SUPPLEMENTAL AGREEMENT NO. 9 to Purchase Agreement No. 3075 between THE BOEING COMPANY and AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA Relating to Boeing Model 787-8 and 787-9 Aircraft
Exhibit 4.10.9
SUPPLEMENTAL AGREEMENT NO. 9
to
Purchase Agreement No. 3075
between
THE BOEING COMPANY
and
AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA
Relating to Boeing Model 787-8 and 787-9 Aircraft
THIS SUPPLEMENTAL AGREEMENT, is entered into as of the 26th day of February 2019, by and between THE BOEING COMPANY, a Delaware corporation with its principal offices in the City of Seattle, State of Washington, USA (Boeing), and Aerovias del Continente Americano S.A. AVIANCA, a company organized under the laws of the country of Colombia (Buyer);
Recitals
1. Boeing and Buyer entered into Purchase Agreement No. 3075, dated 03 October 2006, as amended and supplemented (the Agreement) relating to the purchase and sale of Boeing Model 787-8 and 787-9 aircraft (Aircraft).
2. Boeing and Buyer now wish to amend the Agreement to: (i) update the configuration of one (1) model 787-9 aircraft; (ii) reschedule the delivery dates of two (2) model 787-9 aircraft (together Aircraft in (i) and (ii) are the Re-Contracted Aircraft); and (iii) update the performance guarantees.
Agreement
The parties agree to amend the Agreement as follows:
| 1. | Table of Contents. |
Remove and replace the Table of Contents with a new Table of Contents (attached hereto) to reflect the incorporation of this Supplemental Agreement No. 9 (SA-9) into the Agreement.
| PA3075 XX-0 |
XXX |
| 0. | Pricing Tables. |
2.1 Table 1-4 is hereby deleted in its entirety and replaced with Table 1-4 (attached hereto) to: (i) replace the TRENT1000-N engine model with TRENT1000-K engine model; and (ii) remove two (2) of the Re-Contracted Aircraft.
2.2 Table 1-5 (attached hereto) is hereby added to the Agreement to reflect the rescheduled delivery dates of two (2) of the Re-Contracted Aircraft.
| 3. | Letter Agreements. |
3.1 Letter Agreement AVI-PA-3075-LA-1704594, titled “Aircraft Performance Guarantees 787-9” is hereby cancelled and replaced with Letter Agreement AVI-PA-3075-LA-1704594R1, titled “Aircraft Performance Guarantees 787-9” (attached hereto).
3.2 Letter Agreement AVI-PA-3075-LA-1809416, titled “Aircraft Configuration Matters 787-9” (attached hereto) is hereby added to the Agreement.
| 4. | Miscellaneous. |
4.3 The Agreement shall be deemed amended to the extent herein provided and as so amended shall continue in full force and effect. In the event of any inconsistency between the above provisions and those provisions contained in the Agreement, the terms of this SA-9 will govern and control.
