1
EXHIBIT 10.49
BOMBARDIER REGIONAL AIRCRAFT DIVISION
PURCHASE AGREEMENT
BETWEEN
BOMBARDIER INC.
AND
AMR EAGLE HOLDING CORPORATION
Relating to the Purchase of Twenty-Five (25) Firm and Twenty-Five (25) Option
Canadair Regional Jet, Series 700, aircraft
Including related Customer Support Services
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TABLE OF CONTENTS
ARTICLE
-------
1 INTERPRETATION
2 SUBJECT MATTER OF SALE
3 CUSTOMER SUPPORT SERVICES AND WARRANTY
4 DELIVERY
5 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
6 PERMITS, LICENCES AND RELATED DOCUMENTS
7 BUYER'S REPRESENTATIVE AT MANUFACTURING SITE
8 BASIC AIRCRAFT PRICE
9 FIRM AIRCRAFT PAYMENT SCHEDULE
10 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
11 PAYMENTS
12 BUYER INFORMATION AND BUYER FURNISHED EQUIPMENT
13 FAA APPROVAL AND REGULATORY CHANGES
14 INTENTIONALLY LEFT BLANK
15 CHANGES
16 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
17 PATENT INDEMNITY
18 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
19 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
20 TERMINATION
21 LIMITATION OF LIABILITY
22 GOVERNING LAW
23 TERMS
24 SALES, LEASE, SUBLEASE AND ASSIGNMENT RIGHTS
25 CONFIDENTIALITY
26 COMPLIANCE WITH APPLICABLE LAWS
27 REPRESENTATIONS AND WARRANTIES
28 AGREEMENT
29 INDEPENDENT CONTRACTOR
30 CAPTIONS, HEREOF, INCLUDING
31 SCHEDULES
32 REMEDIES
33 COSTS
34 ARBITRATION
35 INTENTIONALLY DELETED
36 SUCCESSORS
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37 NOTICES
38 NO WAIVER
39 TIME
40 FURTHER ASSURANCES
41 LANGUAGE
42 EFFECT OF TERMINATION
43 STATUS OF AFFILIATES OF BUYER
44 MUTUAL AGREEMENT
45 SURVIVAL
46 COUNTERPARTS
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SCHEDULES
SCHEDULE A -- SPECIFICATION
SCHEDULE B -- BUYER SELECTED OPTIONAL FEATURES
SCHEDULE C -- CUSTOMER SUPPORT SERVICES
-- TECHNICAL SUPPORT
-- SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT
-- TRAINING
-- TECHNICAL DATA
SCHEDULE D -- WARRANTY AND SERVICE LIFE POLICY
SCHEDULE E -- DELIVERY SCHEDULE
SCHEDULE F -- CERTIFICATE OF ACCEPTANCE
SCHEDULE G -- XXXX OF SALE
SCHEDULE H -- CERTIFICATE OF RECEIPT OF AIRCRAFT
SCHEDULE I -- ECONOMIC ADJUSTMENT FORMULA
SCHEDULE J -- BUYER FURNISHED EQUIPMENT
SCHEDULE K -- CHANGE ORDER
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Buyer _____ XXXX _____
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This Agreement is made as of the 31st day of January, 1998
BY AND BETWEEN: BOMBARDIER INC., a Canadian corporation
represented by its BOMBARDIER REGIONAL AIRCRAFT
DIVISION, having an office at 000 Xxxxxxx
Xxxxxxxxx, Xxxxxxxxx, Xxxxxxx, Xxxxxx.
("XXXX")
AND: AMR Eagle Holding Corporation, a Delaware
corporation having an office at 0000 Xxxx Xxxxxx
Xxxx., Xxxx Xxxxx, Xxxxx, X.X.X., 00000.
("Buyer")
WHEREAS Bombardier Inc., through its Canadair
Manufacturing Division, is engaged in the
manufacture of the Canadair Regional Jet
aircraft products; and
WHEREAS Buyer desires to purchase, pursuant to the terms
hereof, twenty-five (25) Firm Aircraft (as later
defined) and to take options to purchase
twenty-five (25) Option Aircraft (as later
defined) and to purchase and to take option to
purchase related data, documents, and services
under this Agreement (as later defined), and
XXXX desires to sell, pursuant to the terms
hereof, such Aircraft, data, documents and
services to Buyer;
NOW THEREFORE, in consideration of the mutual covenants herein contained and
other good and valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, Buyer and XXXX agree as follows:
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Buyer _____ XXXX _____
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ARTICLE 1 - INTERPRETATION
1.1 The recitals above have been inserted for convenience only and do not
form part of the Agreement.
1.2 The headings and captions in this Agreement are included for
convenience only and shall not be used in the construction and
interpretation of this Agreement.
1.3 In this Agreement, unless otherwise expressly provided, the singular
includes the plural and vice-versa.
1.4 In this Agreement the following expressions shall, unless otherwise
expressly provided, mean:
(a) "Acceptance Period" shall have the meaning attributed to it in
Article 4.4.2;
(b) "Acceptance Date" shall have the meaning attributed to it in
Article 4.5.1 (a);
(c) "Actual Delivery" shall have the meaning attributed to it in
Article 4.5.1 (d);
(d) "Actual Delivery Date(s)" shall have the meaning attributed to
it in Article 4.5.1(d);
(e) "Additional BFE" shall have the meaning attributed to it in
Article 12.3;
(f) "Agreement" means this Agreement, including its Schedules,
Annexes, Appendices and Letter Agreements, attached hereto
(each of which is incorporated in the Agreement by this
reference), as they may be amended pursuant to the provisions
of the Agreement;
(g) "Aircraft" shall have the meaning attributed to it in Article
2.4;
(h) "Aircraft Acceptance Guide" shall have the meaning attributed
to it in Article 4.4.3;
(i) "Applicable BFE" shall have the meaning attributed to it in
Article 12.4;
(j) "Basic Aircraft Price" shall have the meaning attributed to it
in Article 8.1;
(k) "BIE" shall have the meaning attributed to it in Article 12.3;
(l) "Xxxx of Sale" shall have the meaning attributed to it in
Article 4.5.1 (c);
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(m) "BFE" shall have the meaning attributed to it in Article
12.2;
(n) "business day" shall mean any day other than a Saturday,
Sunday or other day on which banking institutions in Fort
Worth, Texas; New York City, New York; or Montreal, Quebec are
required by applicable law, rule or regulation to be closed;
(o) "Buyer Selected Optional Features" shall have the meaning
attributed to it in Article 2.1;
(p) "Certificate of Acceptance" shall have the meaning attributed
to it in Article 4.5.1(a);
(q) "Certification" shall have the meaning attributed to it in
Article 2.2;
(r) "Change Order" shall have the meaning attributed to it in
Article 15.1;
(s) "Competent Authorities" shall have the meaning attributed to
it in Article 26.1 and includes any succeeding department or
agency then responsible for the duties of said Competent
Authority;
(t) "day" shall mean a calendar day;
(u) "Delivery Schedule" shall have the meaning attributed to it in
Article 4.1.1;
(v) "Delivery Week" shall have the meaning attributed to it in
Article 4.2.1;
(w) "Discrepancy Letter" shall have the meaning attributed to it
in Article 4.4.6;
(x) "Economic Adjustment Formula" shall have the meaning
attributed to it in Article 8.2;
(y) "Engines" shall have the meaning attributed to it in Article
2.5;
(z) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(aa) "FAA" shall have the meaning attributed to it in Article 6.1;
(ab) "FAA Xxxx of Sale" shall have the meaning attributed to it in
Article 4.5.1(c);
(ac) "Firm Aircraft" shall have the meaning attributed to it in
Article 2.1;
(ad) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
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(ae) "GE" shall have the meaning attributed to it in Article 2.5;
(af) "Interest Rate" shall have the meaning attributed in Article
7.2;
(ag) "Notice" shall have the meaning attributed to it in Article
37.1;
(ah) "Other Patents" shall have the meaning attributed to it in
Article 17.1;
(ai) "Option Aircraft" shall have the meaning attributed to it in
Article 2.3;
(aj) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(ak) "Party" shall mean Buyer or XXXX, individually or
collectively;
(al) "Permitted Change" shall have the meaning attributed to it in
Article 15.2;
(am) "Prime Rate" shall have the meaning attributed to it in
Article 7.2;
(an) "Purchase Price" shall have the meaning attributed to it in
Article 8.3;
(ao) "Readiness Date" shall have the meaning attributed to it in
Article 4.2.1. (c);
(ap) "Regulatory Change" shall have the meaning attributed to it in
Article 13.2;
(aq) "Scheduled Delivery Quarter" shall have the meaning attributed
to it in Article 4.1.2; (ar) "Scheduled Delivery Month"
shall have the meaning attributed to it in Article 4.1.2.;
(as) "Scheduled Delivery Week" shall have the meaning attributed
to it in Article 4.2.1.(b);
(at) "Specification" shall have the meaning attributed to it in
Article 2.1;
(au) "Standard BFE" shall have the meaning attributed to it in
Article 12.3;
(av) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(aw) "TC" shall have the meaning attributed to it in Article 6.1.
1.5 All dollar amounts in this Agreement are in United States Dollars.
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Buyer _____ XXXX _____
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ARTICLE 2 - SUBJECT MATTER OF SALE
2.1 Subject to the provisions of this Agreement, XXXX will sell and Buyer
will purchase Twenty-Five (25) Canadair Regional Jet aircraft model
CL600-2C10 Series 701 aircraft, certificated to seventy (70) passenger
seats and manufactured pursuant to specification no. RAD-670-111 issue
NC dated October 1997, attached hereto as Schedule A, as that
specification may be modified from time to time in accordance with
this Agreement (as so modified, the "Specification"), which
Specification includes the Buyer selected optional features ("Buyer
Selected Optional Features") set forth in Schedule B hereto,
(individually or collectively, the "Firm Aircraft").
2.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
2.3 Subject to the provisions of this Agreement, including Article 8 and
Letter Agreements Nos. 2, 3, and 4, Buyer shall have the right to
purchase an additional Twenty-Five (25) Canadair Regional Jet aircraft
model CL600-2C10 Series 701 aircraft, certificated to seventy (70)
passenger seats and manufactured pursuant to the Specification
(individually or collectively, the "Option Aircraft").
2.4 Unless the context requires otherwise, the Firm Aircraft and the
Option Aircraft are referred to herein, individually and collectively,
as the "Aircraft".
2.5 The Aircraft will be delivered with two (2) General Electric Company
("GE") CF34-8C1 jet engines (the "Engines"). XXXX acknowledges that
the Engines have been selected in accordance with the specifications
and requirements of GE Specification Model E2299, dated November 1997,
as may be amended by GE. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
2.6 XXXX acknowledges that the Aircraft purchased by Buyer is the Canadair
Regional Jet Model CL600-2C10 Series 701 aircraft to be certificated
at a seventy (70) passenger seat configuration. [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.7 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
ARTICLE 3 - CUSTOMER SUPPORT SERVICES AND WARRANTY
3.1 XXXX shall provide to Buyer the customer support services described in
Schedule C attached hereto.
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3.2 XXXX shall provide to Buyer the warranty and the service life policy
described in Schedule D attached hereto.
3.3 Unless expressly stated otherwise, the services referred to in
Articles 3.1 and 3.2 above are incidental to the sale of the Aircraft
and are included in the Purchase Price.
ARTICLE 4 - DELIVERY
4.1 Schedule
4.1.1. The Firm Aircraft and the Option Aircraft will be offered for
acceptance and delivery pursuant to the Aircraft delivery
schedule set forth in Schedule E.1 and Schedule E.2 (subject,
in the case of Option Aircraft, to being advanced pursuant to
Letter Agreement No. 2) respectively, (individually or
collectively, "Schedule E" or the "Delivery Schedule"),
provided, however, Buyer shall be under no obligation to
purchase any of the Option Aircraft unless Buyer exercises its
options pursuant to Letter Agreement No. 2 to this Agreement.
4.1.2 The Delivery Schedule is expressed in calendar quarters (such quarter
for an Aircraft being its "Scheduled Delivery Quarter") and the
Parties shall agree on the month of delivery for each Aircraft (the
"Scheduled Delivery Month") [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]. The Scheduled Delivery Month shall
be within the Scheduled Delivery Quarter for the applicable Aircraft.
4.2 Delivery Notices
4.2.1 XXXX shall give Buyer notice, by facsimile or telegraphic
communication or other expeditious means, of the date of
readiness of each Aircraft for inspection and acceptance by
Buyer as follows:
(a) commencing on [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] the Parties shall
agree on the period of [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION] that may
start on any day of the week (a "Delivery Week")
targeted for offer for acceptance of each Aircraft
for the next [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] XXXX shall use
reasonable efforts to meet this tentative Delivery
Week, but shall not be bound by such tentative
Delivery Week;
(b) XXXX will give notice of no less than [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE
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COMMISSION] prior to the first day of the relevant
Aircraft's Scheduled Delivery Month, confirming the
Delivery Week on which the Aircraft will be available
for delivery and inspection (the "Scheduled Delivery
Week") which shall commence within the Scheduled
Delivery Month; and
(c) XXXX will give notice of no less than [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] prior to the date on which the Aircraft
will be ready for the commencement of Buyer's ground
and flight inspection and acceptance (the "Readiness
Date"), which Readiness Date shall in all cases be
within the Scheduled Delivery Week and the Scheduled
Delivery Month.
4.3 Location
Each Aircraft will be delivered free and clear of all liens, claims,
charges, and encumbrances of any nature whatsoever except those
created by or through Buyer at BRAD's facility in Xxxxxxxx, Xxxxxx,
Xxxxxx.
4.4 Acceptance
4.4.1 At delivery, each Aircraft (a) will conform to the
Specification, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] and (b) shall not have any
defects.
4.4.2 Buyer shall have [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] commencing on the later of the
Readiness Date or the date the Aircraft is actually made
available to Buyer for ground inspection and acceptance
flight, in which to complete the ground inspection and
acceptance flight [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] being the "Acceptance
Period"). Until XXXX makes available to Buyer the manuals and
logbooks required for the inspection of the Aircraft, XXXX
will be deemed not to have made the Aircraft available to
Buyer for ground inspection and acceptance flight.
