenance).

 

All monetary amounts provided in this Letter Agreement will beexpressed in U.S. dollars.

 

4.                                       ProgramCommitment.

 

The Cumulative Average Actual Maintenance Cost shall not exceed theCumulative Average Target Maintenance Cost as these terms are defined in this Article 4(Program Commitment).  If the performanceof the Covered Aircraft does not comply with the Program Commitment(Noncompliance), Buyer shall have the remedies specified in Article 8below.

 

**4.1****                               CumulativeAverage Actual Maintenance Cost**means the aggregate Actual Maintenance Costof Covered Maintenance for all then-completed Reporting Periods divided by theFleet Flight Hours for all such completed Reporting Periods.

 

**4.2**                               **Actual Maintenance Cost**means the sum of (i) the LineMaintenance Material Cost, (ii) the Line Maintenance Labor Cost, (iii) theBase Maintenance Material Cost, (iv) the Base Maintenance Labor Cost, (v) theSubcontracted Base Maintenance Labor Cost, and (vi) the Total Shop Cost incurredby Buyer during a Reporting Period for Covered Maintenance, where:

 

**4.2.1****                     LineMaintenance Material Cost**means the actual cost paid by Buyer for materialsrequired to perform the line maintenance portion of the Covered Maintenance ina Reporting Period, as adjusted pursuant to the provisions of this LetterAgreement and exclusive of those costs and/or other charges as set forth in Article 9;and

 

**4.2.2****                     LineMaintenance Labor Cost**means the product of Line Labor Hours and Line LaborRate, where:

 

**Line Labor Hours**meansthe hours expended by Buyer in performing the line maintenance portion of theCovered Maintenance during a Reporting Period ***.

 

 

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and

 

**Line Labor Rate***** Buyer’s average direct hourly labor ratepaid to Buyer’s employees who actually perform the line maintenance portion ofthe Covered Maintenance during such Reporting Period, as adjusted pursuant tothe provisions of this Letter Agreement. Direct labor rate excludes overhead, including without limitation,business taxes, and fringe benefits, premium time allowances, social chargespaid to Buyer’s employees who actually perform the Covered Maintenance.

 

**4.2.3****                     BaseMaintenance Material Cost** means the actual cost paid by Buyer for materialsrequired to perform the base maintenance portion of the Covered Maintenance ina Reporting Period, as adjusted pursuant to the provisions of this LetterAgreement and exclusive of those costs and/or other charges as set forth in Article 9.

 

**4.2.4****                     BaseMaintenance Labor Cost**means the product of Base Labor Hours and Base LaborRate, where:

 

**Base Labor Hours**meansthe hours expended by Buyer in performing the base maintenance portion of theCovered Maintenance during a Reporting Period exclusive of time consumed byemployees while waiting for work, traveling to or from work, training,vacation, sick leave, or in any other similar absences from the actualmaintenance work as adjusted pursuant to the provisions of this LetterAgreement,

 

and

 

**Base Labor Rate***** Buyer’s average direct hourly labor ratepaid to Buyer’s employees who actually perform the base maintenance portion ofthe Covered Maintenance during such Reporting Period, as adjusted pursuant tothe provisions of this Letter Agreement. Direct labor rate excludes overhead, including without limitation,business taxes, and fringe benefits, premium time allowances, social chargespaid to Buyer’s employees who actually perform the Covered Maintenance.

 

**4.2.5****                     SubcontractedBase Maintenance Labor Cost** means the cost adjusted pursuant to theprovisions of this Letter Agreement incurred by Buyer for labor for the basemaintenance portion of the Covered Maintenance performed during a ReportingPeriod by a third party certified to perform such Covered Maintenance pursuantto 14 United States Code of Federal Regulations, Part 145, or EuropeanUnion Commission Regulation EC 2042/2003, Part 145.

 

 

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**4.2.6****                     TotalShop Cost** means the total labor and material cost incurred by Buyer toperform the shop maintenance portion of the Covered Maintenance in a ReportingPeriod, including brakes, wheels, tires, landing gear, APU, QEC and otherairframe components, as adjusted pursuant to the provisions of this LetterAgreement and exclusive of those costs and/or other charges as set forth in Article 9.

 

**4.2.7****                     ShopLabor Cost** means the estimated portion of Total Shop Cost attributable tolabor for the Covered Aircraft.  ***

 

**4.2.8****                     ShopMaterial Cost** means the estimated portion of Total Shop Cost attributableto material.  ***

 

**4.3****                               FleetFlight 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 landingsaccumulated by all the Covered Aircraft during a Reporting Period.

 

**4.5****                               CumulativeAverage Target Maintenance Cost**means the value calculated at the end ofeach completed Reporting Period by multiplying the Target Maintenance Cost foreach completed Reporting Period by the average Fleet Flight Hours reported byBuyer for each such completed Reporting Period, adding the products togetherand dividing the sum by the total Fleet Flight Hours for all completedReporting Periods.

 

**4.6****                               TargetMaintenance Cost**means the total cost as determined pursuant to Paragraph 5below.

 

5.                                       Calculationof Target Maintenance Cost.

 

5.1                                 Nolater than six (6) months prior to delivery of the first Covered Aircraft,Buyer will provide to Boeing the maintenance cost data and operationalassumptions described on Attachment A ***.

 

5.2                                 Usingthe methodology set forth in Attachment B, the Maintenance Cost Benchmark Datawill be adjusted pursuant to the provisions of this Letter Agreement to amature maintenance level for Buyer ***

 

Using the operational assumptions provided byBuyer in Attachment A for the Covered Aircraft, the Mature EquivalentMaintenance Cost and the methodology set forth in Attachment B, the targetmature maintenance cost for the Covered Aircraft (Target Mature MaintenanceCost for the Covered Aircraft) will be derived pursuant to the provisions ofthis Letter Agreement.

 

 

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**BOEINGPROPRIETARY**

 

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Finally, the average flight time and ageadjustment methodology set forth in Attachment B will be applied pursuant tothe provisions of this Letter Agreement to establish Target Maintenance Costsfor the Covered Aircraft for each Reporting Period.  Boeing will report such values to Buyer inthe form specified in Attachment C.