[Signatures on the following page]
| PA3075 SA-9 |
AVI |
EXECUTED IN DUPLICATE as of the date written above,
THE BOEING COMPANY
| By |
| |
| Its | ||
AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA
| By | /s/ Xxxxxx Covelo | |
| Its | Secretary General/Officer | |
| PA3075 SA-9 |
AVI |
EXECUTED IN DUPLICATE as of the date written above,
THE BOEING COMPANY
| By | ||
| Its |
AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA
| By | /s/ Xxxxxx Covelo | |
| Its | Secretary General/Officer | |
| PA3075 SA-9 |
AVI |
TABLE OF CONTENTS
| ARTICLES | |
SA NUMBER |
| |||
| 1. |
Quantity, Model and Description | |||||
| 2. |
Delivery Schedule | |||||
| 3. |
Price | |||||
| 4. |
Payment | |||||
| 5. |
Miscellaneous | |||||
| TABLE | ||||||
| 1-1 |
Aircraft Information Table | SA-6 | ||||
| 1-2 |
Aircraft Information Table | SA-6 | ||||
| 1-3 |
Aircraft Information Table | SA-7 | ||||
| 1-4 |
Aircraft Information Table 787-9 | SA-9 | ||||
| 1-5 |
Aircraft Information Table 787-9 | SA-9 | ||||
| EXHIBIT | ||||||
| A. |
Aircraft Configuration | SA-5 | ||||
| A-1. |
Aircraft Configuration 787-9 | SA-8 | ||||
| B. |
Aircraft Delivery Requirements and Responsibilities | |||||
| SUPPLEMENTAL EXHIBITS | ||||||
| AE1. |
Escalation Adjustment/Airframe and Optional Features | |||||
| BFE1 |
Buyer Furnished Equipment Variables | SA-3 | ||||
| BFE1-1. |
Buyer Furnished Equipment Variables 787-9 | SA-7 | ||||
| CS1. |
Buyer Support Document | |||||
| EE1. |
Engine Escalation/Engine Warranty and Patent Indemnity | SA-2 | ||||
| SLP1. |
Service Life Policy Components | |||||
| PA3075 SA-9 |
AVI |
| LETTER AGREEMENTS |
SA NUMBER | |||
| 3075-01 |
787 Open Configuration Matters |
|||
| 3075-02 |
787 Spare Parts Commitment |
|||
| 3075-03 |
787 Spare Parts Initial Provisioning |
|||
| 3075-04 |
Aircraft Model Substitution |
|||
| 3075-05 |
Demonstration Flight Waiver |
|||
| 3075-06 |
Schedule Reliability |
|||
| 3075-07 |
Spare Parts – Flight Crew Training |
|||
| 6-1162-DME-0895 |
AD Cost Materials |
|||
| 6-1162-DME-0896R1 |
Performance Guarantees and Attachments |
SA-6 | ||
| 6-1162-DME-0897 |
Alternate Engine Selection |
SA-2 | ||
| 6-1162-DME-0898 |
GEnx Performance Retention and Attachment |
SA-2 | ||
| 6-1162-DME-0899 |
Trent Performance Retention and Attachment |
|||
| 6-1162-DME-0900 |
Maintenance Cost Guarantees and Attachment |
|||
| 6-1162-DME-0901R4 |
Advance Payment Matters and Attachments A & B |
SA-7 | ||
| 6-1162-DME-0902 |
Promotional Support |
SA-1 | ||
| 6-1162-DME-0903R2 |
Purchase Rights |
SA-3 | ||
| 6-1162-DME-0904R1 |
Special Matters |
SA-6 | ||
| 6-1162-DME-0905R1 |
Escalation Risk Control Facility and Attachments A & B |
SA-3 | ||
|
|
|
SA-3 | ||
|
|
|
SA-3 | ||
| 6-1162-DME-0906R1 |
Customer Services Matters and Attachment |
XX-0 | ||
| 0-0000-XXX-0000 |
XXXX Matters |
|||
|
|
|
SA-3 | ||
| 6-1167-DME-1347 |
Additional Special Matters – Scheduled Month Aircraft |
SA-3 | ||
| LA-1704594R1 |
Aircraft Performance Guarantees 787-9 |
SA-9 | ||
| LA-1704834 |
Special Matters 787-9 |
SA-7 | ||
| LA-1704835 |
Open Configuration Matters 000-0 |
XX-0 | ||
| XX-0000000 |
Xxxxxxx Payment Matters 000-0 |
XX-0 | ||
| XX-0000000 |
Xxxxxxxxxxx Cost Guarantees 787-9 |
SA-7 | ||
| LA-1809416 |
Aircraft Configuration Matters 787-9 |
SA-9 | ||
RECORD OF SUPPLEMENTAL AGREEMENTS
| SA-1 |
28 March |
2007 | ||
| SA-2 |
21 November |
2007 | ||
| SA-3 |
26 September |
2012 | ||
| SA-4 |
11 January |
2013 | ||
| SA-5 |
15 April |
2014 | ||