4.4.3 Up to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] may participate in Buyer's ground inspection
of the Aircraft of which [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] may participate in the
acceptance flight. XXXX shall, if requested by Buyer, perform
an acceptance flight of not less than one (1) hour and not
more than three (3) hours duration. XXXX shall pay all of the
costs related to such acceptance flight excluding any costs
related to or associated with the participation of Buyer's
personnel in such flights. Ground inspection and the
acceptance flight shall be conducted in accordance with a
mutually acceptable aircraft
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acceptance guide (the "Aircraft Acceptance Guide"), which will
be produced jointly between Buyer's maintenance and flight
operations personnel and their counterparts at XXXX, based on
generally accepted industry standards and including procedures
necessary to confirm fulfilment of the obligations set forth
in Article 4.4.1, at least twelve (12) months prior to the
first day of the Scheduled Delivery Quarter of the delivery of
the first Aircraft. At all times during ground inspection and
acceptance flight, XXXX shall retain control over the
Aircraft, but shall permit one (1) of Buyer's representatives
to fly the Aircraft for a reasonable period of time during
such flight. XXXX shall at all times retain control of the
Aircraft and BRAD's representatives shall be
"captain-in-command".
4.4.4 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
in each case subject to the waiver of such Delivery
Requirement by Buyer pursuant to the terms and conditions of a
Discrepancy Letter, if any, (collectively, the "Delivery
Requirements"), then Buyer shall accept the Aircraft on or
before the last day of the Acceptance Period in accordance
with the provisions of Article 4.5.
4.4.5 If any defect or discrepancy from the requirements of Article
4.4.1 in the Aircraft (a "Discrepancy") is revealed by Buyer's
ground inspection or acceptance flight, such Discrepancy will
be corrected by XXXX, at no cost to Buyer as soon as
reasonably possible. In the event of a failure to meet the
Delivery Requirements, to the extent necessary to verify such
correction, XXXX shall permit additional ground inspection by
Buyer and shall perform one (1) or more further acceptance
flights in accordance with Article 4.4.3. [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
4.4.6 In the event Buyer desires to accept an Aircraft that Buyer is
not required to accept pursuant to Article 4.4.4 having any
Discrepancy, the Parties shall mutually agree, in the form of
a letter agreement, on the Discrepancy, a timeline for the
correction and the correction for such Discrepancy at no
charge to Buyer (the "Discrepancy Letter"). The Discrepancy
Letter shall prescribe the sole obligation of XXXX to remedy
the Discrepancy and shall constitute the sole remedy of Buyer
with respect to such Discrepancy, [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION].
4.5 Title and Risk
4.5.1 Upon completion of the ground inspection and acceptance flight
of the Aircraft, correction of any discrepancy from the
Delivery Requirements and successful reinspection and flight
testing of the Aircraft:
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(a) Buyer will sign a Certificate of Acceptance (in the
form of Schedule F hereto) indicating that the
relevant Aircraft has met or exceeded the Delivery
Requirements for the Aircraft (the "Certificate of
Acceptance"). Execution of the Certificate of
Acceptance by or on behalf of Buyer shall be evidence
of Buyer having examined the Aircraft and found it in
accordance with the provisions of this Agreement,
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]. The date of signature of the
Certificate of Acceptance shall be the "Acceptance
Date";
(b) XXXX will supply a TC Certificate of Airworthiness
for Export;
(c) Buyer shall pay XXXX the balance of the Purchase
Price and any other amounts due in connection with
the applicable Aircraft, at which time XXXX shall (i)
issue an FAA xxxx of sale (the "FAA Xxxx of Sale"),
(ii) issue a warranty xxxx of sale, in the form of
Schedule G hereto (the "Xxxx of Sale") passing to
Buyer good title to the Aircraft free and clear of
all liens, claims, charges and encumbrances except
for those liens, charges or encumbrances created by
or claimed through Buyer and (iii) provide the
documents required under Article 6;
(d) Upon delivery of the Xxxx of Sale, the FAA Xxxx of
Sale, the Certificate of Acceptance and the permits,
licenses and certificates required to be delivered
under Article 6, title and risk of loss with respect
to the relevant Aircraft shall pass from XXXX to
Buyer and actual delivery ("Actual Delivery") of the
relevant Aircraft will be deemed to have taken place.
For purposes of this Agreement, the term "Actual
Delivery Date" shall refer to the date on which
Actual Delivery of the relevant Aircraft takes place;
(e) If, after transfer of title on the Actual Delivery
Date, the Aircraft remains in or is returned to the
care, custody or control of XXXX, Buyer shall retain
risk of loss of, or damage to the Aircraft and for
itself and on behalf of its insurers hereby waives
and renounces and releases XXXX and any of BRAD's
affiliates from any claim, whether direct or indirect
or by way of subrogation, for damages to or loss of
the Aircraft arising out of, or related to, or by
reason of such care, custody or [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
(f) Buyer shall promptly export the Aircraft from Canada
and not divert same for use in Canada prior to
export.
4.5.2 Actual Delivery of the Aircraft shall be evidenced by the
execution and delivery of the Xxxx of Sale, the FAA Xxxx of
Sale and the Certificate of Receipt of Aircraft (in the form
of Schedule H hereto).
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4.6 Default of Buyer
4.6.1 Provided that XXXX has met the Delivery Requirements, should
Buyer not accept, pay for and take delivery of any of the
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION], or the day XXXX has met the Delivery Requirements
(and the occurrence of successful reinspection and acceptance
flight) for such Aircraft, whichever occurs later, Buyer shall
be deemed to be in default of the terms of this Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
4.7 PROMPT REINSPECTION
For greater clarity and notwithstanding any other provision of this
Agreement, Buyer shall perform any reinspection and follow-up
acceptance flight reasonably promptly following notice from XXXX that
all discrepancies from the Delivery Requirements have been cured.
Should Buyer fail to reasonably promptly make such reinspection and
follow-up acceptance flight, XXXX shall be deemed to have met the
Delivery Requirements set forth in Article 4.4.4 (a) and (b), even
absent such reinspection and follow-up acceptance flight, at the end
of such reasonably prompt period for such reinspection and follow-up
acceptance flight and the successful reinspection and follow-up
acceptance flight shall be deemed to have occurred.
ARTICLE 5 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
ARTICLE 6 - PERMITS, LICENCES AND RELATED DOCUMENTS
6.1 XXXX will obtain at no charge to Buyer, from Transport Canada ("TC"),
a TC Type Approval (Transport Category) and from the Federal Aviation
Administration of the United States ("FAA") an FAA FAR Part 25 Type
Certificate for the type of aircraft purchased under this Agreement.
Such certificates will be valid at the time of delivery.
6.2 XXXX shall provide to Buyer a TC Certificate of Airworthiness for
Export [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] on or before the Actual Delivery Date. XXXX shall not be
obligated to obtain any other certificates or approvals as part of
this Agreement; except that XXXX shall obtain [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] In addition, XXXX
shall use reasonable efforts to de-register the Aircraft and provide
the proof described in the preceding sentence as soon as reasonably
possible following confirmation that no further flight is required for
such Aircraft.
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6.3 Except as otherwise required under this Article 6, the obtaining of
any other import license or authority required to import the Aircraft
into or operate the Aircraft in any country outside of Canada shall be
the responsibility of Buyer. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
6.4 If the use of any of the certificates identified in this Article 6 or
Article 13 are discontinued during the performance of this Agreement,
reference to such discontinued certificate shall be deemed a reference
to any other certificate or instrument which corresponds to such
certificate or, if there should not be any such other certificate or
instrument, then XXXX shall be deemed to have obtained such
discontinued certificate(s) upon demonstrating that the Aircraft
otherwise complies with Delivery Requirements.
6.5 Subject to the provisions of this Agreement relating to Regulatory
Changes and changes mutually agreed upon by the Parties, XXXX shall be
responsible for all certifications and approvals related to the
installation of the Engines and related hardware and software, if any,
on the Aircraft at no cost to Buyer.
6.6 Buyer is not required to accept delivery of any Aircraft that does not
possess any certificate required to be obtained by XXXX prior to
Actual Delivery pursuant to Article 6. Buyer is not required to
accept delivery of any Aircraft if that Aircraft is not in a condition
that makes it immediately eligible for the issuance of the
certificates required by Article 6 where XXXX is required pursuant to
Article 6 to deliver the Aircraft in a condition that permits the
immediate issuance of such certificates.
6.7 XXXX shall provide the FAA required maintenance logbooks for the
Aircraft on or before the Actual Delivery of the Aircraft.
ARTICLE 7 - BUYER'S REPRESENTATIVE AT MANUFACTURING SITE
7.1 Commencing with the date which is six (6) months prior to the
Scheduled Delivery Month of the first Aircraft and ending with the
Actual Delivery Date of the last Aircraft purchased hereunder, XXXX
shall furnish, without charge to Buyer, one (1) suitable private
office and the use of related equipment, including one (1) desk, file
cabinets, two (2) telephone lines and access to shared facsimile and
shared photocopy equipment, for two (2) of Buyer's representatives.
Such space and equipment shall be conveniently located at BRAD's main
manufacturing facility or such other location as may be mutually
agreed by XXXX and Buyer. XXXX will also provide to Buyer's
representative access to the tools, measuring devices, test equipment
and technical and other assistance as may be reasonably necessary to
perform acceptance tests and to inspect the Aircraft during
manufacturing, provided that there is no disruption to the
manufacturing process and that such things are available. Buyer shall
be responsible for all expenses, including long distance telephone and
facsimile charges, travel, living and accommodations, of its
representatives and shall notify XXXX at least thirty (30)
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16
calendar days prior to the first scheduled visit of such
representatives and three (3) days for each subsequent visit.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
7.3 BRAD's facilities and those of its affiliates shall be accessible to
Buyer's representatives during the normal working hours of such
facilities. Buyer's representatives shall have the right at any and
all times during such normal business hours to observe the work at
BRAD's facilities and those of its affiliates where the work is being
carried out, provided there shall be no disruption in the performance
of the work.
7.4 XXXX shall advise Buyer's representatives of the rules and regulations
applicable to visitors of XXXX and those of its affiliates at the
facilities being visited. Buyer's representatives shall conform to
such rules and regulations, provided such rules and regulations are
not discriminatorily applied to Buyer's representatives.
7.5 At any time prior to delivery of the Aircraft, Buyer's representatives
may request, in writing, correction of parts or materials which they
reasonably believe are not generally acceptable or in accordance with
the Specification. XXXX shall provide a written response to any such
request. Communication between Buyer's representative and XXXX shall
be solely through BRAD's Contract Department or its designate.
ARTICLE 8 - BASIC AIRCRAFT PRICE
8.1 The basic price for the Aircraft, including Buyer Selected Optional
Features, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] Montreal, Quebec is [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] expressed in April 30, 1997
dollars (the "Basic Aircraft Price"). Except as set forth below or
elsewhere in this Agreement, the Basic Aircraft Price constitutes the
entire price to be paid for each Aircraft, and, unless expressly
stated otherwise, for the products and services provided by XXXX under
this Agreement.
8.2 The Basic Aircraft Price is subject to escalation in accordance with
the formula set forth in Schedule I (the "Economic Adjustment
Formula").
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
ARTICLE 9 - FIRM AIRCRAFT PAYMENT SCHEDULE
9.1 Buyer shall pay XXXX advance payments for such Firm Aircraft as
follows:
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(a) A non-refundable deposit [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]. This deposit is
non-refundable and shall be considered part of the payment
toward the Basic Aircraft Price of the relevant Firm Aircraft.
Upon payment of the deposit referenced in this Article 9.1
(a), each of the Firm Aircraft shall be reserved for purchase
by Buyer and shall be removed from the market;
(b) A non-refundable progress [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] equal to [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] per
Firm Aircraft no later than [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
(c) A non-refundable progress payment [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] equal to
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] of the Basic Aircraft Price of each Firm Aircraft
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(d) A non-refundable progress payment [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] equal to
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]of the Basic Aircraft Price of each Firm Aircraft
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(e) A non-refundable progress payment [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] equal to
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
(f) The balance of the Purchase Price of each Firm Aircraft, after
deducting the payments made in this Article 9.1 (a) through
(e) above, upon the Actual Delivery Date of each Aircraft by
XXXX to Buyer;
(g) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] XXXX shall not be obligated to pay any interest to
Buyer on any deposits or progress payments referenced in this
Article 9.1 (a) through (e) above; and
(h) All progress payments referenced in this Article 9.1 (c)
through (e) above shall be made on the first business day of
the applicable month.
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Buyer _____ XXXX _____
18
ARTICLE 10 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
ARTICLE 11 - PAYMENTS
11.1 XXXX shall provide notice to Buyer of any late payment from Buyer,
however, Buyer will not be relieved of its obligations to make payment
when due or of its obligation to pay overdue interest if no notice is
issued by XXXX. Buyer shall pay XXXX daily interest on late payments,
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] at the Interest Rate. BRAD's right to receive such
interest is in addition to any other right or remedy XXXX has at law
or in equity as a result of Buyer's failure to make payments when due.
11.2 Buyer shall make all payments due under this Agreement in immediately
available funds by deposit on or before the due date to BRAD's account
in the following manner:
(a) Pay: [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
(b) Beneficiary: [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
(c) For further credit to: [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION]
(d) In favour of: [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
11.3 All payments provided for under this Agreement shall be made so as to
be received in immediately available funds on or before the dates
stipulated herein.
11.4 XXXX shall remain the exclusive owner of the Aircraft, free and clear
of all rights, liens, charges or encumbrances created by or through
Buyer, until such time as all payments referred to in Article 9 or
Letter Agreement No. 3 as applicable with respect to the relevant
Aircraft have been made.
ARTICLE 12 - BUYER INFORMATION AND BUYER FURNISHED EQUIPMENT
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Buyer _____ XXXX _____
19
12.1 During the manufacture of the Aircraft, Buyer shall provide to XXXX on
or before the date reasonably required by XXXX, all information as
XXXX xxx reasonably request to manufacture the Aircraft including, the
selection of furnishings.
Nine (9) months prior to the Scheduled Delivery Month of the first
Aircraft, Buyer will:
(a) provide XXXX with an external paint scheme agreed on by the
Parties;
(b) select interior colors; and
(c) provide to XXXX, on drawings which will be forwarded to Buyer,
language translations for interior and exterior Aircraft
labels.
Failure of Buyer to comply with these requirements may result in an
increase in the Purchase Price [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION], a delay in delivery of the Aircraft,
or both, in either case, reasonably related to Buyer's failure. XXXX
shall use its reasonable efforts to prevent or minimize such delay or
Purchase Price increase.