 

5.3                                 TheTarget Maintenance Costs will be recalculated by Boeing as provided inAttachment B using the methodology set forth therein.  Boeing will report the recalculated TargetMaintenance Costs to Buyer in the form specified in Attachment F.

 

6.             Reporting ofActual Maintenance Data.

 

6.1                                 Within120 days after the last day of each Reporting Period Buyer will complete andreturn to Boeing Attachment D to provide to Boeing the data specified thereinfor that Reporting Period.

 

***

 

7.             Calculation ofActual Maintenance Costs and Compliance with the Program Commitment.

 

7.1                                 Subjectto the limitations described in Article 9, within 30 days after receivingBuyer’s report pursuant to Article 6 for each Reporting Period, Boeingwill use the data provided by the Buyer in such report and the methodology inAttachment B to calculate the Cumulative Average Actual Maintenance Cost forthe Covered Aircraft for such Reporting Period and will provide to Buyer areport in content and form as shown in Attachment E.

 

7.2                                 Ifthe data determined pursuant to Article 7.1 indicates that the performanceof the Covered Aircraft for the applicable Reporting Periods does not complywith the Program Commitment, Buyer will, upon request, submit to Boeingsufficient information to allow Boeing to verify

 

(i) the accuracy of data reported byBuyer pursuant to Article 6,

 

(ii) the data does not reflectassumptions other than those relied upon in developing the Target MaintenanceCosts, and

 

(iii) the data is consistent with allprovisions of this Letter Agreement.

 

***

 

7.3                                 Ifafter completing the verification and analysis described in Article 7.2(which shall in no event be later than *** days after Buyer furnishes to

 

 

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Boeing the information described in Article 7.2 for the relevantReporting Period) the data indicates that the performance of the CoveredAircraft for the applicable Reporting Periods does not comply with the ProgramCommitment, 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)                                     Toanalyze the problems causing such Noncompliance, and

 

(ii)                                  Todevelop, when required, with Buyer’s assistance, appropriate corrective action.

 

8.                                       CorrectiveAction.

 

8.1                                 Shouldcorrective action pursuant to Article 7.3 be appropriate:

 

8.1.1                        Boeingwill investigate the circumstances and possible causes of the Noncompliance,and

 

8.1.2.                     Boeingwill provide technical assistance to Buyer in the form of analysis andrecommendations for reducing Actual Maintenance Cost, and

 

8.1.3                        Afterconsultation with Buyer, if necessary, Boeing will initiate a design review ofthe systems, accessories, equipment or parts *** cause of the Noncomplianceand, when a redesign is indicated as a technically and economically practicablemeans of complying with the Program Commitment, Boeing will redesign or causethe redesign of such items, and

 

8.1.4.                     Ifsuch redesign results in retrofit kits being offered by Boeing or Boeing’ssuppliers, Boeing will provide such kits or cause such kits to be provided atno charge to Buyer.  Boeing will alsoreimburse, at Boeing’s then existing warranty labor rate, Buyer’s reasonablelabor costs for incorporation of any such kit manufactured to Boeing’s orBoeing’s supplier’s detailed design. Such reimbursement will be provided pursuant to Exhibit B, “ProductAssurance Document,” of the Purchase Agreement.

 

***

 

8.2                                 AtBoeing’s request, Buyer will assign to Boeing (to the extent Buyer is legallyand contractually permitted to do so) any of Buyer’s rights against themanufacturer of any equipment, accessory or part installed in the CoveredAircraft as may be required for Boeing to fulfill its obligations with respectto any corrective action provided by Boeing hereunder.

 

 

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**BOEINGPROPRIETARY**

 

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9.                                       Conditionsand Limitations.

 

9.1                                 If,with the intent of reducing the cost of Covered Maintenance, Boeing or anysupplier issues service bulletins, service letters or other writteninstructions or offers no-charge retrofit kits, Buyer and its subcontractorswill comply with such instructions or install such kits within a period ofeight (8) months after issuance of such instructions or receipt of suchkits at Buyer’s facility, or such longer period as may be otherwise mutuallyagreed (Response Period) ***.  If Buyeror any of its subcontractors does not incorporate and install any suchmodification or procedure which Buyer is required to incorporate and installpursuant to the immediately preceding sentence, after expiration of theapplicable Response Period all maintenance costs, which would have beeneliminated if such instructions or kits had been incorporated will besubtracted from the Actual Maintenance Costs reported.

 

9.2                                 Buyerwill promptly notify Boeing in writing of any variations in its maintenancecost accounting system or procedures or those of its subcontractors which wouldaffect the proper reporting of Actual Maintenance Costs.  Boeing will review with Buyer such variationsand as appropriate make adjustments in a commercially reasonable manner to theCumulative Average Target Maintenance Cost to reflect the effect of any suchvariations.

 

9.3                                 Uponreasonable notice to Buyer, Boeing will have the right, at reasonable times andintervals and upon prior written notice to Buyer, to audit all ActualMaintenance Costs reported by Buyer during the Program Term, as well as themaintenance practices and procedures related thereto, provided that such auditshall not interfere with Buyer’s flight operations and maintenanceprocedures.  *** Buyer will audit fromtime to time its subcontractors’ maintenance records and practices during theProgram as they pertain to the Covered Aircraft, and release to Boeing suchaudit findings and subcontractor maintenance records that, within its contractterms with such subcontractor, Buyer is allowed to release to Boeing as a thirdparty.  As is necessary, Buyer will usecommercially reasonable efforts to obtain the ability to release all such informationto Boeing.  If requested, Boeing willenter into a proprietary information agreement with subcontractor.  Boeing and Buyer will work in good faith toverify and properly account for data reported by Buyer for which Boeing doesnot receive sufficient data to verify, in accordance with the provisions ofthis Letter Agreement, either the labor hours performed or the material costsincurred in performing such maintenance. Should the parties be unable to so verify and properly account for suchreported data, Boeing will provide Buyer written notification of itsdisapproval of any such costs, and Boeing will deduct such costs from thecomputation of Actual Maintenance Costs.