| SA-6 |
25 July |
2017 | ||
| SA-7 |
19 September |
2017 | ||
| SA-8 |
3 May |
2018 | ||
| SA-9 |
|
2019 |
| PA3075 SA-9 |
AVI |
Table 1-4 To
Supplemental Agreement Xx. 0 Xxxxxxxx Xxxxxxxxx Xx. XX-00000
Aircraft Delivery, Description, Price and Advance Payments
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Factor (Engine) |
|
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||||||||||
| At Signing 1% |
24 Mos. 4% |
21/18/12/9/6 Mos. |
| |||||||||||||||
| May-2019 |
1 | |||||||||||||||||
| Total: |
1 | |||||||||||||||||
| AVI-PA-03015 112452-IF.txt | SA-9 | |||
| PROPRIETARY |
Table 1-5 To
Supplemental Agreement Xx. 0 Xxxxxxxx Xxxxxxxxx Xx. XX-00000
Aircraft Delivery, Description, Price and Advance Payments
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Factor (Engine) |
|
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||||||||||
| At Signing 1% |
24 Mos. 4% |
21/18/12/9/6 Mos. |
| |||||||||||||||
| Jan-2021 |
1 | |||||||||||||||||
| Jun-2021 |
1 | |||||||||||||||||
| Total: |
2 | |||||||||||||||||
| AVI-PA-03075 112225-IF.txt | SA-9 | |||
| Boeing Proprietary |
|
|
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000 2207 |
AVI-PA-3075-LA-1704594R1
Aerovias del Continente Americano S.A. Avianca
Centro Administrativo
Xxxxxxx Xx Xxxxxx - Xx. 00-00
Xxxxxx
Xxxxxxxx
| Subject: | Aircraft Performance Guarantees 787-9 |
| Reference: | Purchase Agreement No. PA-3075 (Purchase Agreement) between The Boeing Company (Boeing) and Aerovias del Continente Americano S.A. Avianca (Customer) relating to Model 787-9 aircraft (Aircraft) |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
| 1. | Assignment. |
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer becoming the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written consent of Boeing.
| 2. | Confidentiality. |
Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity. Customer understands that certain commercial and financial information contained in this Letter Agreement is considered by Boeing as confidential. Customer agrees that it will treat this Letter Agreement and the information contained herein as confidential and will not, without the prior written consent of Boeing, disclose this Letter Agreement or any information contained herein to any other person or entity.
| SA-9 Page 1 | ||||
| BOEING PROPRIETARY |
Customer agrees not to disclose this Letter Agreement, attachments, or any other information related to this Letter Agreement without prior written consent by Boeing.Customer agrees not to disclose this Letter Agreement, attachments, or any other information related to this Letter Agreement without prior written consent by Boeing.
Customer agrees not to disclose this Letter Agreement, attachments, or any other information related to this Letter Agreement without prior written consent by Boeing.
Very truly yours,
| THE |
||
| By |
||
| Its |
||
| ACCEPTED AND AGREED TO this | ||
| Date: February 26, 2019 | ||
| AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA | ||
| By |
/s/ Xxxxxx Covelo | |
| Its |
Secretary General/Officer | |
| AVI-PA-3075-LA-1704594R1 | SA-9 Page 2 | |||
| BOEING PROPRIETARY |
Customer agrees not to disclose this Letter Agreement, attachments, or any other information related to this Letter Agreement without prior written consent by Boeing.Customer agrees not to disclose this Letter Agreement, attachments, or any other information related to this Letter Agreement without prior written consent by Boeing.