12.2 Certain equipment and items which Buyer may designate as Buyer
Furnished Equipment are set forth in Schedule J ("BFE"). [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] provide BFE,
Buyer shall be responsible for providing certified BFE to XXXX on the
applicable on-dock dates set forth in Schedule J and the costs
associated with shipping such BFE to BRAD's facilities in accordance
with the requirements of this Article 12. [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
12.3 The Parties may agree to treat other equipment and items other than
the BFE as Buyer furnished equipment ("Additional BFE") and Buyer
installed equipment after Actual Delivery of an Aircraft ("BIE").
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] In the case of installations not included in the
Specification as of the date of this Agreement, Buyer shall pay to
XXXX the costs of providing certified Additional BFE to XXXX and the
costs (which shall be agreed by the Parties prior to the completion of
the order for such Additional BFE) of certifying and installing all
such Additional BFE and its installation or provisions, as applicable;
provided, however, that any Additional BFE that has been previously
installed upon or is an option on the CL600-2C10 ("Standard BFE")
shall be installed without any incremental charge for certification or
installation.
12.4 On or before the date which is [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] prior to the Scheduled Delivery Month
of the first Aircraft Buyer shall notify XXXX in writing of the BFE,
BIE or Additional BFE (if any) (the BFE and Additional BFE are,
collectively, the "Applicable BFE") that Buyer wishes to
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Buyer _____ XXXX _____
20
have incorporated into the Aircraft. Buyer shall request of XXXX in
writing any change that Buyer desires to make with regard to the
Applicable BFE or BIE for the undelivered Aircraft at least
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] prior to the first day of the Scheduled Delivery Month of
the first Aircraft upon which the change will be implemented. The
dates for the delivery of the Additional BFE to XXXX will be mutually
agreed by the Parties at the time the Parties agree to the addition of
the Additional BFE. Except for Standard BFE, Buyer shall provide
information regarding:
(a) weights and dimensions of the Applicable BFE;
(b) test equipment or special tools required to incorporate the
Applicable BFE;
(c) any other information relating to the Applicable BFE that XXXX
xxx reasonably require; and
(d) the instructions necessary for the proper storage, fitment,
servicing, maintenance and operation relating to the Applicable
BFE.
Within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] days thereafter, XXXX shall advise Buyer of its acceptance
or rejection of the Additional BFE. If required, the Parties hereto
shall execute a Change Order in accordance with Article 15 to cover
the Applicable BFE.
12.5 The Applicable BFE shall be incorporated in the manufacturing process
of the Aircraft subject to the following conditions:
(a) Title to and risk of loss of the Applicable BFE shall remain
at all times with Buyer. XXXX shall have such
responsibilities for such Applicable BFE as is applicable by
law to a bailee for hire;
(b) The Applicable BFE must be received Carriage Paid To
(Incoterms 1990) BRAD's plant or such other place as XXXX xxx
reasonably designate, no later than the date specified by the
Parties in Schedule J or by mutual agreement, free and clear
of any taxes, duties, licenses, charges, liens or other
similar claims;
(c) The Applicable BFE shall:
(i) have the applicable serviceable parts tags acceptable
to TC and the FAA, and
(ii) meet the requirements of the applicable airworthiness
certification agency;
(d) The Applicable BFE shall be delivered to XXXX in good
condition and ready for immediate incorporation into the
Aircraft. XXXX shall, upon receipt, inspect the
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Buyer _____ XXXX _____
21
Applicable BFE as to quantity and apparent defects and as soon
as practicable inform Buyer of any discrepancies and the
required corrective actions to be taken; and
(e) XXXX shall only be responsible for the fitment and testing of
the Applicable BFE in the Aircraft using reasonable care,
using good manufacturing practices and in accordance with
Buyer's written detailed description of the dimensions and
weight of such Applicable BFE.
12.6 If at any time between receipt of the Applicable BFE by XXXX and the
Actual Delivery Date, XXXX notifies Buyer that an item of Applicable
BFE supplied does not meet the standards and requirements described
above or its fitment, integration and testing in the Aircraft or
Aircraft systems creates delays in the manufacturing or certification
process, then such Applicable BFE may be removed and replaced by other
Applicable BFE or by BRAD's equipment, unless Buyer requests delivery
of the relevant Aircraft without such Applicable BFE. Buyer shall pay
XXXX any [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] in connection with such removal, refitment, replacement,
testing, certification and/or delays in the Delivery Date of the
Aircraft.
12.7 In the event that the delivery of an Aircraft is delayed due to any
delay caused by Buyer's failure to:
(a) deliver or have Applicable BFE delivered by the date required;
(b) ensure satisfactory design, suitability, use or operation of
the Applicable BFE;
(c) perform any adjusting, calibrating, retesting or updating of
Applicable BFE;
(d) furnish or obtain any approvals, data or information, in each
case, regarding the Applicable BFE or in compliance with the
provisions of this Article; or
(e) comply with the requirements of Articles 12.5 (c) and (d).
XXXX agrees to discuss with Buyer, and use its reasonable efforts to
carry out steps to minimize, cure, eliminate or work around the delay,
but any delay reasonably incurred shall be the responsibility of Buyer
and Buyer shall pay to XXXX any [CONFIDENTIAL MATERIAL OMITTED AND
FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT.] due to such delay. XXXX
shall use its reasonable efforts to prevent such delay or price
increase.
12.8 Should there be a delay in delivery caused either by any failure of
Buyer described in this Article 12, or by an event to which reference
is made in Article 18.2 in connection with the Applicable BFE, and if
such delay cannot reasonably be minimized, cured, eliminated or worked
around by agreement of the Parties, Buyer agrees that XXXX xxx, at its
sole option,
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Initials
Buyer _____ XXXX _____
22
deliver the Aircraft without installing the unapproved, delayed or
non-conforming Applicable BFE, and Buyer agrees to take delivery of
and pay for the Aircraft.
12.9 If this Agreement is terminated in whole or in part in accordance with
the provisions hereof, XXXX will elect to, by written notice to Buyer,
either:
(a) purchase the Applicable BFE ordered by Buyer and/or received
by XXXX at a price mutually agreed upon by XXXX and Buyer
(including shipping charges); or
(b) return the Applicable BFE to Buyer at Buyer's risk and expense
at a location designated by Buyer.
12.10 In the event of Buyer's failure to perform any of its obligations set
forth in this Article 12 which cause, directly or indirectly a delay
in XXXX offering the Aircraft for inspection and acceptance in
accordance with Article 4.2, XXXX shall not be in default under this
Agreement [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] as a result thereof and shall be relieved of
any and all obligations [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]. Buyer shall pay [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] expenses and daily
interest at the Interest Rate on the Purchase Price of the relevant
Aircraft for each day of delay arising from or in connection with the
aforementioned delay of an Aircraft [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION].
ARTICLE 13 - FAA APPROVAL AND REGULATORY CHANGES
13.1 As provided in Article 6.1, at the time of Actual Delivery of each
Aircraft, XXXX will possess a valid FAR Part 25 Type Certificate for
the Aircraft. The responsibility for the costs of FAR Part 25
requirements will be as provided below.
13.2 If any change or modification to an Aircraft, or further testing of
such Aircraft, is required by any law, governmental regulation or
requirement (or, in each case, official interpretation thereof) by any
Competent Authority having jurisdiction, including the FAA, in order
to meet the requirements of FAR Part 25 and in each case is required
before, on or after the date of this Agreement but prior to Actual
Delivery of such Aircraft (a "Regulatory Change"), XXXX will implement
such Regulatory Change to the affected [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION].
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
13.4 XXXX shall promptly issue a Notice to Buyer, identifying any
Regulatory Change required to be made under this Article 13, which
shall set forth in detail the particular changes to be made and the
effect, if any, of such changes on design, performance, weight,
balance, time of
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Buyer _____ XXXX _____
23
delivery, Basic Aircraft Price and Purchase Price. Any Notice issued
pursuant to this Article shall be effective and binding upon the date
of BRAD's transmittal of such Notice.
ARTICLE 14 - INTENTIONALLY LEFT BLANK
ARTICLE 15 - CHANGES
15.1 Other than a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] or a Regulatory Change as described in Article 13.2,
any change to this Agreement (including the Specification) or any
features of the Aircraft or any addition or deletion of BFE/Additional
BFE not previously accounted for, if any, requested by either Party
hereto, and as may be mutually agreed upon by the Parties hereto,
shall be made using a change order ("Change Order") substantially in
the format of Schedule K hereto. Should either Party request a
change, XXXX shall promptly advise Buyer of:
(a) the effect, if any, of such Change Order on the Scheduled
Delivery Month, Schedule Delivery Week and the Readiness Date
(each as may be known at the time) and the Aircraft on which
the change will be effected;
(b) the price and payment terms applicable to the Change Order;
and
(c) the effect, if any, of such Change Order on any other material
provisions of this Agreement (including the Specification or
Performance Guarantees set forth in Letter Agreement No. 9)
which will be affected by the Change Order.
Such Change Order shall only become effective and binding on the
Parties hereto when signed by a duly authorized representative of each
Party.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
15.3 At least [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] prior to the Schedule Delivery Quarter of the first
Aircraft, XXXX will prepare, and will allow Buyer a reasonable
opportunity to inspect, a full size mock-up of the interior of the
Aircraft, including the passenger seating areas, the flight attendant
work and seating areas and the lavatories (the "Mock-up").
Additionally, at [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION] prior to the Scheduled Delivery Quarter of the
first Aircraft, XXXX will provide to Buyer detailed drawings of the
Aircraft's cargo areas, ground service access panels and cockpit (the
"Drawings"). At any time [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] or more prior to the delivery of an
Aircraft, XXXX will make, after consultation with Buyer and at no
charge to Buyer, minor changes to
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Initials
Buyer _____ XXXX _____
24
the design of the Aircraft, including any such changes that are a
result of Buyer's inspection of the Mock-up or the Drawings, that
Buyer may reasonably request.
ARTICLE 16 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
ARTICLE 17 - PATENT INDEMNITY
17.1 In the case of any actual or alleged infringement of any Canadian or
United States patent or, subject to the conditions and exceptions set
forth below, any patent issued under the laws of any other country in
which Buyer from time to time may lawfully operate the Aircraft
("Other Patents"), by (a) the Aircraft, or by any system, accessory,
equipment or part installed in such Aircraft at the time title to such
Aircraft passes to Buyer; (b) the Aircraft or any system, accessory,
equipment or part thereof as modified by XXXX for Buyer to the extent
such actual or alleged patent infringement results from such
modification; or (c) any system, accessory, equipment or part held in
Buyer's inventory or installed upon the Aircraft subsequent to the
time the title to such Aircraft passes to Buyer that in each case was
sold by XXXX to Buyer, then in each case XXXX shall indemnify, defend,
protect and hold harmless Buyer from and against all claims, suits,
actions, liabilities, damages and costs resulting from such alleged or
actual infringement, excluding any indirect, incidental or
consequential or punitive damages (which include without limitation
loss of revenue or loss of profit) and XXXX shall, at its expense,
take one of the following actions, which action may be selected by
XXXX:
(a) procure for Buyer the right under such patent to use such
system, accessory, equipment or part; or
(b) replace such system, accessory, equipment or part with one of
the similar nature and at least the same quality, utility and
maintainability that is non-infringing; or
(c) modify such system, accessory, equipment or part to make same
non-infringing in a manner such as to keep it otherwise in
compliance with the requirements of this Agreement (including
being of at least the same quality and utility and similar
maintainability).
17.2 BRAD's obligation hereunder shall extend to Other Patents only if at
the time the Claim arises:
(a) such other country and the country in which the Aircraft is
permanently registered have ratified and adhered to and are at
the time of the actual or alleged infringement contracting
parties to the Chicago Convention on International Civil
Aviation of December 7, 1944 and are fully entitled to all
benefits of Article 27 thereof; and
(b) such other country and the country of registration shall each
have been a party to the International Convention for the
Protection of Industrial Property (Paris Convention)
Page 24
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Buyer _____ XXXX _____
25
or have enacted patent laws which recognize and give adequate
protection to inventions made by the nationals of other
countries which have ratified, adhered to and are contracting
parties to either of the forgoing conventions.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
ARTICLE 18 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
ARTICLE 19 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
ARTICLE 20 - TERMINATION
20.1 This Agreement may be terminated, in whole or in part, with respect to
any or all of the undelivered Aircraft before the Actual Delivery by
XXXX or Buyer by notice of termination to the other Party upon the
occurrence of any of the following events with respect to the other
Party:
(a) the other Party makes a general assignment of all or
substantially all of its assets for the benefit of creditors,
becomes insolvent or admits in writing its inability to pay
its debts as they become due or the other Party ceases to pay
its debts as they become due or the other Party ceases doing
business as a going concern or suspends all or substantially
all of its business operations; or
(b) the other Party applies for the appointment of a receiver,
custodian, liquidator or trustee; or a receiver, custodian,
liquidator or trustee is appointed for the other Party or for
substantially all of such other Party's assets and, if
appointed without such Party's consent, such appointment is
not discharged or stayed within [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION] calendar days
thereafter; or
(c) proceedings or action under any law relating to bankruptcy,
insolvency, reorganization, readjustment of debt, dissolution,
liquidation or any similar proceeding for the relief of
debtors are instituted by or against the other Party, and, if
contested by such other Party, are not dismissed or stayed
within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] calendar days thereafter; or
(d) any writ of attachment or execution or any similar process is
issued or levied against the other Party or any significant
part of its property and is not released, stayed,
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Buyer _____ XXXX _____
26
bonded or vacated within [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] calendar days after its
issue or levy.
20.2 In addition, this Agreement may be terminated, in whole or in part,
before the Actual Delivery with respect to any or all undelivered
Aircraft:
(a) as otherwise provided in this Agreement; or
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
20.3 In case of termination by XXXX of this Agreement under [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
(a) all rights (including property rights), if any, which Buyer or
its assignee may have or may have had in or to this Agreement
with regard to the undelivered Aircraft or all of the
undelivered Aircraft, as applicable, shall become null and
void with immediate effect;
(b) XXXX xxx sell, lease or otherwise dispose of such undelivered
Aircraft to another party free of any claim by Buyer;
(c) all amounts paid, including any deposits, by Buyer with
respect to the applicable undelivered Aircraft shall be
retained by XXXX [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
20.4 In the event of termination of this Agreement by Buyer [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
20.5 For greater certainty, the Parties agree that Buyer shall not have the
right to terminate this Agreement under Article 20.2 (c) in cases of
either (a) delay in the delivery of an Aircraft and (b) loss,
destruction or damage beyond economic repair of an Aircraft. Such
termination rights of Buyer shall only exist, where applicable, under
Articles [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] 19.1 respectively. For greater certainty, the Parties
agree that XXXX shall not have the right to terminate this Agreement
under Article 20.2(b) in case of Buyer's failure to accept pay for and
take delivery of any Aircraft. Such termination rights of XXXX shall
only exist, where applicable, under Article 4.6.