 

 

P.A. No. 2924

 

**BOEINGPROPRIETARY**

 

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Northwest Airlines, Inc.

6-1162-SKC-990

Page 8

 

9.4                                 Uponreasonable notice to Buyer, Boeing may inspect Buyer’s maintenance facilities,programs and procedures, provided that no such inspection shall interfere withBuyer’s flight operations or maintenance procedures.

 

9.5                                 ActualMaintenance Cost will not include any of the following costs:

 

(a)                                  Costsarising from loss of, or extraordinary damage to, any Covered Aircraft, or anysystem, accessory, equipment or part thereof.

 

(b)                                 Anytaxes, duties, tariffs, surcharges (except customary and reasonable mark-up onmaterials charged by third party maintenance providers), transportation,insurance interest or overhead.

 

(c)                                  Thecosts of initial or sustaining spare parts inventory or the depreciation ofsuch spare parts; costs resulting from any modification to the Covered Aircraftor any system, equipment, accessory or part thereof other than unreimbursedmodifications described under Article 9.1 herein.

 

(d)                                 Costsresulting from the negligent acts or omissions of Buyer.

 

(e)                                  Costsresulting from the failure to comply with Boeing’s or Boeing’s suppliers’applicable written instructions as reasonably modified in Buyer’s AircraftMaintenance Schedule Document for the operation, service, maintenance oroverhaul of any Covered Aircraft, or any system, accessory, equipment or partthereof.

 

(f)                                    Costsattributable to loss of use, revenue or profit.

 

(g)                                 Costsof consumable fluids, including fuel.

 

(h)                                 Costsdue to acts of God, war, armed hostilities, riots, fires, floods, earthquakesor serious accidents, governmental acts or failure to act affecting materials,facilities or aircraft needed for the maintenance of Covered Aircraft.

 

(i)                                     Costsdue to strikes or labor troubles causing cessation, slowdown or interruption ofwork related to the maintenance of Covered Aircraft.

 

 

P.A. No. 2924

 

**BOEINGPROPRIETARY**

 

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Northwest Airlines, Inc.

6-1162-SKC-990

Page 9

 

(j)                                     Costsresulting from failure of or delay in transportation or inability, after dueand timely diligence, to procure materials, systems, accessories, equipment orparts needed for the maintenance of Covered Aircraft.

 

(k)                                  Amountsfor any part provided by Boeing or Boeing’s suppliers to Buyer at no charge.

 

***

 

(m)                               Amountsrelated to any warranty, maintenance cost guarantee or similar agreement, forwhich there is a credit memorandum or other payment scheme established in Buyer’sfavor and issued by Boeing or Boeing’s suppliers to Buyer.

 

***

 

9.7                                 TheProgram will be suspended if during any Reporting Period the averageutilization for the Covered Aircraft is less than *** hours.  *** the Program will resume on the first dayof any subsequent Reporting Period during which the average utilization for theCovered Aircraft exceeds that set forth above. The Actual Maintenance Cost and the Cumulative Average Target MaintenanceCost as of any Reporting Period during the Program Term will exclude all ActualMaintenance Cost and Fleet Flight Hours accumulated during any Reporting Periodin which the Program was suspended as provided above.  The Program will not be extended to reflectany period wherein it was suspended.  ***

 

10.                                 Notice

 

10.1                           Allreports submitted to Boeing will be addressed to the attention of:

 

Director - BCA Warranty and Supplier SupportContracts

Boeing Commercial Airplanes

P.O. Box 3707    Mail Code 2L-46

Fax: 206-544-9171

Seattle, Washington 98124-2207

 

10.2                           Allreports submitted to Buyer will be addressed to the attention of:

 

Controller, Technical Operations

 

 

P.A. No. 2924

 

**BOEINGPROPRIETARY**

 

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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 andDischarge by Buyer.

 

The performance of the commitments made in this LetterAgreement by Boeing in accordance with the terms and conditions of this LetterAgreement shall constitute complete, full and final settlement and satisfactionof all Boeing’s obligations and liabilities to Buyer solely with respect tofailure of the Aircraft to meet the Aircraft Commitment.

 

12.                                 ConfidentialTreatment.

 

Buyer understands that certain commercial andfinancial information contained in this Letter Agreement are considered byBoeing as confidential.  Buyer agreesthat it will treat this Letter Agreement and the information contained hereinas confidential and will not, without the prior written consent of Boeing,disclose this Letter Agreement or any information contained herein to any otherperson or entity except as required by applicable law or governmentalregulations.

 

Except as set forth in this Letter Agreement, the Purchase Agreement remainsunchanged and in full force and effect.

 

If the foregoing correctly sets forth your understanding of ouragreement with respect to the matters treated above, please indicate youracceptance 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

 

**BOEINGPROPRIETARY**

 

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Northwest Airlines, Inc.

6-1162-SKC-990

Page 11

 
| NORTHWEST AIRLINES, INC. |                                              |
|--------------------------|---------------------------------------------------|
|                     |                                              |
| By                       |       ***           |   |
|                     |                                              |
| Its                      |     President &  CEO |   |
|                          |                                                   |  |  |

 

 

P.A. No. 2924

 

**BOEINGPROPRIETARY**

 

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Attachment A to 

6-1162-SKC-990

Page 1

 

**AttachmentA:  Maintenance Cost Benchmark Data andCovered 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

 

**BOEINGPROPRIETARY**

 

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Attachment B to 

6-1162-SKC-990

Page 1

Attachment-B -Adjustments

 

Adjustments will be made as described in this Attachment B to Buyer’sMaintenance Cost Benchmark Data submitted in Attachment A, the TargetMaintenance Costs reported in Attachment C and Actual Maintenance Cost Datareported in Attachment D.

 

1.0                                 ReportingCurrency.

 

All monetary amounts provided in this Letter Agreement will beexpressed in U.S. dollars.

 

2.0                                 EscalationIndices.

 

2.1                                 MaterialPrice Inflation.

 

The measure of material price inflation willbe the Producer Price Index for “Other Aircraft Parts and Auxiliary EquipmentMfg” (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 Boeingand Buyer published by the U.S. Department of Labor Bureau of Labor Statisticsor any comparable successor agency (Material Index).

