Exhibit 10.2
AMENDMENT TO AIRCRAFT SALES AGREEMENT
THIS AMENDMENT TO AIRCRAFT SALES AGREEMENT (this "Agreement") dated as of
January ___, 1999 between AMERICAN AIRLINES, INC., a Delaware corporation
("American") and FEDERAL EXPRESS CORPORATION, a Delaware corporation ("FedEx").
RECITALS
1. American and FedEx entered into that certain Aircraft Sales Agreement
dated as of April 7, 1995 (as amended, the "Purchase Agreement") pursuant to
which American agreed to sell and FedEx agreed to purchase, among other things,
twelve (12) Firm Aircraft for the Purchase Prices and on the Scheduled Delivery
Dates described in the Purchase Agreement. FedEx also granted to American Put
Options to sell to FedEx up to seven (7) Put Option Aircraft.
2. American and FedEx have agreed to (i) reschedule the Scheduled Delivery
Dates of four (4) Firm Aircraft and seven (7) Put Option aircraft (collectively,
the "Rescheduled Delivery Aircraft"), (ii) adjust the Purchase Price for the
Rescheduled Delivery Aircraft, and (iii) reschedule the purchase and delivery
dates of certain Spare Parts, all of the foregoing as more particularly
described below.
3. American and FedEx desire to document the terms and conditions of their
agreements as provided below.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, American and FedEx agree as follows:
A. AMENDMENTS TO THE PURCHASE AGREEMENT
1. Section 2.01 of the Purchase Agreement is amended by deleting the
table in Section 2.01 and replacing it with the following table:
-1-
DELIVERY LATEST DESIGNATION SCHEDULED DELIVERY PURCHASE
NUMBER DATE DATE PRICE
------ ---- ---- -----
1 7-May-95 17-Jan-96 $*
2 12-June-95 12-June-96 $*
3 16-Oct-95 20-Sept-96 $*
4 12-Feb-96 28-Feb-97 $*
5 11-June-96 11-June-97 $*
6 15-Oct-96 15-Oct-97 $*
7 14-Jan-97 14-Jan-98 $*
8 17-June-97 17-June-98 $*
9 18-Feb-99 18-Feb-00 $*
10 15-Mar-01 15-Mar-02 $*
11 07-Jun-01 07-Jun-02 $*
12 03-Jul-01 03-Jul-02 $*
2. Section 2.02(c) of the Purchase Agreement is amended by deleting
the table in Section 2.02(c) and replacing it with the following table:
LATEST LATEST SCHEDULED
DELIVERY EXERCISE DESIGNATION DELIVERY PURCHASE
NUMBER DATE DATE DATE PRICE
------ ---- ---- ---- -----
13 * * 16-June-00 $*
14 * * 15-Sep-00 $*
15 * * 15-Dec-00 $*
16 * * 16-Mar-01 $*
17 * * 15-June-01 $*
18 * * 14-Sep-01 $*
19 * * 14-Dec-01 $*
3. The agreement to reschedule the original Scheduled Delivery Dates
of the Rescheduled Delivery Aircraft to the Rescheduled Delivery Dates
pursuant to this Agreement is not considered a delay by either FedEx or
American under the Purchase Agreement, and neither party is entitled to any
further compensation or any further reduction in the Purchase Price for
rescheduling the original Scheduled Delivery Dates to the Rescheduled
Delivery Dates.
4. The Purchase Agreement is amended by deleting Exhibit Q to the
Purchase Agreement in its entirety and replacing it with the attachment to
this Agreement attached as Schedule 1.
B. MISCELLANEOUS
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*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.
-2-
1. Except as expressly set forth herein, all terms and provisions contained
in the Purchase Agreement shall remain unmodified and in full force and effect.
2. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of New York, without regard to the laws of conflicts
of the State of New York.
3. The parties agree to treat this Agreement and the information contained
herein as confidential information in accordance with Section 15.01 of the
Purchase Agreement.
4. Capitalized but undefined terms used in this Agreement have the meanings
assigned to such terms in the Purchase Agreement.
5. This Agreement may be executed in several counterparts, all of which
shall be deemed an original, and all such counterparts shall constitute one and
the same instrument.