ARTICLE 21 - LIMITATION OF LIABILITY
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Buyer _____ XXXX _____
27
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
ARTICLE 22 - GOVERNING LAW
22.1 THIS AGREEMENT, AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
HEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED AND
INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE. THIS
AGREEMENT IS BEING DELIVERED IN THE STATE OF NEW YORK.
22.2 Buyer and XXXX agree that all disputes arising under this Purchase
Agreement shall be resolved in accordance with the procedures set
forth in Article 34. The United Nations Convention on International
Sales shall not apply to this Purchase Agreement or the transactions
contemplated hereby.
ARTICLE 23 - TERMS
23.1 Technical and trade terms not otherwise defined herein shall have the
meanings assigned to them as generally accepted in the international
aircraft manufacturing industry. All monetary amounts contained in
this Agreement refer to U.S. dollars and any payments requested by
either Party hereunder or under this Agreement shall be in U.S.
Dollars.
ARTICLE 24 - SALES, LEASE, SUBLEASE AND ASSIGNMENT RIGHTS
24.1 Buyer shall have the right (without relieving Buyer of its obligations
under this Agreement) to sell, lease, sublease, assign, transfer,
convey or dispose of any or all of the Aircraft and retain or pass
through any or all of the rights, benefits and obligations (including
those pertaining to warranties) provided in this Agreement without the
prior consent of XXXX to (a) any wholly-owned subsidiary of Buyer, (b)
any leasing affiliate of Buyer, (c) any other affiliate of Buyer of
greater or equal financial capability or (d) any financial or other
institution involved in financing the Aircraft for Buyer provided in
each case that (i) Buyer shall remain jointly and severally liable
with the assignee for the performance of its obligations under this
Agreement and (ii) there is no increase in liability and/or
responsibility of XXXX.
24.2 Subject to Buyer's assignment rights under Article 24.1, for greater
certainty, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] granted by XXXX are personal to Buyer and may not be
negotiated, transferred, assigned or disposed of to any other person
in any way without BRAD's consent (which shall not be unreasonably
withheld or delayed) and that as a condition of its consent to
Page 27
Initials
Buyer _____ XXXX _____
28
assignment XXXX shall be entitled, as a condition to giving its
consent, to require a reasonable amendment of the applicable
provisions.
24.3 Notwithstanding the other provisions of this Article 24, XXXX shall,
at Buyer's cost and expense, if so requested in writing by Buyer, take
any action reasonably required for the purpose of causing any of the
Aircraft to be subjected (a) to, after the Actual Delivery Date, an
equipment trust, conditional sale or lien, or (b) to another
arrangement for the financing of the Aircraft by Buyer, providing,
however, there shall be no increase in the liability and/or
responsibility of XXXX arising through such financing.
24.4 XXXX xxx assign, convey, sell, transfer, dispose of, retain or pass
through (in whole or in part) any or all of its rights, benefits and
obligations hereunder to a wholly-owned subsidiary or affiliate ( a
"XXXX Affiliate") without the prior consent of Buyer provided that (a)
there is no increase to the liability and/or responsibility of Buyer
and (b) XXXX remains jointly and severally liable with any assignee
for the performance of its obligation under this Agreement.
24.5 XXXX xxx assign any of its rights to receive money hereunder without
the prior consent of Buyer.
24.6 Except as provided in this Agreement, neither Party may sell, lease,
sublease, assign, transfer, convey or dispose of this Agreement, or
any of such Party's rights, duties or obligations hereunder, without
the prior written consent of the other Party (which shall not be
unreasonably withheld or delayed). Notwithstanding such consent the
Party receiving such consent shall not be relieved of any of its
obligations under this Agreement. Any attempted sale, lease,
sublease, assignment, transfer, conveyance, or disposition which does
not comply with this Article 24 shall be null and void.
ARTICLE 25 - CONFIDENTIALITY
25.1 This Agreement is confidential between the Parties and shall not,
without the prior written consent of the other Party, be disclosed by
either Party in whole or in part to any other person or body except as
set forth below.
25.2 Except as set forth below, each Party shall hold confidential and
shall not reproduce any technical data or information supplied by or
on behalf of the other Party or divulge the same to any third party
without the prior written consent of the other Party (which consent
shall not be unreasonably delayed or withheld). Except as set forth
below, neither Party will disclose the Evaluation Materials (as
defined below) to any third party without the prior written consent of
the other Party (which consent shall not be unreasonably withheld or
delayed). The term "Evaluation Materials" shall mean and include the
respective (i) data, reports, interpretations, forecasts, records,
statements and documents in each case in written, documentary,
computer or electronic form of any kind to the extent they contain
information concerning XXXX or Buyer, as the case may be, which is not
available to the general public and which the other
Page 28
Initials
Buyer _____ XXXX _____
29
Party or its representatives (including its affiliates, directors,
officers, employees, agents and advisors (including attorneys,
accountants, consultants, bankers and financial advisers of the Party)
("Representatives")) provide or have provided, to the recipient (the
"Recipient") or any of its Representatives for the purposes of the
transactions contemplated by this Agreement (the "Transactions") and
(ii) information, reports, analyses, compilations, studies,
interpretations, forecasts, records or other material prepared by the
Recipient in each case in written, documentary, computer or electronic
form containing, in whole or any part, any Evaluation Materials.
Evaluation Materials may be disclosed to the Representatives of the
Recipient who need to know the information for the purposes of
evaluating and analyzing the Transaction, it being understood that
they will be advised by the Recipient of the confidential nature of
such information and that by receiving such information they are
agreeing to be bound by the terms of this Article 25.
25.3 Either Party may announce the signing of this Agreement by means of a
notice to the press provided that the content and date of the notice
has been consented to by the other Party (which consent shall not be
unreasonably delayed or withheld).
25.4 In the event either Party (the "Filing Party") now or hereafter has a
class of securities registered under Section 12(b) or 12(g) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or
is subject to the reporting requirements of Section 15(d) thereof, or
the Filing Party proposes to effect an offering of securities
registered under the Securities Act of 1933, as amended (the
"Securities Act"), and in any such case, the Filing Party reasonably
determines, based upon the advise of counsel that this Agreement is a
"material contract" as described in Item 601 of Regulations S-K, and
is required to be filed as an exhibit to a registration statement
under the Securities Act or a periodic report under the Exchange Act,
the Filing Party shall notify the other Party, by written notice, at
least thirty (30) days prior to the date of such anticipated filing of
such determination and the reasons therefor, and shall use its
reasonable efforts to work with the other Party to prepare and file
with the Securities and Exchange Commission (the "Commission") a
request for confidential treatment pursuant to Rule 24b-2 under the
Exchange Act or Rule 406 under the Securities Act, as the case may be,
with respect to information in this Agreement, and such other
information as the other Party may reasonably request.
25.5 Any of the information that is required to be kept confidential
pursuant to the provisions of Articles 25.1 and 25.2 (the
"Confidential Information") may be disclosed to the extent such
information is information that (a) at the time of the disclosure is
publicly available or becomes publicly available through no act or
omission of the Party having a confidentiality obligation under this
Agreement, (b) may be reasonably necessary for either party to carry
out its obligations or enforce its rights under this Agreement, (c) is
independently and lawfully acquired or developed by such disclosing
Party, (d) is disclosed despite the exercise of reasonable care which
shall be at least the same degree of care as such Party takes to
safeguard comparable confidential information of its own, (e) is
required to be disclosed for the operation, maintenance, overhaul or
repair of the Aircraft provided the recipient agrees to hold
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30
same in confidence and to use same only for the purposes stated above,
(f) is required to be disclosed by Buyer by any lending or financial
institution or leasing company or other participant in any equipment
trust, conditional sale, lease, security agreement, chattel mortgage
or other arrangement for the financing or use of the Aircraft by Buyer
or for the financing of any of Buyer's obligations under this
Agreement, (g) is disclosed as required by court order or as otherwise
required by law (including federal securities laws), on the condition
that prompt notice of the requirement for such disclosure is given to
the other Party prior to making any disclosure unless impossible (this
phrase only applies with respect to this subsection (g) ), (h) as may
be reasonably required by XXXX for purposes of analytical or technical
product support, improvement or enhancement of customer support
services, (i) is disclosed to independent auditors, accountants or
attorneys of the disclosing party who shall be advised of the
confidential nature of same, or (j) is disclosed to the disclosing
Party by a third party that did not acquire the information under an
obligation of confidentiality.
25.6 To the extent that the other Party objects to the disclosure of
confidential information, the Party from which the disclosure is
sought shall (a) use all reasonable and lawful efforts to resist
making any disclosure of such Confidential Information, (b) use all
reasonable and lawful efforts to limit the amount of such Confidential
Information to be disclosed, (c) use all reasonable efforts to obtain
a protective order or other appropriate relief to minimize the further
dissemination of the Confidential Information to be disclosed and (d)
give the Party objecting to disclosure the opportunity to seek
confidential treatment with regard to the Confidential Information.
The provisions of this Article 25 shall survive the termination or
expiration of this Agreement for whatever reason.
ARTICLE 26 - COMPLIANCE WITH APPLICABLE LAWS
26.1 Each Party shall comply with all applicable laws, rules, and
regulations promulgated by Competent Authorities, with respect to its
obligations under this Agreement, and with respect to all of the
transactions contemplated hereby. Except as provided in this
Agreement, each Party shall, at its own expense, obtain and maintain
the governmental authorizations, licenses, approvals, registrations,
and filings that may be required of it under applicable law, and under
applicable rules and regulations promulgated by Competent Authorities,
to execute or perform under this Agreement. For purposes of this
Agreement, "Competent Authorities" shall mean any national, federal,
state, provincial, county, local, or municipal government body,
bureau, commission, board, board of arbitration, instrumentality,
authority, agency, court, department, inspectorate, minister,
ministry, official, or public or statutory entity or person (whether
autonomous or not) having jurisdiction over any of the Parties in
relation to this Agreement or any of the transactions contemplated
hereby.
ARTICLE 27 - REPRESENTATIONS AND WARRANTIES
27.1 Effective as of the date of this Agreement and as of the Actual
Delivery of each Aircraft, XXXX represents and warrants that:
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31
(a) XXXX is a corporation duly organized, validly existing and in
good standing under the laws of Canada and has all necessary
corporate power and authority to conduct the business in which
it is currently engaged and to enter into and perform its
obligations under this Agreement;
(b) XXXX has taken, or caused to be taken, all necessary corporate
action to authorize the execution and delivery of this
Agreement and the performance of its obligations hereunder;
(c) The execution and delivery by XXXX of this Agreement, the
performance by XXXX of its obligations hereunder and the
consummation by XXXX of the transactions contemplated hereby,
do not and will not (i) violate or conflict with any provision
of the constitutional documents of XXXX, (ii) violate or
conflict with any law, rule, or regulation applicable to or
binding on XXXX, or (iii) violate or constitute any breach or
default under any agreement, instrument or document to which
XXXX is a party or by which XXXX or any of its properties is
or may be bound or affected;
(d) The execution and delivery by XXXX of this Agreement, the
performance by XXXX of its obligations hereunder and the
consummation by XXXX of the transactions contemplated hereby
do not and will not require the consent, approval or
authorization of, or the giving of notice to, or the
registration with, or the recording or filing of any documents
with, or the taking of any other action in respect of, (i) any
trustee or other holder of any indebtedness or obligation of
XXXX, (ii) any federal, provincial, municipal, or local
government regulatory, judicial or administrative entity of
competent jurisdiction, or (iii) any other party;
(e) This Agreement has been duly authorized, executed and
delivered by XXXX and, assuming the due authorization,
execution and delivery hereof by the Buyer, constitutes the
legal, valid and binding obligation of XXXX enforceable
against XXXX in accordance with the terms hereof, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar
laws affecting the rights of creditors generally and general
principles of equity, whether considered in a proceeding at
law or in equity; and
(f) Each of the foregoing representations and warranties shall
survive the execution and delivery of this Agreement and any
termination hereof.
27.2 Effective as of the date of this Agreement and as of the Actual
Delivery of each Aircraft, Buyer represents and warrants that:
(a) Buyer is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware and has
all necessary corporate power and authority to
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32
conduct the business in which it is currently engaged and to
enter into and perform its obligations under this Agreement;
(b) Buyer has taken, or caused to be taken, all necessary
corporate action to authorize the execution and delivery of
this Agreement and the performance of its obligations
hereunder;
(c) The execution and delivery by Buyer of this Agreement, the
performance by Buyer of its obligations hereunder and the
consummation by Buyer of the transactions contemplated hereby,
do not and will not (i) violate or conflict with any provision
of the constitutional documents of Buyer, (ii) violate or
conflict with any law, rule, or regulation applicable to or
binding on Buyer, or (iii) violate or constitute any breach or
default under any agreement, instrument or document to which
Buyer is a party or by which Buyer or any of its properties is
or may be bound or affected;
(d) The execution and delivery by Buyer of this Agreement, the
performance by Buyer of its obligations hereunder and the
consummation by Buyer of the transactions contemplated hereby
do not and will not require the consent, approval or
authorization of, or the giving of notice to, or the
registration with, or the recording or filing of any documents
with, or the taking of any other action in respect of, (i) any
trustee or other holder of any indebtedness or obligation of
Buyer, (ii) any national, federal, state, or local government
regulatory, judicial or administrative entity of competent
jurisdiction, or (iii) any other party;
(e) This Agreement has been duly authorized, executed and
delivered by Buyer and, assuming the due authorization,
execution and delivery hereof by XXXX, constitutes the legal,
valid and binding obligation of Buyer enforceable against
Buyer in accordance with the terms hereof, except as such
enforceability may be limited by bankruptcy, insolvency,
reorganization, receivership, moratorium and other similar
laws affecting the rights of creditors generally and general
principles of equity, whether considered in a proceeding at
law or in equity;
(f) By a filing with the Secretary of State of Delaware, effective
as of December 22, 1997, Buyer's corporate name was changed
from AMR Eagle, Inc. to AMR Eagle Holding Corporation; and
(g) Each of the foregoing representations and warranties shall
survive the execution and delivery of this Agreement and any
termination hereof.