Customer agrees not to disclose this Letter Agreement, attachments, or any other information related to this Letter Agreement without prior written consent by Boeing.
| Very truly yours, |
| THE BOEING COMPANY |
| By |
/s/ Xxxxx X Xxxxxxxx | |
| Its | ||
| ACCEPTED AND AGREED TO this | ||
| Date: | ||
| AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA | ||
| By |
/s/ Xxxxxx Covelo | |
| Its |
Secretary General/Officer | |
| AVI-PA-3075-LA-1704594R1 | SA-9 Page 2 | |||
| BOEING PROPRIETARY |
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 1
MODEL 787-9 PERFORMANCE GUARANTEES
FOR AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA
| SECTION | CONTENTS | |||
| 1 | AIRCRAFT MODEL APPLICABILITY | |||
| 2 | FLIGHT PERFORMANCE | |||
| 3 |
| |||
| 4 |
| |||
| 5 | AIRCRAFT CONFIGURATION | |||
| 6 | GUARANTEE CONDITIONS | |||
| 7 | GUARANTEE COMPLIANCE | |||
| 8 | EXCLUSIVE GUARANTEES | |||
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 2
| 1 | AIRCRAFT MODEL APPLICABILITY |
The guarantees contained in this Attachment (the “Performance Guarantees”) are applicable to the 787-9 Aircraft with a maximum takeoff weight of kilograms, a maximum landing weight of kilograms, and a maximum zero fuel weight of kilograms, and equipped with Xxxxxx xxxxxxxxx Xxxxx 0000-X (XXX BoM) engines.
| 2 | FLIGHT PERFORMANCE |
| 2.1 |
|
| 2.1.1 |
and using the conditions defined below, will not be less than the following guarantee value: |
| NOMINAL: |
|
kilograms | ||
| TOLERANCE: |
|
kilograms | ||
| GUARANTEE: |
|
kilograms |
Conditions:
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 3
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: Height Distance
| Height |
Distance | |||
| 1. |
| 2.1.2 |
nd using the conditions defined below, will not be less than the following guarantee value: |
| NOMINAL: |
|
kilograms | ||
| TOLERANCE: |
|
kilograms | ||
| GUARANTEE: |
|
kilograms |
Conditions:
The following obstacle definition is based on a straight-out departure where obstacle height and distance are specified with reference to the liftoff end of the runway:
| Height |
Distance | |||
| 1. |
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 4
| 2.2 |
|
will not be less than the following guarantee value:
| NOMINAL: |
|
feet | ||
| TOLERANCE: |
|
feet | ||
| GUARANTEE: |
|
feet |
| 2.3 |
|
will not be less than the following guarantee value:
| NOMINAL: |
|
feet | ||
| TOLERANCE: |
|
feet | ||
| GUARANTEE: |
|
feet |
Conditions:
| 1) |
|
| 2) |
|
| 3) |
|
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 5
| 2.4 | Cruise Range |
The still air range at an initial cruise altitude of feet on an day at Mach number, starting at a gross weight of kilograms and consuming kilograms of fuel, and using not more than maximum cruise thrust (except maximum climb thrust may be used during a step climb) and using the conditions and operating rules defined below, will not be less than the following guarantee value:
| NOMINAL: |
|
nautical miles | ||
| TOLERANCE: |
|
nautical miles | ||
| GUARANTEE: |
|
nautical miles |
Conditions and operating rules:
A step climb or multiple step climbs of feet altitude may be used when beneficial to maximize range.
| 2.5 | Mission |
| 2.5.1 | Mission Payload |
The payload for a stage length of nautical miles in still air (representative of a ) using the conditions and operating rules defined below, will not be less than the following guarantee value:
| NOMINAL: |
|
kilograms | ||
| TOLERANCE: |
|
kilograms | ||
| GUARANTEE: |
|
kilograms |
Conditions and operating rules:
| Stage | The stage length is defined as the sum of the | |||
| Length: | distances for the climb, cruise, and descent. |
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 6
| Takeoff: | ||||||
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| 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: | ||||||
| Height | Distance | |||||
| 1. | ||||||
| Takeoff performance is based on an alternate forward center of gravity limit of percent of the mean aerodynamic chord.