 

2.2                                 Labor PriceInflation.

 

The measure of labor price inflation will bethe “Employment, Hours, and Earnings from the Current EmploymentStatistics Survey (National)” (North American Industry Classification System(NAICS) code 336413, BLS Series ID =CEU3133641306) obtainedfrom the publication published monthly by the U.S. Department of Labor, Bureauof Labor Statistics or any comparable successor publication as mutually agreedto by Boeing and Buyer published by the U.S. Department of Labor Bureau ofLabor Statistics or any comparable successor agency (Labor Index).

 

3.0                                 BenchmarkMethod for Determining Target Maintenance Costs.  

 

The Target Maintenance Costs will be determined for the CoveredAircraft 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             ReportingPeriod Adjustments.

 

4.1                                 MaterialCosts.

 

The reported Line Maintenance Material Cost,Base Maintenance Material Cost and Shop Material Cost for a Reporting Periodwill be revised to values expressed in the Base Year by multiplying such costsby the ratio of the average of the values of the Material Index published forthe twelve months of the Base Year to the average of the values for theMaterial Index published during twelve months of the applicable ReportingPeriod.

 

4.2                                 LaborCosts.

 

The reported Line Maintenance Labor Cost,Base Maintenance Labor Cost and Subcontracted Base Maintenance Labor Cost for aReporting Period will be revised by multiplying the reported labor cost by theratio of the labor rate specified in the operational assumptions section ofAttachment A to the Buyer’s then-current labor rate, as reported in AttachmentD.

 

 

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**BOEINGPROPRIETARY**

 

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Attachment B to 

6-1162-SKC-990

Page 2

 

4.3                                 ShopLabor Costs.

 

The reported Shop Labor Cost for a ReportingPeriod will be revised to values expressed in the Base Year by multiplying suchcosts by the ratio of the average of the values of the Labor Index publishedfor the twelve months of the Base Year to the average of the values for theLabor Index published during twelve months of the applicable Reporting Period.

 

5.0                                 Recalculationof Target Maintenance Cost.

 

5.1                                 AverageFlight Time.

 

If the Actual Average Flight Time (AAFT) forany Reporting Period differs from the Projected Average Flight Time (PAFT) of8.23 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 themethodology specified in Paragraph 5.2 below to reflect the AAFT, where:

 

5.1.1                        **Actual Average Flight Time (AAFT)** means the Total FleetFlight Hours reported in Attachment D divided by Total Fleet Landings reportedin Attachment D.

 

5.2                                 Methodfor Recalculating Target Maintenance Cost

 

As permitted by paragraph 5.1 of thisAttachment B, the Target Maintenance Cost for a Reporting Period will berecalculated using the following formula and using the operational assumptionsprovided by the Buyer for the Reporting Period in Attachment D to the LetterAgreement:

 

Recalculated Target Cost (or RTC) = ((BB +(Average Flight Time * AA))/Average Flight Time)

 

**Where**:  AA is dollars per flight hour and BB isdollars per cycle as derived from the Mature Fleet Benchmark Data and the dataprovided in Attachment H as detailed below.

 

BB = R * $PerCycle

 

AA = R * $PerFlightHour

 

***

 

5.3                                 CoveredAircraft.

 

The Target Maintenance Cost is based on thenumber of Covered Aircraft.  If thenumber of Covered Aircraft changes during any Reporting Period, the TargetMaintenance Cost will be recalculated for that Reporting Period to address anychange to the average fleet age by using the methodology specified in paragraph5.7, below.

 

5.4                                 DeliverySchedule.

 

If the delivery schedule for the CoveredAircraft described in Table 1 to the Purchase Agreement changes during anyReporting Period, the Target Maintenance Cost will be recalculated for thatReporting Period and subsequent Reporting Periods to address any resultingchanges to the average fleet age using the methodology specified in paragraph5.7, below.

 

5.5                                 ***

 

5.6                                 ***

 

5.7                                 AgeAdjustment.

 

Age Adjustments will be based on the averagefleet age during a Reporting Period and the factors set forth in the tablesbelow.  Maintenance Cost Benchmark Datawill be adjusted to maturity by dividing the cost for

 

 

P.A.  No. 2924

Maintenance_Cost_Protection

 

**BOEINGPROPRIETARY**

 

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Attachment B to 

6-1162-SKC-990

Page 3

 

a given period by the Maturity Factor which corresponds to the averagefleet age.  The Target Maintenance Costwill be calculated by multiplying the Target Mature Maintenance Cost by thematurity factor corresponding to the average age of the Covered Aircraft at thetime of the Reporting Period.  TheComposite Airplane table applies to the 787 aircraft; the MSG-3  table applies to aircraft with FAA typecertificates granted after 1979.  ***

 

----

 

Attachment C to 

6-1162-SKC-990

Page 1

 

Attachment C –Target Maintenance Cost for Covered Aircraft and Covered Aircraft MaintenanceBaseline

 

To:                                                                              NorthwestAirlines, Inc.

 

Reference:                                        LetterAgreement No. 6-1162-SKC-990 to Purchase Agreement No. 2924

Airframe Maintenance Cost Protection Program

 

Subject:     Target Maintenance Costreported 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

BoeingCommercial Airplanes

P.O. Box 3707     Mail Stop 76-02

Fax: 206-544-9171

Seattle, Washington 98124-2207

 

Reference:                                        LetterAgreement No. 6-1162-SKC-990 to Purchase Agreement No. 2924

Airframe Maintenance Cost Protection Program

 

Subject:                                                     Datareported 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.  Theabove material costs have been calculated in accordance with Article 4.2of the referenced Letter Agreement and exclude all costs described in Article 9therein.

 
| 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

 

**BOEINGPROPRIETARY**

 

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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 4.2of the Letter Agreement.

 

Northwest Airlines, Inc.

 

 
| By     |   |   | Date   |   |   |
|--------|--------|--------|--------|--------|--------|
|   |   |   |   |
| Its    |   |   |   |   |

 

 

P.A.  No. 2924

Maintenance_Cost_Protection

 

**BOEINGPROPRIETARY**

 

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Attachment E to 

6-1162-SKC-990

Page 1

 

To:                                                                              NorthwestAirlines, Inc.