ARTICLE 28 - AGREEMENT
28.1 This Agreement and the matters referred to herein constitute the
entire Agreement between XXXX and Buyer and supersede and cancel all
prior representations, brochures, warranties,
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33
statements, negotiations, undertakings, letters, memoranda of
agreement, proposal, acceptances, agreements, understandings,
contracts and communications (including the Memorandum of
Understanding dated 17 June 1997 and the Confidentiality Agreement
dated June 4, 1997), whether oral or written, between XXXX and Buyer
or their respective agents, with respect to or in connection with the
subject matter of this Agreement. No agreement or understanding shall
vary the terms and conditions hereof unless it is in writing and duly
signed by their respective authorized representatives.
28.2 If any of the provisions of this Agreement are for any reason declared
by final judgement (from which all rights of appeal have expired) of a
court of competent jurisdiction to be unenforceable or ineffective,
those provisions shall be deemed severed from this Agreement in the
jurisdiction in question and such contravention, illegality,
invalidity or unenforceability shall not in any way prejudice or
affect the remaining parts of this Agreement which shall continue in
full force and effect.
28.3 THE BENEFIT OF THE WAIVER, RELEASE, RENUNCIATION AND EXCLUSION OF
LIABILITY IN ARTICLE 21 EXTENDS ALSO TO THE OTHER DIVISIONS, OTHER
SUBSIDIARIES, AND OTHER AFFILIATES OF BOMBARDIER INC., INCLUDING DE
HAVILLAND INC. (COLLECTIVELY THE "BOMBARDIER GROUP") AND TO THE
OFFICERS, DIRECTORS, EMPLOYEES AND REPRESENTATIVES OF THE BOMBARDIER
GROUP, ON WHOSE BEHALF AND FOR WHOSE BENEFIT XXXX IS, FOR PURPOSES OF
THIS ARTICLE 28.3, ACTING AS AGENT AND TRUSTEE.
ARTICLE 29 - INDEPENDENT CONTRACTOR
29.1 Each of the Parties is an independent contractor. Nothing in this
Agreement is intended or shall be construed to create or establish any
agency, partnership, joint venture, or fiduciary relationship between
the Parties. Neither Party nor any of its affiliates has any
authority to act for or to incur any obligations on behalf of or in
the name of the other Party or any of its affiliates.
ARTICLE 30 - CAPTIONS, HEREOF, INCLUDING
30.1 The captions and headings appearing in this Agreement have been
inserted as a matter of convenience and in no way define, limit, or
enlarge the scope of this Agreement or any of the provisions hereof.
"Including" or "include" shall be deemed to mean "limitation" or
"include without limitation," respectively, unless otherwise specified
in this Agreement. All references in this Agreement to "herein,"
"hereof," "hereto," "hereby," or "hereunder" shall be deemed
references to this Agreement as a whole and not to any particular
section, subsection, paragraph, subparagraph, sentence or clause of
this Agreement.
ARTICLE 31 - SCHEDULES
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34
31.1 The schedules and letters of agreement to this Agreement are
incorporated into this Agreement and form a part hereof for all
intents and purposes.
ARTICLE 32 - REMEDIES
32.1 Unless otherwise expressly provided herein, all remedies provided for
herein are cumulative and, to the extent provided in the next
sentence, exclusive. [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] However, in no event shall either
Party be able to recover any duplication of payment or recovery
regardless of the number of remedies used.
ARTICLE 33 - COSTS
33.1 Each Party shall bear its own costs of attorneys, accountants and
financial advisors in connection with the preparation, negotiation and
execution of this Agreement, and other transaction documentation
(provided, however, that the allocation of such costs with respect to
financing documentation shall be addressed in the Financing Term
Sheet).
ARTICLE 34 - ARBITRATION
34.1 The Parties agree that if they cannot resolve the proper apportionment
among them of responsibility for or with respect to any Claim, or any
other dispute or alleged dispute that may arise in connection with the
interpretation of any provision of this Agreement or the performance,
failure to perform, or breach by any Party of its obligations under
this Agreement (each a "Dispute"), such Dispute shall be referred to
and finally and confidentially resolved by arbitration under the Rules
of the London Court of International Arbitration (the "Arbitration
Rules"), which rules are deemed to be incorporated by reference
herein, except as they may be modified herein or by mutual agreement
of the Parties. In the event of a conflict between the Arbitration
Rules and the provisions of this Agreement, the provisions of this
Agreement shall prevail. The arbitration proceedings shall take place
in New York, New York, and shall be conducted in the English language.
34.2 Each of the Parties expressly and irrevocably waives its rights to
bring suit against the other in any court of law regarding this
Agreement, except for the limited purpose of enforcing an arbitral
award obtained hereunder or obtaining any injunctive, temporary or
preventive relief as may be available to it for the purpose of
maintaining the status quo pending the completion of the arbitration
for a breach or threatened breach by the other Party of this Agreement
which threatens irreparable damage, in which case suit may be brought
in any court of competent jurisdiction. Each Party, to the fullest
extent it may effectively do so under applicable laws, rules or
regulations, irrevocably waives and agrees not to assert, by way of
motion, as a defense or otherwise, any claim that is not subject to
the arbitration hereunder.
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34.3 The arbitration, including the rendering of the award, shall be
conducted by three (3) arbitrators; provided, however, that the
arbitration may be conducted by only one (1) arbitrator if the Parties
so agree in advance of the arbitration and are able to agree upon a
single, mutually acceptable individual. The arbitrator(s) shall be
first nominated and then appointed in accordance with the Arbitration
Rules. The Party initiating the arbitration (the "Claimant") shall
appoint an arbitrator in its request for arbitration (the "Request").
The other Party (the "Respondent") shall appoint an arbitrator within
fifteen (15) days of receipt of the Request and shall notify the
Claimant of such appointment in writing. If within fifteen (15) days
of receipt of the Request by the Respondent, the Respondent has not
appointed an arbitrator, then that arbitrator shall be appointed by
the London Court of International Arbitration. The first two (2)
arbitrators appointed in accord with this provision shall appoint a
third arbitrator within fifteen (15) days after the London Court of
International Arbitration has notified the Parities (and any
arbitrator already appointed) of its appointment of an arbitrator on
behalf of the Party failing to appoint. When the third arbitrator has
accepted the appointment, the two (2) arbitrators making the
appointment shall promptly notify the Parties of the appointment. If
the first two (2) arbitrators appointed fail to appoint a third
arbitrator or to so notify the Party within the time period prescribed
above, the London Court of International Arbitration shall appoint the
third arbitrator and shall promptly notify the parties of the
appointment. The third arbitrator shall act as chairperson of the
tribunal (in accordance with Rule 3.3). Each of the arbitrators
shall, to the extent appropriate, be knowledgeable about the legal,
marketing and other business aspects of the airline industry (provided
that such persons are then available) and fluent in the English
language. If a Party does not object to an arbitrator within seven
(7) days of appointment, such arbitrator shall be conclusively
presumed to have such qualifications. Initially and until written
notice has been received to the contrary, all notifications and
communications arising from the arbitral proceedings may be made to
the Parties in the manner and to the address specified in Article 37
of this Agreement.
34.4 In order to facilitate the comprehensive resolution of related
Disputes, any Party, may, within twenty-one (21) days after the
commencement of any arbitration, apply to consolidate that arbitration
proceeding with any one (1) or more arbitration proceedings previously
commenced pursuant to this Agreement. Such application shall be made
to the arbitration tribunal in the earliest filed arbitration among
those that the Party seeks to consolidate (the "First Tribunal"),
which shall have the sole power to determine such issue. The First
Tribunal shall not consolidate such arbitrations unless it determines
that (a) there are issues of fact and law common to the two (2)
proceedings so that a consolidated proceeding would be more efficient
than separate proceedings, and (b) no Party would be prejudiced as a
result of such consolidation through undue delay or otherwise. In
case the arbitration proceedings are consolidated, the First Tribunal
shall serve as the tribunal for all consolidated proceedings.
34.5 The Parties agree to use commercially reasonable efforts to complete
the arbitration within ninety (90) days commencing from the date the
last arbitrator accepts his or her appointment. Any decision or award
of the arbitrator(s) shall be based solely on the terms of this
Agreement and the substantive governing law applicable thereto.
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34.6 All decisions of the arbitrator(s) shall be in writing stating the
reason therefor, shall be final and conclusive, and shall be binding
on the Parties. Any arbitral award may include an award of costs,
including reasonable attorney's fees and disbursements. Judgement
upon the award in the arbitration may be entered and enforced by any
court of competent jurisdiction. The Parties agree to exclude, to the
fullest extent permitted by applicable law, rule or regulation any
right of application or appeal to any court in connection with any
question of law arising in the course of arbitration proceedings or
out of any decision or award by the arbitrators. The Parties
expressly agree that the arbitrator(s) shall have the authority to
award damages. The Parties also expressly agree that the
arbitrator(s) shall not act as an amiable(s) compositeur(s).
34.7 Each of the Parties irrevocably submits to the personal jurisdiction
of the U.S. District Court for the Southern District of the State of
New York and of the Supreme Court of the State of New York, New York
County for purposes of enforcing any award rendered in the
arbitration. Each Party, to the fullest extent it may effectively do
so under applicable law, rule or regulation, irrevocably waives and
agrees not to assert, by way of motion, as a defense or otherwise, any
claim and cause of action that it is not subject to the jurisdiction
of any such court, any objection that it may have or may hereafter
have to the laying of the venue of any such suit, action or proceeding
brought in any such court and any claim that suit has been brought in
an inconvenient forum.
34.8 To the extent that either Party or any of its property is or becomes
entitled at any time to any immunity on the grounds of sovereignty or
otherwise, from (a) any legal action, suit, arbitration proceeding or
other proceeding, (b) set-off or counterclaim, (c) the jurisdiction of
any court of competent jurisdiction, (d) service of process, (e)
relief by way of injunction, order for specific performance, or for
recovery of property, (f) attachment of its assets prior to judgement
or after judgement, (g) attachment in aid of execution or levy, (h)
execution or enforcement of any decree or judgement, or (i) judgement
or jurisdiction, that Party, for itself and its property, does, to the
full extent permitted by applicable law, rule or regulation, hereby
irrevocably and unconditionally waive all rights to, and agrees not to
plead or claim, any such immunity with respect to its obligations,
liabilities or any other matter under or arising out of or in
connection with this Agreement, or the subject matter hereof. Such
agreement shall be irrevocable and not subject to withdrawal in any
and all jurisdictions included under the Foreign Sovereign Immunities
Act of 1976 of the United States of America.
ARTICLE 35 - INTENTIONALLY DELETED
ARTICLE 36 - SUCCESSORS
36.1 This Agreement shall inure to the benefit of and be binding upon each
of XXXX and Buyer and their respective successors and permitted
assignees.
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ARTICLE 37 - NOTICES
37.1 Any notice, request, approval, permission, consent or other
communication ("Notice"), to be given or required under this Agreement
shall be provided in writing, by registered mail, facsimile, courier,
telegraphic or other electronic communication providing reasonable
proof of transmission, except that no notice shall be sent by mail if
disruption of postal service exists or is threatened either in the
country of origin or of destination, by the party giving the Notice
and shall be addressed as follows:
(a) Notice to XXXX shall be addressed to:
Bombardier Inc.
Bombardier Regional Aircraft Division
000 Xxxxxxx Xxxxxxxxx
Xxxxxxxxx, Xxxxxxx
Xxxxxx
X0X 0X0
Attention: Director of Contracts
Telex:06-22128
Facsimile: (000) 000-0000
(b) Notice to Buyer shall be addressed to:
AMR Eagle Holding Corporation
0000 Xxxx Xxxxxx Xxxx.
MD 5494
Xxxx Xxxxx, Xxxxx 00000
XXX
Attn: Senior Vice President of Planning
Phone: (000) 000-0000
Fax: (000) 000-0000
(c) With a courtesy copy to:
American Airlines, Inc.
0000 Xxxx Xxxxxx Xxxx.
MD 5675
Xxxx Xxxxx, Xxxxx 00000
XXX
Attn: Corporate Secretary
Phone: (000) 000-0000
Fax: (000) 000-0000
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37.2 Notice given in accordance with Article 37.1 shall be deemed
sufficiently given to and received by the addressees:
(a) if delivered by hand, on the day when the same shall have been
so delivered; or
(b) if mailed or sent by courier on the day indicated on the
corresponding acknowledgement of receipt; or
(c) if sent by telex or facsimile on the day indicated by the
acknowledgement or the answer back of the receiver in provable
form.
37.3 Each Party irrevocably appoints CT Corporation, with offices on the
date hereof at 0000 Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000 (hereinafter
referred to as the "Process Agent"), to receive, for it and on its
behalf, service of process (except for any notices pursuant to a
proceeding under Article 34 hereof, for which notices shall be
provided as set forth in Article 37.1 hereof). If for any reason the
Process Agent is unable to act as such, each Party will promptly
notify the other Party and within thirty (30) days appoint a
substitute process agent acceptable to the other Party. The Parties
irrevocably consent to service of process given in the manner provided
for notices in Article 34. Nothing in this Agreement will affect the
right of either Party to serve process in any other manner permitted
by law.
ARTICLE 38 - NO WAIVER
38.1 No waiver of any breach or obligation under this Agreement by either
Party shall constitute a waiver of any subsequent similar breach or
obligation or of any other provision hereof. No waiver shall be
effective unless made in writing and signed by a duly authorized
representative of the waiving Party.
ARTICLE 39 - TIME
39.1 Time is of the essence with respect to the performance of the
provisions hereof.
ARTICLE 40 - FURTHER ASSURANCES
40.1 Each Party shall do and perform, at such Party's expense, such further
acts and execute and deliver such further instruments and documents as
may be required by applicable law, rule or regulation or as may be
reasonably requested by the other Party to effectuate the purposes of
this Agreement.
ARTICLE 41 - LANGUAGE
41.1 The parties hereto have expressly required that this Agreement be
drafted in English. Les parties aux presentes ont expressement exige
que la presente entente soit redigee en anglais.