Maximum takeoff thrust is used for the takeoff.
The takeoff gross weight will conform to FAA Regulations. | ||||||
| Climbout Maneuver: |
| |||||
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 7
| Climb: |
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| Cruise: |
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| Descent: |
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| Approach and Landing Maneuver: |
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| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 8
| Fixed Allowances: | For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following will be used as fixed quantities and allowances:
Taxi-Out: | |
|
| ||
| Takeoff and Climbout Maneuver: | ||
|
| ||
| Approach and Landing Maneuver: | ||
|
| ||
| Taxi-In (will be consumed from the reserve fuel): | ||
|
| ||
| Usable reserve fuel remaining upon completion of the approach and landing maneuver: | ||
| For information purposes, the reserve fuel is based on an day temperature and a) a contingency fuel allowance equivalent to percent of the flight fuel required to fly to the redispatch point (representative of of the track distance from the origin airport to the final destination airport), starting at the end of mission cruise at a LRC Mach number, b) a missed approach and flight to a nautical mile alternate, c) and includes kilograms of hold and emergency fuel and an additional kg of fuel for international routes per customer rules. | ||
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 9
| 2.5.2 | Mission Payload |
The payload for a stage length of nautical miles in (representative of a ) using the conditions and operating rules defined below, will not be less than the following guarantee value:
| NOMINAL: |
|
kilograms | ||||
| TOLERANCE: |
|
kilograms | ||||
| GUARANTEE: | kilograms |
Conditions and operating rules:
| Stage Length: | The stage length is defined as the sum of the distances for the climb, cruise, and descent. | |
| Takeoff: | ||
|
| ||
|
| ||
|
| ||
|
| ||
|
| ||
| 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: | ||
| Height | Distance | |||||
| 1. |
||||||
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 10
| Takeoff performance is based on an alternate forward center of gravity limit of percent of the mean aerodynamic chord. | ||
| Maximum takeoff thrust is used for the takeoff. | ||
| The takeoff gross weight will conform to FAA Regulations. | ||
| Climbout Maneuver: |
| |
| Climb: |
| |
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| ||
|
| ||
| Cruise: |
| |
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| ||
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| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 11
| Descent: | The Aircraft descends from the final cruise | |
|
| ||
|
| ||
| Approach and Landing Maneuver: |
| |
| Fixed Allowances: | For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following will be used as fixed quantities and allowances: | |
| Taxi-Out: | ||
|
| ||
| Takeoff and Climbout Maneuver: | ||
|
| ||
| Approach and Landing Maneuver: | ||
|
| ||
| Taxi-In (will be consumed from the reserve fuel): | ||
|
| ||
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 12
| Usable reserve fuel remaining upon completion of the approach and landing maneuver: kilograms | ||
| For information purposes, the reserve fuel is based on day temperature and a) a contingency fuel allowance equivalent to percent of the flight fuel required to fly to the redispatch point (representative of of the track distance from the origin airport to the final destination airport), starting at the end of mission cruise at a LRC Mach number, b) a missed approach and flight to a nautical mile alternate, c) and includes kilograms of hold and emergency fuel and an additional kg of fuel for international routes per customer rules. | ||
| 2.5.3 | Mission Block Fuel |
The block fuel for a stage length of nautical miles in (representative of route with flight time from ) with a kilogram payload using the conditions and operating rules defined below, will not be more than the following guarantee value:
| NOMINAL: |
kilograms | |
| TOLERANCE: |
kilograms | |
| GUARANTEE: | kilograms |
Conditions and operating rules:
| Stage Length: | The stage length is defined as the sum of the distances for the climb, cruise, and descent. | |||
| Block Fuel: | The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in. | |||
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 13
| Takeoff: | ||||||||
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|
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|
| ||||||||
|
| ||||||||
|
| ||||||||
| 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: | ||||||||