 

Reference:                                        LetterAgreement No. 6-1162-SKC-990 to Purchase Agreement No. 2924

Airframe Maintenance Guarantee

 

Subject:                                                     Datareported 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 referencedLetter Agreement) in base year 2007 U.S. dollars.

 

 

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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

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**BOEINGPROPRIETARY**

 

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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

 

**BOEINGPROPRIETARY**

 

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Attachment E to 

6-1162-SKC-990

Page 1

 

Attachment F –Recalculated and Adjusted Target Maintenance Cost for Covered Aircraft

 

To:                                                                              NorthwestAirlines, Inc.

 

Reference:                                        LetterAgreement No. 6-1162-SKC-990 to Purchase Agreement No. 2924

Airframe Maintenance Cost Protection Program

 

Subject:                                                     Datareported 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

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

 

This letter agreement (Letter Agreement) is entered into on the datebelow, and amends and supplements the Purchase Agreement.  All terms used but not defined in this LetterAgreement have the same meaning as in the Purchase Agreement.

 

***

 

Buyer understands that certain commercial and financial informationcontained in this Letter Agreement and attachments hereto are considered byBoeing as confidential.  Buyer agreesthat it will treat this Letter Agreement and the information contained hereinas confidential and, except as otherwise required by law, will not, without theprior written consent of Boeing, disclose this Letter Agreement or anyinformation 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 ouragreement with respect to the matters treated above, please indicate youracceptance 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:                                        PurchaseAgreement No. 2924 (the Purchase Agreement) between The Boeing Company(Boeing) and Northwest Airlines, Inc. (Buyer) relating to Model 787-8aircraft (the Aircraft)

 

This letter agreement (Letter Agreement) is entered into on the datebelow, and amends and supplements the Purchase Agreement.  All terms used but not defined in this LetterAgreement have the same meaning as in the Purchase Agreement.

 

1.                                       ***

 

2.                                       ***

 

3.                                       ConfidentialTreatment.

 

Buyer understands that certain commercial andfinancial information contained in this Letter Agreement are considered byBoeing as confidential.  Buyer agreesthat it will treat this Letter Agreement and the information contained

 

 

P.A.  No. 2924

 

**BOEINGPROPRIETARY**

 

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Northwest Airlines, Inc.

6-1162-SKC-1011

Page 2

 

herein as confidential and, except as otherwise required by law, willnot, without the prior written consent of Boeing, disclose this LetterAgreement 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

 

**BOEINGPROPRIETARY**

 

----

 

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 LetterAgreement have the same meaning as in the Purchase Agreement.

 

In addition to theallowance for Boeing’s use of Buyer’s Aircraft for performing flight testsprior to delivery as provided in Article 9.2 of the Purchase Agreement, Boeingand Buyer agree that *** 787-8 Aircraft identified in Table 1 of the PurchaseAgreement will be used by Boeing in its flight test program for (i) obtainingthe FAA Type and Airworthiness Certificates for the standard Model 787-8 aircraftas required under Article 8.1.1.1 of the Purchase Agreement, (ii) anyother testing required by the FAA, (iii) any testing required by the EuropeanAviation Safety Agency (EASA), (iv) early ETOPS program testing, (v) any developmental testing (whichwill be no more rigorous than testing required for obtaining the FAA Type andAirworthiness Certificate) which is needed to develop a new design if problemsare discovered in flight test (such as lateral trim, stall characteristics andother design issues), if required, and (vi) *** Boeing marketingdemonstration flights.  SuchAircraft are herein after referred to as the Test Aircraft and such testprogram is hereinafter referred to as the Test Program.

***

 

The Test Aircraft will bemanufactured early, flight tested, refurbished and delivered to Buyer in itsscheduled delivery month pursuant to Table 1 of the Purchase Agreement.  It is hereby agreed that Buyer will acceptdelivery of the Test Aircraft without any reduction in the purchase pricethereof on account of the depreciation and reasonable wear and tear resultingfrom 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.             TestAircraft Refurbishment.

 

Boeingwill refurbish each Test Aircraft prior to delivery thereof to Buyer to ensuresuch Test Aircraft is in compliance with the Detail Specification to be derivedfrom Boeing 787 Airplane Description and Selections Document.  Reasonable wear and tear will be permissiblein all areas of the Test Aircraft except interior areas exposed to passengerview ***.  Such interior areas will be ina condition, at time of delivery to Buyer, comparable to the same areas ofother 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 Boeingstandards.  Significant damage (if any)shall be subject to discussion between Boeing and Buyer so as to determine themost reasonable and practicable correction. Each Test Aircraft will be in a flight test livery until it is repaintedduring refurbishment.

 

2.             Removalof Wiring and Test Instrumentation.

 

Thewiring installation in the Test Aircraft will be the same as in the otherAircraft being purchased by the Buyer under the Agreement, except for wiring configurationdifferences permitted by contract and except for residual flight test wiringand instrumentation.  Boeing shall removeall flight test wiring and instrumentation to the extent practicable.  The residual flight test wiring andinstrumentation will be minimal in amount and weight, will be readilyidentifiable, will be firmly affixed to the Test Aircraft, and will notphysically or electrically affect Test Aircraft systems at delivery to Buyer.  ***

 

3.             PRRand Service Bulletin Incorporation.

 

Duringthe refurbishment of each Test Aircraft, Boeing will incorporate all applicableProduction Revision Records (PRRs) and Service Bulletins which have been releasedby Boeing for incorporation in other Aircraft scheduled for delivery to Buyerprior to the scheduled delivery of the Test Aircraft except for any such PRRsand/or Service Bulletins which are impracticable (in the reasonable mutual judgmentof Boeing and Buyer) to so retrofit on the Test Aircraft.  Boeing will review its plans forincorporation of such PRRs and Service Bulletins with Buyer prior to therefurbishment of the Test Aircraft.  Anydelay in the delivery of the Test Aircraft resulting from the incorporation ofsuch PRRs and/or Service Bulletins shall be an excusable delay within the meaningof Article 6 of the Purchase Agreement. If the reason for not incorporating any such PRR or service bulletin isthe unavailability of retrofit kits, Boeing will furnish such retrofit kits to Buyerat no charge as soon as they can reasonably be made available and Boeing willreimburse Buyer for its direct labor to install such kits at the then currentwarranty labor reimbursement rate.