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ARTICLE 42 - EFFECT OF TERMINATION
42.1 Notwithstanding any other provision of this Agreement, in the event
this Agreement is terminated, whether in whole or in part, the
Parties' [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
ARTICLE 43 - STATUS OF AFFILIATES OF BUYER
43.1 Where Buyer's right to a benefit under this Agreement is determined by
the number of Aircraft operated by the Buyer or the length of
ownership of an Aircraft by Buyer, any Aircraft operated by affiliates
of Buyer shall count as Aircraft operated by Buyer.
ARTICLE 44 - MUTUAL AGREEMENT
44.1 Buyer and XXXX agree that this Agreement has been the subject of
discussions and negotiations and is fully understood by the Parties
and that the Purchase Price of each Aircraft and the other mutual
agreements of the Parties set forth herein have been arrived at in
consideration of the other provisions contained in this Agreement,
including related services, the [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] and the limitation of liability
provisions contained in this Agreement.
ARTICLE 45 - SURVIVAL
45.1 The provisions of Articles 25 and 34 shall survive the termination of
this Agreement, in accordance with their terms.
ARTICLE 46 - COUNTERPARTS
46.1 This Agreement may be executed in separate counterparts, each of which
when so executed and delivered shall be an original, but all such
counterparts shall together constitute but one (1) and the same
instrument. Execution may be effected by delivery of facsimiles of
signature pages (and the Parties shall follow such delivery by prompt
delivery of originals of such pages).
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IN WITNESS WHEREOF THIS AGREEMENT WAS SIGNED ON THE DATE WRITTEN HEREOF:
For and on behalf of For an on behalf of
AMR EAGLE HOLDING CORPORATION: BOMBARDIER INC.:
Per: Per:
------------------- -------------
Xxxxxx X. Xxxxxx
Title: President Title:
------------
Per:
--------------
Title:
------------
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SCHEDULES
SCHEDULE A -- SPECIFICATION
SCHEDULE B -- BUYER SELECTED OPTIONAL FEATURES
SCHEDULE C -- CUSTOMER SUPPORT SERVICES
-- TECHNICAL SUPPORT
-- SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT
-- TRAINING
-- TECHNICAL DATA
SCHEDULE D -- WARRANTY AND SERVICE LIFE POLICY
SCHEDULE E -- DELIVERY SCHEDULE
SCHEDULE F -- CERTIFICATE OF ACCEPTANCE
SCHEDULE G -- XXXX OF SALE
SCHEDULE H -- CERTIFICATE OF RECEIPT OF AIRCRAFT
SCHEDULE I -- ECONOMIC ADJUSTMENT FORMULA
SCHEDULE J -- BUYER FURNISHED EQUIPMENT
SCHEDULE K -- CHANGE ORDER
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42
SCHEDULE A
SPECIFICATION
RAD - 670 - 111
ISSUE NC
OCTOBER 1997
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43
SCHEDULE B
BUYER SELECTED OPTIONAL FEATURES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
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SCHEDULE C
CUSTOMER SUPPORT SERVICES
TECHNICAL SUPPORT, SPARE PARTS, TRAINING AND
TECHNICAL DATA
The following Customer Support Services are those services to which reference
is made in Article 3 of the Agreement.
ARTICLE 1 - TECHNICAL SUPPORT
1.1 SERVICE
XXXX agrees to maintain or cause to be maintained the capability to
respond to Buyer's technical inquiries, to conduct investigations
concerning repetitive maintenance problems and to issue findings and
recommend action thereon. This service shall be provided
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
1.2 FIELD SERVICE REPRESENTATIVE AND START UP TEAM
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
ARTICLE 2 - SPARE PARTS, GSE, TOOLS AND TEST EQUIPMENT
2.0 DEFINITIONS
(a) "XXXX PARTS":
are any parts, ground support equipment, tools and test
equipment which bear an in-house Cage Code number in the XXXX
Provisioning Files (as that expression is defined in ATA
Specification 200).
(b) "POWER PLANT PARTS":
are any power plant or power plant part or assembly carrying
the power plant manufacturer's part number or any part
furnished by the power plant manufacturer for incorporation on
the Aircraft.
(c) "VENDOR PARTS":
are any parts, ground support equipment, tools and test
equipment for the Aircraft which are not XXXX Parts or Power
Plant Parts.
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45
(d) "SPARE PARTS":
are all materials, parts, assemblies, special tools and items
of equipment, including ground support equipment, XXXX Parts,
Power Plant Parts and Vendor Parts ordered for the Aircraft
by Buyer from XXXX.
(e) "ORDER":
is any order for Spare Parts issued by Buyer to XXXX.
(f) "TECHNICAL DATA":
shall have the meaning attributed to it in Schedule C Article
4.1.
(g) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
(h) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.1 TERM AND APPLICABILITY
The term of this Schedule C Article 2 shall become effective on the
date hereof and shall, except as otherwise provided herein, remain in
full force and effect with respect to the purchase and sale of Spare
Parts for each Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
2.2 ORDER TERMS
Terms and conditions hereof shall apply to all Orders placed by Buyer
with XXXX in lieu of any terms and conditions in Buyer's or BRAD's
purchase orders.
2.3 PURCHASE AND SALE OF SPARE PARTS
2.3.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.4 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.4.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
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Buyer ____ XXXX ____
46
2.4.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.5 PURCHASE OF VENDOR PARTS & POWER PLANT PARTS
Except for Vendor Parts ordered through XXXX which are covered by
Article 2.13.2 hereof, Vendor Parts shall be delivered [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.6 SPARE PARTS PRICING
2.6.1 SPARE PARTS PRICE CATALOGUE
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.6.2 XXXX PRICES FOR VENDOR PARTS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.6.3 QUOTATIONS
2.6.3.1 Price and delivery quotations for items not included in the
Spare Parts Price Catalogue shall be provided at Buyer's
request by XXXX. Such price quotations will be held firm for a
period of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.] or such longer period as
may specified by XXXX.
2.6.3.2 XXXX shall respond to Buyer's request for lead time quotes,
price quotes and acknowledge all Orders placed in the
following time frame:
(a) for Spare Parts in the spares classes "S", "A" and
"E" and any item in stock, XXXX will respond within
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION] of Buyer's request, and
(b) for Spare Parts in classes "B", "C", "D" and "N",
XXXX will respond within [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] of
Buyer's request.
In responding to Buyer's Order, such acknowledgment shall
include price, in US dollars, lead times, scheduled delivery
data and other pertinent information. Formal definitions of
"S", "A", and "E", "B", "C", "D" and "N" spares classes are
attached as Schedule C, Attachment B.
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Buyer ____ XXXX ____
47
2.6.3.3 For [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.6.4 PRICE APPLICABILITY
The purchase price of XXXX Parts shall be the applicable price
set forth in the Spare Parts Price Catalogue (subject to the
provisions of this Schedule C) at the time of receipt by XXXX
of Buyer's order in the case of XXXX Parts listed in the Spare
Parts Price Catalogue or, in the case of XXXX Parts not listed
in the Spares Parts Price Catalogue, as quoted by XXXX to
Buyer upon request.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION
2.6.5 CURRENCY, CUSTOMS COVERAGE AND TAXES
All Spare Parts Price Catalogue and quotation prices shall be
in U.S. dollars and, [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]
2.6.6 VENDOR PRICING
XXXX shall use reasonable efforts to require its major vendors
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] ninety (90) calendar day notice period prior to
changing a published price.
2.7 PROVISIONING
2.7.1 PRE-PROVISIONING/PROVISIONING CONFERENCE
Pre-provisioning and provisioning conferences shall be
convened on dates to be mutually agreed between Buyer and XXXX
in order to:
(a) discuss the operational parameters to be provided by
Buyer to XXXX which XXXX considers necessary for
preparing its quantity
recommendations for initial provisioning of Spare
Parts to be purchased from XXXX or vendors
("Provisioning Items");
(b) review Buyer's ground support equipment and special
tool requirements for the Aircraft;
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Buyer ____ XXXX ____
48
(c) discuss the format of the provisioning documentation
to be provided to Buyer from XXXX for the selection
of Provisioning Items; and
(d) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
The time and location of the pre-provisioning conference shall
be mutually agreed upon between the parties; however, XXXX and
Buyer shall use their reasonable efforts to convene such
meeting within [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] days after execution of the
Agreement.
2.8 INITIAL PROVISIONING DOCUMENTATION
Initial provisioning documentation for XXXX Parts and Vendor Parts
shall be provided by XXXX as follows:
(a) As soon as practical, but in no event later than [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
months prior to the Scheduled Delivery Month of the first
Aircraft, XXXX shall provide to Buyer the following documents
(each of which shall be in English and shall utilize US
measurements): (i) a complete initial provisioning
recommendation that includes all proprietary parts, third
party vendor items, consumables, hardware, and lubricants,
which initial provisioning recommendation shall be provided in
an electronic format mutually agreed upon by the Parties,
provided same is not in [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION], as well as in hard copy
format and (ii) a customized recommendation for tooling
special-to-type and standard ground support equipment required
for maintenance of the Aircraft. Subject to the requirements
of Article 2.7.1(d), XXXX shall also arrange an initial
provisioning conference to be held at an agreed to facility
and date with Buyer.
Revisions to this provisioning data shall be issued by XXXX
every [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] days [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] or as may be mutually agreed;
(b) For further clarity, XXXX will use commercially reasonable
efforts to ensure that initial provisioning data supplied to
Buyer shall comply with the latest certification standard of
the Aircraft and that said data shall allow ordering of Spare
Parts consistent with the status of the parts installed on the
Aircraft. The foregoing is provided on the premise that any
changes required to the initial provisioning list as a result
of changes to the mod status of the Aircraft from the date of
the
Page 8
Initials
Buyer ____ XXXX ____
49
compilation of the initial provisioning data to the delivery
of the last Aircraft are subject to an approved corresponding
revision of BRAD's Spare Parts recommendation.
(c) Buyer shall place initial provisioning purchase orders within
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] after reaching mutual agreement on the initial
provisioning recommendation provided to Buyer by XXXX at the
initial provisioning conference. XXXX and Buyer shall also
review the initial provisioning requirements to establish a
list of Spare Parts having lead times which fall outside the
delivery of the first Aircraft to Buyer. XXXX shall use
commercially reasonable efforts to ensure that those lead
times which fall outside of the delivery of the first Aircraft
are improved in order to adequately support entry of the
Aircraft into service and sustained service.
(d) The Illustrated Parts Catalogue designed to support
provisioning shall be issued concurrently with provisioning
data files and revised at [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] calendar day intervals.
(e) As soon as may be practical, but in no event later than
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] prior to the Scheduled Delivery Month of the first
Aircraft, XXXX shall provide a cross reference/interchangeable
parts listing, including, but not limited to, hardware,
sealants, adhesives, and electrical connectors for the
Aircraft within a period consistent with Buyer's schedule of
revenue service introduction. Such listing shall cross
reference parts to standard aeronautical ("AN"), military
("MS") or other norms. Thereafter, XXXX shall regularly
provide in printed format and in a mutually agreed electronic
format [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION], data detailing interchangeable, superseded,
and obsolete part number information.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
Until [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] XXXX shall, at Buyer's request and subject to
the exceptions in Schedule C Article 2.8.4,
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
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50
2.8.5 NOTIFICATION AND FORMAT
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] Buyer's notification shall include a detailed
summary, in part number sequence, of the Provisioning Items
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] Such summary shall be in the form of listings as
may be mutually agreed between XXXX and Buyer, and shall
include part number, nomenclature, purchase order number,
purchase order date and quantity [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION]
Within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] after receipt of Buyer's notification XXXX
shall advise Buyer, in writing, when BRAD's review of such
summary from Buyer will be completed which shall in all cases
be within a reasonable period of time.
2.8.6 REVIEW AND ACCEPTANCE BY XXXX
Upon completion of BRAD's review of any detailed summary
submitted by Buyer pursuant to Schedule C Article 2.8.5, XXXX
shall issue to Buyer a Material [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION]
2.8.8 INTENTIONALLY LEFT BLANK
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.9 PROCEDURE FOR ORDERING SPARE PARTS
Orders for Spare Parts may be placed by Buyer to XXXX by any method of
order placement (including but not limited to SITA, ARINC, telecopier,
letter, telex, facsimile, telephone or hard copy purchase order).
2.9.1 REQUIREMENTS
Orders shall include at a minimum Buyer's purchase order
number, part number, nomenclature, quantity, delivery schedule
requested, shipping instructions and BRAD's price, if
available. Buyer agrees that orders placed with XXXX shall be
in an electronic format mutually agreed upon by the Parties or
such other format as the Parties may agree upon.
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51
2.9.2 PROCESSING OF ORDERS
Upon acceptance of any Order, unless otherwise directed by
Buyer, XXXX shall, if the Spare Parts are in stock, proceed
immediately to prepare the Spare Parts for shipment to Buyer.
If XXXX does not have the Spare Parts in stock, XXXX shall
proceed immediately to acquire or manufacture the Spare Parts.
Subject to the terms and conditions of this Schedule C, the
purchase order status and actions related to the shipment of
Spare Parts shall be generally consistent with the provisions
of the World Airline Suppliers Guide and the applicable
portions of ATA Specification 300, as applicable to Buyer.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.10 PACKING
All Spare Parts ordered shall be packed to meet ATA 300 standards as
amended from time to time. All AOG orders will be handled, processed,
packed and shipped separately.
2.11 PACKING LIST
XXXX shall insert in each shipment a packing list/release note
itemized to show:
(a) the contents of the shipment,
(b) the approved signature of BRAD's TC authority attesting to the
airworthiness of the Spare Parts, and
(c) value of the shipment for customs clearance, if required, and
(d) Shipments correctly marked for customs purpose.
2.12 CONTAINER MARKS
Upon Buyer's request each container shall be marked with shipping
marks as specified on the Order. In addition XXXX shall, upon
request, include in the markings: gross weight and cubic
measurements.
2.13 DELIVERY, TITLE AND RISK OF LOSS
2.13.1 DELIVERY POINT
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.15 FREIGHT FORWARDER
If Buyer elects to use the services of a freight forwarder for the
onward movement of Spare Parts, Buyer agrees to release XXXX from and
indemnify it for any liability for any
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Buyer ____ XXXX ____
52
fines or seizures of Spare Parts imposed under any governmental goods
in transit regulations. Any such fines levied against XXXX will be
invoiced to Buyer and any Spare Parts seized under such regulations
will be deemed to be received, inspected, and accepted by Buyer at the
time of seizure.