| Height | Distance | |||||||
| 1. | ||||||||
| Takeoff performance is based on an alternate forward center of gravity limit of percent of the mean aerodynamic chord. | ||||||||
| Maximum takeoff thrust is used for the takeoff. | ||||||||
| The takeoff gross weight will conform to FAA Regulations. | ||||||||
| Climbout | ||||||||
| Maneuver: | ||||||||
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 14
| Climb: |
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| Cruise: |
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| Descent: |
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| Approach and Landing Maneuver: |
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| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 15
| Fixed Allowances: | For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following will be used as fixed quantities and allowances: | |
| Taxi-Out: | ||
|
| ||
| Takeoff and Climbout Maneuver: | ||
|
| ||
| Approach and Landing Maneuver: | ||
|
| ||
| Taxi-In (will be consumed from the reserve fuel): | ||
|
| ||
| Usable reserve fuel remaining upon completion of the approach and landing maneuver: | ||
| For information purposes, the reserve fuel is based on day temperature for the climb and descent segments and day for the cruise segment and a) a contingency fuel allowance equivalent to percent of the flight fuel from takeoff through the completion of the approach and landing maneuver at the destination airport, b) a missed approach and flight to a nautical mile alternate, c) and includes kilograms of hold and emergency fuel and an additional kg of fuel for international routes per customer rules. | ||
| 2.5.4 | Operational Empty Weight Basis |
The Operational Empty Weight (OEW) derived in paragraph 2.5.5 is the basis for the mission guarantees of paragraphs 2.5.1 through 2.5.3.
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 16
2.5.5 787-9 Weight Summary - Aerovias del Continente Americano S.A. Avianca
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| Standard Model Specification Manufacturer’s Empty Weight (MEW) | ||||
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| Changes for Aerovias del Continente Americano S.A. Avianca * | ||||
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| Aerovias del Continente Americano S.A. Avianca Manufacturer’s Empty Weight (MEW) | ||||
| Standard and Operational Items Allowance (Paragraph 2.5.6) |
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| Aerovias del Continente Americano S.A. Avianca Operational Empty Weight (OEW) |
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| * Seat Weight Included |
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| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 17
| 2.5.6 | Standard and Operational Items Allowance |
| Quantity |
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| Standard Items Allowance |
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| Total Standard and Operational Items Allowance |
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| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 18
| 3 |
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| 4 |
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| 4.1 |
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| 5 | AIRCRAFT CONFIGURATION |
| 5.1 | The guarantees contained in this Attachment are based on the Aircraft configuration as defined in Boeing Document , “787 Airplane Configuration Specification”, dated , plus any changes mutually agreed to or otherwise allowed by the Purchase Agreement to be incorporated into the original release of the Customer’s Detail Specification (hereinafter referred to as the Detail Specification). Appropriate adjustment shall be made for changes in such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement which cause changes to the flight performance and/or weight and balance of the Aircraft. Such adjustment shall be accounted for by Boeing in its evidence of compliance with the guarantees. |
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 19
| 5.2 | The guarantee payloads of paragraphs 2.5.1 and 2.5.2, and the specified payload of the paragraph 2.5.3 block fuel guarantee will be adjusted by Boeing for the effect of the following on OEW and guarantee of Section 3 will be adjusted by Boeing for the following in its evidence of compliance with the guarantees: |
| (1) | Changes to the Detail Specification or any other changes mutually agreed upon between the Customer and Boeing or otherwise allowed by the Purchase Agreement. |
| (2) | The difference between the component weight allowances given in Appendix E of the Detail Specification and the actual weights. |
| 6 | GUARANTEE CONDITIONS |