[Signature Page Follows]
-3-
IN WITNESS WHEREOF, American and FedEx have caused this Agreement to be
duly executed and delivered as of the date and year first above written.
AMERICAN AIRLINES, INC.
By:/s/ XXXXXXX X. XXXXXXXX
------------------------------------
Xxxxxxx X. Xxxxxxxx
Vice President-Corporate
Development and Treasurer
FEDERAL EXPRESS CORPORATION
By:/s/ XXXXX X. XXXXXX
APPROVED ------------------------------------
LEGAL DEPARTMENT Xxxxx X. Xxxxxx
Vice President-Fleet Development
CSB 3/10/99 & Acquisitions
-4-
SCHEDULE 1
EXHIBIT Q TO AIRCRAFT SALES AGREEMENT BETWEEN
AMERICAN AIRLINES, INC. ("AMERICAN") AND
FEDERAL EXPRESS CORPORATION ("FEDEX")
DATED APRIL 7, 1995 (THE "AGREEMENT")
SECTION 1--MD-11 SPARE PARTS PURCHASE DATES, PURCHASE OBLIGATIONS,
AND DELIVERY OBLIGATIONS TO BE PURCHASED IN CONJUNCTION WITH DELIVERIES
OF FIRM AIRCRAFT AND PUT OPTION AIRCRAFT SOLD PURSUANT TO THE PUT OPTIONS
SPARES
PURCHASE
SPARES PRICE OF
SPARES PURCHASE A PAIR OF
PURCHASE PRICE OF SPARE
SCHEDULED AVERAGE PRICE TO BE NUMBER OF A SPARE SPARE THRUST
DATE OR UNIT PRICE PAID FOR SPARE APU THRUST REVERSERS
YEAR FOR THE MD-11 OF MD-11 MD-11 APU'S PURCHASED REVERSERS PURCHASED
PURCHASE OF SPARE SPARE PARTS SPARE SCHEDULED ON SCHEDULE ON THE
THE MD-11 PARTS TO BE PARTS TO BE TO BE THE DATE TO BE DATE
SPARE PARTS PERCENTAGE PURCHASED PURCHASED PURCHASED SHOWN* PURCHASED SHOWN*
[ *
]
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*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.
Q-1
EXHIBIT Q TO AIRCRAFT SALES AGREEMENT BETWEEN
AMERICAN AIRLINES, INC. ("AMERICAN") AND
FEDERAL EXPRESS CORPORATION ("FEDEX")
DATED APRIL 7, 1995 (THE "AGREEMENT")
SECTION 2-MD -11 SPARE PARTS PURCHASE DATES, PURCHASE OBLIGATIONS, AND
DELIVERY OBLIGATIONS TO BE PURCHASED IN CONJUNCTION WITH DELIVERIES OF
PURCHASE OPTION AIRCRAFT SOLD PURSUANT TO THE PURCHASE OPTIONS
Any capitalized term used herein shall have the meaning ascribed to it
in the Agreement unless expressly defined herein.
[ *
]
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*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.
Q-2
EXHIBIT Q TO AIRCRAFT SALES AGREEMENT BETWEEN
AMERICAN AIRLINES, INC. ("AMERICAN") AND
FEDERAL EXPRESS CORPORATION ("FEDEX")
DATED APRIL 7, 1995 (THE "AGREEMENT")
SECTION 3-- SPARE ENGINE PURCHASE DATES AND PURCHASE PRICES
Any capitalized term used herein shall have the meaning ascribed to it in
the Agreement unless expressly defined herein.
The dates on which FedEx shall purchase from American and American shall
sell the Spare Engines to FedEx in conjunction with the sale of the Firm
Aircraft and the Spares Purchase Price for each such Spare Engine are as
follows:
SPARE PURCHASE PRICE
SPARE ENGINE PURCHASE DATE FOR SPARE ENGINE
* $*
* $*
* $*
* $*
* $*
In the event that all the Put Option Aircraft are purchased pursuant to an
exercise of the Put Options by American or the Purchase Options by FedEx, FedEx
will purchase from American and American will sell to FedEx on the following
Spare Engines on the following dates:
SPARE PURCHASE PRICE
ORIGINAL SALE DATE FOR SPARE ENGINE
* $*
* $*
* $*
* $*
* $*
[ *
]
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*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.
Q-3