 

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

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Northwest Airlines, Inc.

6-1162-SKC-1035

Page 3

 

4.             Wheels,Tires and Brakes.

 

Boeingwill install new tires, wheels and brakes on each Test Aircraft after suchflight tests and prior to delivery thereof.

 

***

 

7.             AircraftMaintenance.

 

Boeingwill maintain the Test Aircraft to Boeing standards.  Boeing will accomplish all requiredmaintenance and inspections, consistent with the accumulated hours, cycles anddays, prior to delivery.  At time ofdelivery, Boeing will provide the Buyer a maintenance log in the Buyer’s formatcontaining one Maintenance Check Completion Status Summary report.  The Maintenance Review Board Report will beused to set the starting level of the Buyer’s maintenance program at the timeof delivery.

 

8.             Warranty.

 

Theterms and conditions of the Product Assurance Document (Exhibit B to thePurchase Agreement) will run full term from the date of the delivery of eachTest Aircraft to Buyer.  ***

 

9.             OtherTerms and Conditions.

 

Additionalterms and conditions relating to the Test Program will be added to this LetterAgreement upon final definition of such program.  All terms and conditions relating to themanufacture, sale and purchase of the Aircraft as set forth in the PurchaseAgreement will remain in full force and effect for the Test Aircraft, except asamended by the provisions set forth herein. In the event of damage to any Test Aircraft, Boeing will immediatelynotify Buyer and will begin discussions that will result in an understandingculminating in the mutual satisfaction of both Boeing and Buyer.

 

10.           ConfidentialTreatment.

 

Buyerunderstands that certain commercial information contained in this LetterAgreement are considered by Boeing as confidential.  Buyer agrees that it will treat this LetterAgreement and the information contained herein as confidential and will not,without the prior written consent of Boeing, disclose this Letter Agreement orany information contained herein to any other person or entity, except asrequired 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 andsupplements the Purchase Agreement.  Allterms used but not defined in this Letter Agreement have the same meaning as inthe Purchase Agreement.

 

1.             DeferredAdvance Payment Schedule:

 

Notwithstandingthe advance payment schedule set forth in Article 5.1 of the PurchaseAgreement, Boeing agrees that Buyer may make Advance Payments for the Aircraftin accordance with the schedule below, subject to the terms and conditionsfurther 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.             Intereston Deferred Advance Payments:

 

The foregoing advance payment schedule constitutesa deferral of certain amounts due Boeing pursuant to the advance payment schedule forthe Aircraft as set forth in Article 5.1 of the Purchase Agreement.  Accordingly, Buyer shall pay interest toBoeing on all such deferred amounts at a rate per annum equal to the sum of (i) the90-day LIBOR rate, as published in the Wall Street Journal, U.S. edition, ineffect 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) ***, andcalculated on a basis of a 360-day year. Interest will be paid quarterly toBoeing in arrears on the first business day of each quarter. Any remainingunpaid interest payments for an Aircraft are due and payable at delivery of theAircraft.

 

***

 

4.**            **ConfidentialTreatment.

 

Buyerunderstands that certain commercial and financial information contained in thisLetter Agreement and attachments hereto are considered by Boeing asconfidential.  Buyer agrees that it willtreat this Letter Agreement and the information contained herein asconfidential and, except as otherwise required by law, will not, without theprior written consent of Boeing, disclose this Letter Agreement or anyinformation contained herein to any other person or entity.

 

If theforegoing correctly sets forth your understanding of our agreement with respectto the matters treated above, please indicate your acceptance and approvalbelow.

 
| 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.

2700Lone 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 andsupplements the Purchase Agreement.  Allterms used but not defined in this Letter Agreement have the same meaning as inthe Purchase Agreement.

 

1.                                       ***

 

2.                                       ***

 

3.                                       ***

 

4.                                       ***

 

5.                                       ***

 

6.                                       ***

 

7.                                       ***

 

8.                                       ***

 

9.                                       ***

 

10.                                 ***

 

11.                                 ***

 

12.                                 ***

 

13.                                 Assignment.

 

TheCredit Memoranda and other terms and conditions described in this LetterAgreement are provided as a special accommodation to Buyer in consideration ofBuyer becoming the operator of the Aircraft, and cannot be assigned, in wholeor 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.           ConfidentialTreatment.

 

Buyerunderstands that certain commercial and financial information, described inthis Letter Agreement, are considered by Boeing as confidential.  Buyer agrees that it will treat this LetterAgreement and the information contained herein as confidential and, except asotherwise required by law, will not, without the prior written consent ofBoeing, disclose this Letter Agreement or any information contained herein toany 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

 

NorthwestAirlines, Inc.

2700Lone 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 Agreementamends the Purchase Agreement.  All termsused but not defined in this Letter Agreement have the same meaning ***

 

1.                                       ***

 

2.                                       ***

 

3.                                       ***

 

4.                                       Buyer’s Obligation.

 

Buyer will provide allrecurring data for elements mutually agreed upon and provide other supportreasonably requested by Boeing, in a timely manner.

 

6.                                       Assignment.

 

This Letter Agreement is provided as a financialaccommodation to Customer in consideration of Customer’s becoming the operatorof the Aircraft, and cannot be assigned, in whole or in part, without the priorwritten consent of The Boeing Company.

 

7.                                       ConfidentialTreatment.

 

Customer understands that certain commercial andfinancial information contained in this Letter Agreement are considered byBoeing as confidential.  Customer agreesthat it will treat this Letter Agreement and the

 

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

----

 

NorthwestAirlines, Inc.