2.16 REIMBURSEMENT OF EXPENSES
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.18 INSPECTION AND ACCEPTANCE
All Spare Parts shall be subject to inspection by Buyer at their
destination. Use of Spare Parts or failure of Buyer to give notice of
rejection within thirty (30) days after actual receipt shall
constitute acceptance. Acceptance shall be final and Buyer waives the
right to revoke acceptance for any reason, whether or not known to
Buyer at the time of acceptance.
2.19 REJECTION
Any notice of rejection referred to in Schedule C Article 2.18 shall
specify the reasons for rejection. XXXX shall, at its option, correct,
repair or replace the rejected damaged or defective Spare Parts. Buyer
shall, upon receipt of BRAD's written instructions and Material Return
Authorization ("MRA") number, return a rejected, damaged or defective
Spare Part to XXXX at its specified plant, or other destination as may
be mutually agreeable. [CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.] XXXX shall return such Spare Part
or replacement as soon as reasonably possible. Any corrected, repaired
or replacement Spare Parts shall be subject to the provisions of this
Agreement.
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53
2.20 PAYMENT
The payment terms shall be net [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] of invoice date. Any overdue amount
shall bear interest from the due date until actual payment is received
by XXXX at the Interest Rate.
2.21 PAYMENT FOR PROVISIONING ITEMS
Payment of the balance for Provisioning Items shall be made by Buyer
immediately within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]. Any overdue amount shall bear interest at the
Interest Rate from the date of delivery until actual payment is
received by XXXX.
2.22 INTENTIONALLY DELETED
2.23 INTENTIONALLY DELETED
2.24 INTENTIONALLY DELETED
2.25 INTENTIONALLY DELETED
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
2.27 INTENTIONALLY DELETED
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
ARTICLE 3 TRAINING
3.1 GENERAL TERMS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
ARTICLE 4 - TECHNICAL DATA
4.1 TECHNICAL DATA PROVIDED
4.1.1 XXXX shall furnish to Buyer the Technical Data described in
Attachment A hereto (the "Technical Data") in quantities set
forth in Schedule C Attachment A
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Buyer ____ XXXX ____
54
at no charge to Buyer. The Technical Data shall be in the
English language and shall provide information on items
manufactured according to BRAD's detailed design and in those
units of measures used in the Specification or as may
otherwise be required to reflect Aircraft instrumentation as
may be mutually agreed. Applicable revision services will be
provided at no charge to Buyer for the period commencing on
the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
4.1.2 Upon Buyer's request and at least [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] prior to the
first day of the Scheduled Delivery Month of the first
Aircraft or as the Parties may otherwise agree, XXXX will
provide, at no charge to Buyer and in the form then available,
[CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT.] of the sets of technical publications
provided for Article 4.1.1 above, which shall be updated by
XXXX from time to time. These publications will be made
available in paper or electronic (digital) format, where
available, at Buyer's option as soon as they are available.
4.2 SHIPMENT
Technical Data provided hereunder shall be delivered to the facilities
designated by Buyer in the United States and at the time indicated in
Attachment A. XXXX shall provide to Buyer, as part of the publications
included under this Agreement and at no cost to Buyer, preliminary
Illustrated Parts Catalogs ("IPCs") and Component Maintenance Manuals
("CMMs") prior to the first initial provisioning conference, the
delivery of the manuals is tentatively scheduled at [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] prior to the
first day of the Scheduled Delivery Quarter.
4.3 PROPRIETARY TECHNICAL DATA
It is understood and Buyer acknowledges that the Technical Data
provided herein is proprietary to XXXX and all rights to copyright
belong to XXXX and the Technical Data shall be kept confidential by
Buyer. Buyer agrees to use the Technical Data solely to maintain,
operate, overhaul or repair the Aircraft or to make installation or
alteration thereto subject to the provisions of the Agreement.
Technical Data shall not be disclosed to third parties or used by
Buyer or furnished by Buyer for the design or manufacture of any
aircraft or Spare Parts including XXXX Parts or items of equipment,
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]. Notwithstanding the foregoing, Buyer shall inform its
employees of the confidential nature of the Technical Data and
otherwise use due care and diligence with respect to the protection of
the confidential nature of the Technical Data, including the
identification and labelling of the Technical Data as confidential.
Page 14
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Buyer ____ XXXX ____
55
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
Page 15
Initials
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56
ATTACHMENT A
SCHEDULE C
LIST OF TECHNICAL DATA
COLUMN HEADING EXPLANATION OF CODES
ITEM
1 DOC DOCUMENT
Title of Technical Data provided.
2 CONFIG CONFIGURATION
G = Contains data common to all aircraft of the same
type (Generic).
C = Contains data unique to Buyer's Aircraft
(Customized).
3 MEDIUM Buyer selects one of the following media specified in
the table:
1 = Print two sides
3 = Print one side
4 = Laminated Cardboard
5 = Digital (CD ROM -will be provided,
subject to availability)
4 REVISION Y = Periodic revision service applies
N = Revision service not applicable
S = Revised as required by XXXX
5 QUANTITY
(Number) = Quantity per the Agreement
(Number) PER = Quantity per Aircraft
6 DELIVERY
[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE
COMMISSION]
7 ATA Y = Document is per ATA Specification
100, Revision 26.
N = Document is to BRAD's existing
commercial practices.
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57
TECHNICAL DATA
REGIONAL JET
ITEM DOC CONF MEDIUM * REV * ATA REMARKS
1. AIRCRAFT MAINTENANCE MANUAL (AMM) G 1, 5 * Y * Y
2. ILLUSTRATED PARTS MANUAL/CATALOG (IPC) G 1, 5 * Y * Y NOTE 6
3. STRUCTURAL REPAIR MANUAL (SRM) G 1, 5 * Y * Y
4. COMPONENT MAINTENANCE MANUAL (CMM) G 1, 5 * Y * Y NOTE 6
5. POWER PLANT BUILD-UP MANUAL G 1, 5 * Y * Y
6. WIRING DIAGRAM MANUAL C 1, 5 * Y * Y
7. ILLUSTRATED TOOL & EQUIPMENT MANUAL (ITEM) G 1, 5 * Y * Y
8. SERVICE BULLETINS G 1, 5 * S * Y NOTE 2
9. NON DESTRUCTIVE TEST MANUAL (NDT) G 1, 5 * Y * Y
10. MAINTENANCE PROGRAM DOCUMENT (MPD) G 1, 5 * S * Y NOTE 3
11. FAA OR DOT AIRPLANE FLIGHT MANUAL (AFM) C 1, 5 * S * N
12 WEIGHT & BALANCE MANUAL G 1, 5 * Y * Y
13 MASTER MINIMUM EQUIPMENT LIST (MMEL) G 1, 5 * S * N
14 QUICK REFERENCE HANDBOOK C 1, 5 * S * N
15. FLIGHT CREW OPERATING MANUAL (FCOM) C 1, 5 * S * N NOTE 1
16. MAINTENANCE TASK CARDS C 3, 5 * S * N
17. FLIGHT PLANNING & CRUISE CONTROL MANUAL G 1, 5 * S * N
18. AIRCRAFT CHARACTERISTICS FOR AIRPORT PLANNING G 1, 5 * N * N NOTE 4
* *
20. MAINTENANCE FACILITIES & EQUIPMENT PLANNING G 1, 5 * S * N
MANUAL
21. SYSTEM SCHEMATIC MANUAL (SSM) G 1, 5 * Y * Y
22. PASSENGER INFORMATION SHEET G 3, 5 * S * N NOTE 5
23. PILOT CHECKLIST C 4, 5 * S * N
24. CRASH CREW CHART G 4, 5 * S * N
25. DISPATCH DEVIATION GUIDE G 1, 5 * S * N
26. POWER PLANT GROUND RUN MANUAL G 1, 5 * S * N
27. FAULT ISOLATION MANUAL (FIM) C 1, 5 * Y * N
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58
28. REFUEL/DEFUEL HANDBOOK G 1, 5 * Y * Y
29. ATA CHAPTER BREAKDOWN G 1, 5 * Y * Y
30. COMPUTER SELF-TEST/BITE RESET USER GUIDE G 1, 5 * S * N
*[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
** To the extent there are unique characteristics in the publication that are
specific to any aircraft, XXXX shall provide additional copies of the
applicable pages necessary for incorporation into a master document.
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59
NOTE 1: REVISION SERVICE
. Provided the revision service is being supplied under the
terms of this Agreement or by subsequent purchase order, XXXX
shall incorporate in the applicable documents all applicable
XXXX originated Service Bulletins in a regular revision
following formal notification by Buyer that such Service
Bulletins shall be accomplished on the Buyer's Aircraft. The
manuals shall then contain both original and revised
configuration until Buyer advises XXXX in writing that one
configuration is no longer required.
NOTE 2: SERVICE BULLETINS
Aperture cards of the service drawing(s) will be provided in
lieu of drawings when practical.
NOTE 3: MAINTENANCE PROGRAM DOCUMENT
This manual provides the basis for Buyer's initial maintenance
program.
NOTE 4: AIRCRAFT CHARACTERISTICS FOR AIRPORT PLANNING
This manual contains data on Aircraft ground manoeuvre and
handling.
NOTE 5: PASSENGER INFORMATION CARDS
XXXX will provide one (1) reproducible master for the
preparation of passenger information cards. [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
NOTE 6: IPC AND CMM MANUALS
Delivered prior to the IPC Conference, subject to availability
Page 19
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60
ATTACHMENT B
SCHEDULE C
SPARE PARTS CLASSIFICATION DEFINITIONS
Three dimensions have been selected to establish the classifications:
[Class: Stock Classification, as defined by World Airline Supplier's
Guide (W.A.S.G.)]
Dollar Value: Based on extended sales volume.
Hits: The number of customer orders placed for a given item.
Priority: Frequency of AOGs.
Each part is classified independently on the above criteria. When an item
receives different classes, the highest class has been selected; for example.
if a part was a very low dollar value (e.g. "D") but was frequently used (e.g.
"A"), it would be an "A".
In addition to the above, XXXX has introduced two (2) other dimensions:
Unit Cost: The unit value of an item will be monitored to ensure that
items which are the very high cost drivers are segregated.
New Parts: The date a part was created will be monitored to ensure that
items which had never been ordered but have recently started
having usage are monitored closely.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
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61
SCHEDULE D
WARRANTY AND SERVICE LIFE POLICY
ARTICLE 1 - WARRANTY
The following warranty (the "Warranty") is that to which reference is made in
Article 3 of the Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
ARTICLE 3 - SERVICE LIFE POLICY
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
ARTICLE 4 - GENERAL
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
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62
SCHEDULE D
ATTACHMENT A
CRJ 700
COVERED COMPONENTS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]
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63
SCHEDULE E-1
Firm Aircraft Delivery Schedule
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
Page 23
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64
SCHEDULE E-2
OPTION AIRCRAFT DELIVERY SCHEDULE
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
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65
SCHEDULE F
CERTIFICATE OF ACCEPTANCE
The undersigned hereby acknowledges on behalf of Buyer that the
Aircraft bearing manufacturer's serial number ____________________
fitted with two (2) General Electric CF-34-8C1 turbofan engines
bearing serial numbers _____________________ and __________________
has been satisfactorily ground and flight tested, and is [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] in
accordance with the terms and conditions of this Agreement signed on
the 31st day of January, 1998 between Bombardier Inc., represented by
and through its Bombardier Regional Aircraft Division, and Buyer.
Place:_______________________________ Date:______________________________
SIGNED FOR AND ON BEHALF OF
AMR EAGLE HOLDING CORPORATION
Per: _____________________________
Title: _____________________________
Page 25
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66
SCHEDULE G
WARRANTY XXXX OF SALE
1. FOR VALUABLE CONSIDERATION, BOMBARDIER INC., REPRESENTED BY AND
THROUGH ITS BOMBARDIER REGIONAL AIRCRAFT DIVISION ("XXXX"), OWNER OF
THE FULL LEGAL AND BENEFICIAL TITLE OF THE AIRCRAFT DESCRIBED AS
FOLLOWS:
ONE CANADAIR REGIONAL JET MODEL CL-600-2C10
AIRCRAFT BEARING:
MANUFACTURER'S SERIAL NO.: ___________________________,
TOGETHER
WITH TWO (2) GENERAL ELECTRIC COMPANY
CF34-8C1 JET ENGINES SERIAL NOS. __________________________
___________________________,
AND
ONE (1) AUXILIARY POWER UNIT NO.: ___________________________
AND ALL APPLIANCES, PARTS, INSTRUMENTS, APPURTENANCES,
ACCESSORIES, FURNISHINGS OR OTHER EQUIPMENT OR PROPERTY
INSTALLED ON OR ATTACHED TO SAID AIRCRAFT, ENGINES AND
AUXILIARY POWER UNIT (TOGETHER WITH SUCH AIRCRAFT, ENGINES AND
AUXILIARY POWER UNIT BEING THE "AIRCRAFT")
DOES THIS DAY OF 200 HEREBY SELL, GRANT,
TRANSFER AND DELIVER ALL RIGHT, TITLE AND INTEREST IN AND TO SUCH
AIRCRAFT UNTO:______________________________.
BY VIRTUE OF THE EXECUTION OF THIS XXXX OF SALE, XXXX HEREBY DIVESTS
ITSELF OF ALL ITS RIGHT, TITLE AND INTEREST OF ANY KIND IN THE
AIRCRAFT, IN FAVOUR OF BUYER.
XXXX WARRANTS TO BUYER, ITS SUCCESSORS AND ASSIGNS THAT ON THE DATE
HEREOF IT IS THE LAWFUL OWNER OF GOOD, VALID AND MARKETABLE TITLE IN
AND TO THE AIRCRAFT AND HAS GOOD RIGHT TO SELL THE SAME AND THAT SUCH
TITLE TO THE AIRCRAFT IS ON THE DATE HEREOF FREE AND CLEAR OF ALL
CLAIMS, LIENS, ENCUMBRANCES AND RIGHTS OF OTHERS OF ANY NATURE
WHATSOEVER (OTHER THAN THOSE CREATED BY OR THROUGH BUYER) AND THAT
XXXX WILL DEFEND
Page 26
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Buyer ____ XXXX ____
67
SUCH TITLE FOREVER AGAINST SUCH CLAIMS, LIENS, ENCUMBRANCES AND RIGHTS
OF OTHERS OF ANY NATURE WHATSOEVER (OTHER THAN THOSE CREATED BY OR
THROUGH BUYER).