| 6.1 | All guaranteed performance data are based on the International Standard Atmosphere (ISA) and specified variations therefrom; altitudes are pressure altitudes. |
| 6.2 | The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, unless otherwise specified, Code of Federal Regulations 14, Part 25 amended by Amendments 25-1 through 25-128, subject to the approval of the Federal Aviation Administration. |
| 6.3 | In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft as described in Paragraph 6.2, and as a result thereof, a change is made to the configuration and/or the performance of the Aircraft in order to obtain certification, the guarantees set forth in this Attachment will be appropriately modified to reflect any such change. |
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 20
| 6.4 |
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| 6.5 |
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| 6.6 |
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| 6.7 |
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| 6.8 |
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| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 21
| 6.9 |
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| 6.10 |
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| 7 | GUARANTEE COMPLIANCE |
| 7.1 | Compliance with the guarantees of Section 2, 3 and 4 will be based on the conditions specified in those sections, the Aircraft configuration of Section 5 and the guarantee conditions of Section 6. |
| 7.2 |
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| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 22
| 7.3 |
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| 7.4 |
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| 7.5 |
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| 7.6 | The OEW used for compliance with the mission guarantees will be the actual MEW plus the Standard and Operational Items Allowance in Appendix E of the Detail Specification. |
| 7.7 |
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| 7.8 | The data derived from tests will be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees. |
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
Attachment to Letter Agreement
No. AVI-PA-3075-LA-1704594R1
Trent 1000-N Engines
Page 23
| 7.9 |
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| 7.10 | Compliance will be based on the performance of the airframe and engines in combination, and will not be contingent on the engine meeting its manufacturer’s performance specification. |
| 8 | EXCLUSIVE GUARANTEES |
| The only performance guarantees applicable to the Aircraft are those set forth in this Attachment. |
| P.A. No. 3075 AERO-B-BBA4-M17-0656C |
|
SS17-0471 | ||
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The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000 2207 | |||||
AVI-3075-LA-1809416
Aerovias del Continente Americano S.A. Avianca
Centro Administrativo
Xxxxxxx Xx Xxxxxx – Xx. 00-00
Xxxxxx
Xxxxxxxx
| Subject: | Aircraft Configuration Matters 787-9 | |
| Reference: | Purchase Agreement No. 3075 (Purchase Agreement) between The Boeing Company (Boeing) and Aerovias del Continente Americano S.A. Avianca (Customer) relating to Model 787-9 aircraft (Aircraft) | |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement will have the same meaning as in the Purchase Agreement.
As reflected in Table 1-4 of the Purchase Agreement, Boeing has initiated a change to the configuration of the Aircraft identified in Table 1-4 via Master Change Number to revise the engineering required to install Rolls Xxxxx Xxxxx 1000-K engines in lieu of Rolls Xxxxx Xxxxx 1000-N engines. Master Change Number will be provided for acceptance to Customer and will appear as a part of the Aircraft’s final invoice at delivery.
The Aircraft identified in Table 1-5 will retain the Trent 1000-N engines as reflected in Exhibit A-1 of the Purchase Agreement, so no additional change to the configuration of Customer’s Aircraft in Exhibit A-1 is required.
[signatures on the following page]
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Page 1 SA-9 | |||
| THE BOEING COMPANY | ||
| By
Its |
| |
| ACCEPTED AND AGREED TO this | ||
| Date: February 26, 2019 | ||
| AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA | ||
| By | /s/ Xxxxxx Covelo | |
| Its | Secretary General/Officer | |
| AVI-3075-LA-1809416 Aircraft Configuration Matters 787-9 |
|
Page 2 SA-9 | ||
| THE BOEING COMPANY | ||
| By | ||
| Its | ||
| ACCEPTED AND AGREED TO this | ||
| Dat | ||
| AEROVIAS DEL CONTINENTE AMERICANO S.A. AVIANCA | ||
| By |
/s/ Xxxxxx Covelo | |
| Its |
Secretary General/Officer | |
| AVI-3075-LA-1809416 Aircraft Configuration Matters 787-9 |
|
Page 2 SA-9 | ||