6-1162-SKC-1042

Page 2

 

informationcontained herein as confidential and, except as otherwise required by law, willnot, without the prior written consent of Boeing, disclose this LetterAgreement 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 andsupplements the Purchase Agreement.  Allcapitalized terms used but not defined in this Letter Agreement have the samemeaning as in the CSGTA, except for “Aircraft” which will have the meaning asdefined in the Purchase Agreement.  Inconsideration of Customer’s purchase of the Aircraft, and for so long asCustomer continues to operate the Aircraft, ***

 

Boeingand Customer agree to the structure and significant concepts described in thisLetter Agreement and will negotiate in good faith subsequent to a definitive787 purchase agreement, *** program in support of Customer’s fleet of Boeingaircraft other than the Aircraft.

 

1.                                       ***

 

2.                                       ***

 

3.                                       ***

 

4.                                       ***

 

5.                                       ***

 

6.                                       ***

 

7.                                       ***

 

8.                                       ***

 

9.                                       Customerunderstands that certain commercial and financial information contained in thisLetter Agreement are considered by Boeing as confidential.  Customer agrees that it will treat this LetterAgreement and the information contained herein as confidential and, except asotherwise required by law, will not, without the prior written consent ofBoeing, disclose this Letter Agreement or any information contained herein toany 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 andsupplements the Purchase Agreement.  Allterms used but not defined in this Letter Agreement have the same meaning as inthe Purchase Agreement.

 

1.                                       ***

 

2.                                       ***

 

3.                                       ***

 

4.                                       ***

 

5.                                       ***

 

6.                                       ***

 

7.                                       ConfidentialTreatment.

 

Buyerunderstands that certain commercial and financial information contained in thisLetter Agreement and attachments hereto are considered by Boeing asconfidential.  Buyer agrees that it willtreat this Letter Agreement and the information contained herein asconfidential and, except as otherwise required by law, will not, without theprior written consent of Boeing, disclose this Letter Agreement or anyinformation contained herein to any other person or entity.

 

If the foregoingcorrectly sets forth your understanding of our agreement with respect to thematters 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 andsupplements the Purchase Agreement.  Allterms used but not defined in this Letter Agreement have the same meaning as inthe Purchase Agreement.

 

In recognition of Buyer’sstatus as a launch customer of the Aircraft, and the desire of Boeing and Buyerfor the Aircraft to successfully enter into service, Boeing agrees to provideincremental entry-into-service support, described in Paragraph 1, which isseparate and in addition to the three (3) person introductory FieldService support already committed in Exhibit C, Part B (EIS Package).

 

The additional supportdescribed in this Letter Agreement will be provided for a period of one yearfollowing the delivery of the first Aircraft, except as noted in Paragraphs 1.2and 1.3.

 

1.             EISPackage Content

 

1.1           Boeingand its suppliers are preparing for and are committed to a smooth entry intoservice for the 787 aircraft.  In orderto facilitate a timely and appropriate response to significant emerging Boeingand/or supplier issues or problems, identified by Buyer’s senior management,Boeing will provide, at no charge, a 787 Program senior manager, located inSeattle, who is responsible, for the Buyer’s EIS support.  This manager will contact the appropriateorganization and level of management, within Boeing or the supplier,responsible to resolve the issue or problem and will track its status throughits resolution.  Boeing’s intent is torespond 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 evenif MTBUR targets are met.

 

1.2           Boeingwill provide, at no charge, a team of up to three (3) Boeing specialistswho will be located on the Buyer’s site in Minneapolis, Minnesota for a minimumperiod of 90 days.  The period of timethat these engineers remain on-site may be extended in 30-day increments ifrequired by Buyer, up to a reasonable maximum period of time sufficient toensure the Aircraft has a successful entry into service.  The Boeing specialist’s area of expertiseshall be mutually agreed upon by Buyer and Boeing.

 

1.3           Boeingwill work with its suppliers to have, at no charge to Buyer, a team of up tothree (3) supplier specialists on the Buyer’s site in Minneapolis,Minnesota for a minimum period of 90 days.  The period of time that these specialistsremain on-site may be extended in 30-day increments if required by Buyer, up toa reasonable maximum period of time sufficient to ensure the Aircraft has asuccessful entry into service. The supplier specialist’s area of expertiseshall be mutually agreed upon by Buyer and Boeing.

 

1.4           Boeingwill implement and manage a special AOG process with suppliers to prioritizeengineering resources and deliver spare parts that are critical to thesuccessful introduction of the Aircraft into service. This objective will beachieved through provisioning planning with suppliers, the creation of an AOGproblem management process, the daily engagement of the onsite Boeing andSupplier teams, and the intervention and leadership of the 787 Program seniormanager responsible for Buyer’s EIS Package.

 

2.             Assignment.

 

Accommodationscontained in this Letter Agreement are in response to Buyer’s specific requestand made in consideration of Buyer becoming the operator of the Aircraft andcannot be assigned, in whole or in part, without the prior written consent ofBoeing.

 

3.             ConfidentialTreatment.

 

Buyerunderstands that certain commercial and financial information contained in thisLetter Agreement is considered by Boeing as confidential.  Buyer agrees that it will treat this LetterAgreement 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 otherwiserequired by law, will not, without the prior written consent of Boeing,disclose this Letter Agreement or any information contained herein to any otherperson 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 andsupplements the Purchase Agreement. All terms used but not defined in thisLetter Agreement have the same meaning as in the Purchase Agreement.

 

1.             Buyer’sSubstitution Rights and Conditions.

 

Boeingprovides Buyer with the right to substitute the purchase of Boeing model 787-9aircraft (Substitute Aircraft) in place of the Aircraft, subject to the termsand conditions below:

 

***

 

1.2           For configurations not previously certifiedfor other Substitute Aircraft, Buyer must provide written notice of itsintention to substitute the purchase of an Aircraft with the purchase of aSubstitute Aircraft, and define the configuration of the model 787-9 aircraft(including engines), no later than the first day of the month *** prior todelivery of the Substitute Aircraft.

 

1.3           ForSubstitute Aircraft configurations that have been previously certified Buyershall provide written notice of its intention to substitute the purchase of anAircraft with the purchase of a Substitute Aircraft no later than the first dayof the month *** prior to the scheduled month of delivery of the Aircraft forwhich it will be substituted.

 

2.             Boeing’sProduction Capability.

 

***

 

P.A. No. 2924

 

BOEING PROPRIETARY

 

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Northwest Airlines

6-1162-SKC-1065

Page 2

 

Boeing will tentativelyquote delivery positions for Substitute Aircraft to allow Buyer to securequotes from Seller Purchased Equipment vendors or Buyer Furnished Equipmentvendors, and for Boeing to secure quotes from Seller Furnished Equipmentvendors which supports the required on-dock dates.  *** Boeing is unable to manufacture theSubstitute Aircraft in the scheduled delivery month of the Aircraft for whichit will be substituted, then Boeing shall promptly make a written offer of analternate delivery month which shall be the first month following suchscheduled delivery month in which Boeing possesses such production capabilityfor Buyer’s consideration and written acceptance within thirty (30) days ofsuch offer.

 

***

 

3.             DefinitiveAgreement.

 

Buyer’ssubstitution right and Boeing’s obligation in this Letter Agreement are furtherconditioned upon Buyer’s and Boeing’s executing a Supplemental Agreement to thePurchase Agreement reflecting the substitution of the Substitute Aircraft.

 

4.             Priceand Advance Payments.

 

TheAirframe Base Price for the Substitute Aircraft is *** 2004$ subject toescalation, 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 thetime Buyer exercises it substitution right. The Engine Price will be adjustedto the engine manufacturer’s then-current prices as of the date of execution ofthe Supplemental Agreement for the Substitute Aircraft.  The escalation indices and methodology usedto estimate the Advance Payment Base Prices will be adjusted to Boeing’s andthe engine manufacturer’s then-current provisions for such elements as of thedate of execution of the Supplemental Agreement for the Substitute Aircraft.

 

If the Advance PaymentBase 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 dateof execution of the Supplemental Agreement for the Substitute Aircraft.

 

***

 

 

P.A. No. 2924

 

**BOEING PROPRIETARY**

 

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Northwest Airlines

6-1162-SKC-1065

Page 3

 

5.             SubstituteAircraft to Aircraft.

 

Uponfulfillment of the terms and conditions of Paragraphs 1 through 4 of thisLetter Agreement, the Substitute Aircraft shall be deemed an Aircraft forpurposes of this Purchase Agreement.

 

7.             ConfidentialTreatment.

 

Buyerunderstands that certain commercial and financial information contained in thisLetter Agreement are considered by Boeing as confidential. Buyer agrees that itwill treat this Letter Agreement and the information contained herein asconfidential and will not, without the prior written consent of Boeing,disclose this Letter Agreement or any information contained herein to any otherperson 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

 

NorthwestAirlines, Inc.

2700Lone 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) |

 

Thisletter agreement (Letter Agreement) is entered into on the date below, andamends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the samemeaning as in the Purchase Agreement.

 

1.                                       ***

 

2.                                       ***

 

3.                                       ***

 

4.                                       ***

 

5.                                       ***

 

6.                                       ***

 

7.                                       ***

 

8.                                       The terms and conditions described in thisLetter Agreement are provided as a special accommodation to Buyer inconsideration of Buyer becoming the operator of the Aircraft, and cannot beassigned, in whole or in part, without the prior written consent of Boeing.

 

9.                                       Buyer understands that certain commercial andfinancial information, described in this Letter Agreement, is considered byBoeing as confidential.  Buyer agreesthat it will treat this Letter Agreement and the information contained hereinas confidential and, except as otherwise required by law, will not, without theprior written consent of Boeing, disclose this Letter Agreement or anyinformation 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

 

----

 

NorthwestAirlines, Inc.

6-1162-SKC-1087

Page 2

 
| NORTHWEST AIRLINES, INC. |                                                    |
|--------------------------|---------------------------------------------------------|
|                     |                                                    |
|                     |                                                    |
| By                       |       ***                 |   |
|                     |                                                    |   |
| Its                      |      President &  CEO |   |

 

 

P.A. No. 2924

 

BOEING PROPRIETARY

 

----

 

6-1162-SKC-1150

 

NorthwestAirlines, Inc.

2700Lone 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) |

 

Thisletter agreement (Letter Agreement) is entered into on the date below, andamends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the samemeaning as in the Purchase Agreement.

 

1.                                       ***

 

2.                                       ***

 

3.                                       ***

 

4.                                       ***

 

5.                                       ***

 

6.                                       ***

 

7.                                       ***

 

8.                                       ***

 

9.                                       ***

 

10.                                 ***

 

11.                                 Confidential Treatment.

 

Buyer understands that certain commercial andfinancial information contained in this Letter Agreement and attachments heretoare considered by Boeing as confidential. Buyer agrees that it will treat this Letter Agreement and theinformation contained herein as confidential and, except as otherwise requiredby law, will not, without the prior written consent of Boeing, disclose thisLetter Agreement or any information contained herein to any other person orentity.

 

Ifthe foregoing correctly sets forth your understanding of our agreement withrespect to the matters treated above, please indicate your acceptance andapproval below.

 
| Very truly  yours,  |                                                                                           |   |
|---------------------|------------------------------------------------------------------------------------------------|--------|
|                |                                                                                           |   |
| THE BOEING  COMPANY |                                                                                           |
|                |                                                                                           |
|                |                                                                                           |
| By                  |       ***                                                        |   |
|                |                                                                                           |   |
| Its                 |              Attorney-In-Fact |   |
|                     |                                                                                                |        |  |  |

 

 

P.A. No. 2924

 

BOEING PROPRIETARY

 

----

 

NorthwestAirlines, 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 andsupplements the Purchase Agreement.  Allterms used but not defined in this Letter Agreement have the same meaning as inthe Purchase Agreement.

 

***

2.             ConfidentialTreatment.

 

Buyerunderstands that certain commercial and financial information contained in thisLetter Agreement and attachments hereto are considered by Boeing asconfidential.  Buyer agrees that it willtreat this Letter Agreement and the information contained herein asconfidential and, except as otherwise required by law, will not, without theprior written consent of Boeing, disclose this Letter Agreement or anyinformation contained herein to any other person or entity.

 

If the foregoingcorrectly sets forth your understanding of our agreement with respect to thematters 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**

 

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