THIS WARRANTY XXXX OF SALE, AND THE RIGHTS AND OBLIGATIONS OF THE
PARTIES HEREUNDER, SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED
AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK,
INCLUDING ALL MATTERS OF CONSTRUCTION, VALIDITY AND PERFORMANCE.
BUYER:
PLACE:_____________________________ TIME:_______________________
For and on behalf of
Bombardier, Inc.
Per: ____________________________________
Title:____________________________________
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68
SCHEDULE H
CERTIFICATE OF RECEIPT OF AIRCRAFT
THE UNDERSIGNED HEREBY ACKNOWLEDGES TO HAVE TAKEN ACTUAL DELIVERY (AS DEFINED
IN THE PURCHASE AGREEMENT DATED JANUARY 31, 1998 BY AND BETWEEN BOMBARDIER INC.
AND AMR EAGLE HOLDING CORPORATION) FROM BOMBARDIER INC., REPRESENTED BY ITS
BOMBARDIER REGIONAL AIRCRAFT DIVISION ("XXXX"), AT THE DORVAL AIRPORT,
ADJACENT TO BRAD'S PLANT IN DORVAL, PROVINCE OF QUEBEC, CANADA, ON THE
_____________ DAY OF ______________ , AT THE HOUR OF _____________ O'CLOCK, ONE
(1) / CANADAIR REGIONAL JET AIRCRAFT MODEL CL-600-2C10 AIRCRAFT, BEARING SERIAL
NUMBER ______________, INCLUDING WITH THE AIRCRAFT TWO (2) CF34-8C1 TURBOFAN
ENGINES BEARING MANUFACTURER'S SERIAL NUMBERS _____________ &
__________________ AND OTHER MAJOR REPLACEABLE ACCESSORIES ATTACHED TO THE
AIRCRAFT AND ENGINES.
Signed for and on behalf of
AMR Eagle Holding Corporation
Per:_______________________________________________
Title:_____________________________________________
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69
SCHEDULE I
ECONOMIC ADJUSTMENT FORMULA
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
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70
SCHEDULE J
BUYER FURNISHED EQUIPMENT LIST
AND APPLICABLE CREDITS
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
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71
SCHEDULE K
CHANGE ORDER
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72
==============================================================================
CONTRACT CHANGE ORDER
==============================================================================
PURCHASER:
PURCHASE AGREEMENT NO.: AIRCRAFT
TYPE:
C.C.O. NO.: DATED:
PAGE __ OF __
REASON FOR CHANGE:
==============================================================================
DESCRIPTION OF CHANGE (including time of implementation and price impact, if
any):
ALL OTHER TERMS AND CONDITIONS OF THE AGREEMENT WILL REMAIN
UNCHANGED
For administrative purposes only, a consolidation of the amendments contained
in this CCO is attached. In the event of inconsistencies between the
consolidation and this CCO, this CCO shall prevail.
==============================================================================
FOR AND ON BEHALF OF: FOR AND ON BEHALF OF:
BOMBARDIER INC._______________ BUYER:_____________________
SIGNED:_______________________ SIGNED:____________________
DATE:_________________________ DATE:______________________
==============================================================================
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73
LIST OF LETTER AGREEMENTS
--------------------------------------------------------------------------
LETTER AGREEMENT TOPIC
--------------------------------------------------------------------------
01 *
--------------------------------------------------------------------------
02 Aircraft Purchase Options
--------------------------------------------------------------------------
03 Option Aircraft Payment Schedule
--------------------------------------------------------------------------
04 *
--------------------------------------------------------------------------
05 Spares Support *
--------------------------------------------------------------------------
06 *
--------------------------------------------------------------------------
07 *
--------------------------------------------------------------------------
08 *
--------------------------------------------------------------------------
09 *
--------------------------------------------------------------------------
10 *
--------------------------------------------------------------------------
11 *
--------------------------------------------------------------------------
12 Product Improvements
--------------------------------------------------------------------------
13 *
--------------------------------------------------------------------------
14 *
--------------------------------------------------------------------------
15 *
--------------------------------------------------------------------------
16 *
--------------------------------------------------------------------------
17 *
--------------------------------------------------------------------------
18 *
--------------------------------------------------------------------------
19 *
--------------------------------------------------------------------------
20 Volume Spares Parts Credit
--------------------------------------------------------------------------
21 Aircraft Simulator
--------------------------------------------------------------------------
*[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
LA Index
to Purchase Agreement 390
-1- 3/11/98
Initials
Buyer ____ BRAD____
74
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 01 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division, ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
4.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement or Schedule 1. Should there
be any inconsistency between this Letter Agreement and the Agreement
with respect to the subject matter covered by the terms hereof, then
this Letter Agreement shall prevail.
Yours very truly,
BOMBARDIER INC. Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
LA No. 01 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer ____ BRAD____
75
--------------------------------- -----------------------------
Vice President, Contracts Xxxxxx X. Xxxxxx
Bombardier Regional Aircraft Division President
Date: January 31, 1998
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
LA No. 01 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer ____ BRAD____
76
SCHEDULE 1
LA No. 01 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-3- 3/6/98
Initials
Buyer ____ BRAD____
77
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: AIRCRAFT PURCHASE OPTIONS
Dear Sirs:
Letter Agreement No. 02 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
4.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
5.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 02 - Option Aircraft
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____-
78
Yours very truly,
BOMBARDIER INC.
---------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
------------------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 02 - Option Aircraft
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____-
79
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: OPTION AIRCRAFT PAYMENT SCHEDULE
Dear Sirs:
Letter Agreement No. 03 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
1.0 The Basic Aircraft Price of the Option Aircraft shall be established on
the same basis as that of the Firm Aircraft referred to in Article 8 of
the Agreement except that the [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION]. XXXX requires and Buyer shall pay
progress payments for the Option Aircraft, as follows:
(a) A refundable deposit of [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] per Option Aircraft is
due within [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION] of the execution of the Agreement. Upon
execution of the Agreement (pending receipt of such deposit by
XXXX), XXXX shall reserve and remove the Option Aircraft from
the market for purchase by Buyer;
(b) A non-refundable [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] progress payment equal to
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] of the Basic Aircraft Price of the relevant Option
Aircraft (excluding any increase due to the Economic
Adjustment Formula and
LA No. 03 - Option Aircraft
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
80
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] shall be due at the time the relevant Option
Aircraft is exercised;
LA No. 03 - Option Aircraft
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
81
(c) A non-refundable [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] progress payment equal to
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] of the Basic Aircraft Price of the relevant Option
Aircraft excluding any increase due to the Economic Adjustment
Formula [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION] shall be due [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] prior to the
first day of the Scheduled Delivery Month of the relevant
Option Aircraft;
(d) The balance of the Purchase Price for each Option Aircraft,
after deducting the payments made in this Letter Agreement (a)
through (c) above, shall become due and payable on the Actual
Delivery Date of the relevant Option Aircraft from XXXX to
Buyer; and
(e) Except as otherwise provided in the Agreement, XXXX shall not
be obligated to pay any interest to Buyer on any deposits or
progress payments referenced in this Letter Agreement.
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 03 - Option Aircraft
to Purchase Agreement 390
-3- 3/11/98
Initials
Buyer. ____ BRAD____
82
Yours very truly,
BOMBARDIER INC.
--------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
---------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 03 - Option Aircraft
to Purchase Agreement 390
-4- 3/6/98
Initials
Buyer. ____ BRAD____
83
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 04 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
1.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 04 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/11/98
Initials
Buyer. ____ BRAD____
84
Yours very truly,
BOMBARDIER INC.
--------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
----------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 04 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/11/98
Initials
Buyer. ____ BRAD____
85
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: SPARES SUPPORT AND [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 05 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 05 - Spares Support
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
86
Yours very truly,
BOMBARDIER INC.
-------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
-----------------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 05 - Spares Support
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
87
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 06 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
3.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
4.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement
LA No. 06 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
88
and the Agreement with respect to the subject matter covered by the
terms hereof, then this Letter Agreement shall prevail.
Yours very truly,
BOMBARDIER INC.
--------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
----------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 06 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
89
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 07 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
6.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
consent of XXXX, except as may be provided for in the Agreement.
7.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 07 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/11/98
Initials
Buyer. ____ BRAD____
90
Yours very truly,
BOMBARDIER INC.
--------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
--------------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 07 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/11/98
Initials
Buyer. ____ BRAD____
91
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 08 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the
LA No. 08 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
92
Agreement with respect to the subject matter covered by the terms
hereof, then this Letter Agreement shall prevail.
Yours very truly,
BOMBARDIER INC.
-------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
----------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 08 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
93
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 09 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
1.0 GENERAL:
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
6.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
7.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
LA No. 09 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
94
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 09 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
95
Yours very truly,
BOMBARDIER INC.
------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
--------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 09 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-3- 3/6/98
Initials
Buyer. ____ BRAD____
96
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 10 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
12.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
13.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 10 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ___ BRAD____
97
Yours very truly,
BOMBARDIER INC.
--------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
---------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 10 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. _____ BRAD____
98
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 11 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
5.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
6.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 11 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
99
Yours very truly,
BOMBARDIER INC.
-------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
--------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 11 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
100
ANNEX A
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
LA No. 11 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-3- 3/11/98
Initials
Buyer. ____ BRAD____
101
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: PRODUCT IMPROVEMENTS
Dear Sirs:
Letter Agreement No. 12 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
7.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
8.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 12 Product Improvements
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
102
Yours very truly,
BOMBARDIER INC.
---------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
---------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 12 Product Improvements
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
103
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 13 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
LA No. 13 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
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Initials
Buyer. ____ BRAD____
104
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
Yours very truly,
BOMBARDIER INC.
---------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 13 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
105
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 14 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
7.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
8.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 14 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/11/98
Initials
Buyer. ____ BRAD____
106
Yours very truly,
BOMBARDIER INC.
---------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
----------------------------
Xxxxxx X. Xxxxxx
President
Date: January __, 1998
LA No. 14 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/11/98
Initials
Buyer. ____ BRAD____
107
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 15 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
1.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 15 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
108
Yours very truly,
BOMBARDIER INC.
-------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
---------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 15 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
109
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 16 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
1.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION].
2.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
3.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
4.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to
LA No. 16 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
110
them in the Agreement. Should there be any inconsistency between this
Letter Agreement and the Agreement with respect to the subject matter
covered by the terms hereof, then this Letter Agreement shall prevail.
Yours very truly,
BOMBARDIER INC.
--------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
--------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 16 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
111
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 17 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
1.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
3.0 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
4.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
5.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in
LA No. 17 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
112
whole or with respect to any one (1) or more particular Aircraft, this
Letter Agreement subject to the terms of Article 42 shall also be
terminated in whole or as to such particular Aircraft, as applicable.
All terms not defined herein shall have the meaning ascribed to them in
the Agreement. Should there be any inconsistency between this Letter
Agreement and the Agreement with respect to the subject matter covered
by the terms hereof, then this Letter Agreement shall prevail.
LA No. 17 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
113
Yours very truly,
BOMBARDIER INC.
--------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
----------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 17 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-3- 3/6/98
Initials
Buyer. ____ BRAD____
114
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 18 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 18 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
115
Yours very truly,
BOMBARDIER INC.
--------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
-------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 18 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
116
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
Dear Sirs:
Letter Agreement No. 19 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding Corporation
("Buyer") relating to the firm purchase of twenty-five (25) Canadair Regional
Jet aircraft and Buyer's option to purchase another twenty-five (25) such
aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
2.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
3.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 19 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
117
Yours very truly,
BOMBARDIER INC.
--------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
---------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 19 - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
118
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: VOLUME SPARES PARTS CREDIT
Dear Sirs:
Letter Agreement No. 20 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft")
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
7.0 The provisions of this Letter Agreement are personal to Buyer and shall
not be assigned or otherwise disposed of by Buyer without the prior
written consent of XXXX, except as may be provided for in the
Agreement.
8.0 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 20 Volume Spares Parts Credit
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer. ____ BRAD____
119
Yours very truly,
BOMBARDIER INC.
--------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
-------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 20 Volume Spares Parts Credit
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer. ____ BRAD____
120
January 31, 1998
AMR Xxxxx Xxxxxxx Xxxxxxxxxxx
Xxxx Xxxxx
Xxxxx, X.X.X.
00000
Subject: AIRCRAFT TRAINING DEVICES
Dear Sirs:
Letter Agreement No. 21 (this "Letter Agreement") to the Purchase Agreement
dated January 31, 1998 (the "Agreement") between Bombardier Inc., represented by
its Bombardier Regional Aircraft Division, ("XXXX") and AMR Eagle Holding
Corporation ("Buyer") relating to the firm purchase of twenty-five (25) Canadair
Regional Jet aircraft and Buyer's option to purchase another twenty-five (25)
such aircraft (collectively, the "Aircraft").
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]
6.0 MISCELLANEOUS
6.1 Notwithstanding any other provision of the Agreement, the provisions of
this Letter Agreement are personal to Buyer and shall not be assigned
or otherwise disposed of by Buyer without the prior written consent of
XXXX.
6.2 This Letter Agreement constitutes an integral part of the Agreement and
is subject to the terms and conditions contained therein. In the event
the Agreement is terminated, in whole or with respect to any one (1) or
more particular Aircraft, this Letter Agreement subject to the terms of
Article 42 shall also be terminated in whole or as to such particular
Aircraft, as applicable. All terms not defined herein shall have the
meaning ascribed to them in the Agreement. Should there be any
inconsistency between this Letter Agreement and the Agreement with
respect to the subject matter covered by the terms hereof, then this
Letter Agreement shall prevail.
LA No. 21 Aircraft Training Devices
to Purchase Agreement 390
-1- 3/6/98
Initials
Buyer ____ BRAD____
121
Yours very truly,
BOMBARDIER INC.
---------------------------------
Vice President, Contracts
Bombardier Regional Aircraft Division
Acknowledged and Accepted
AMR EAGLE HOLDING CORPORATION
--------------------------
Xxxxxx X. Xxxxxx
President
Date: January 31, 1998
LA No. 21 Aircraft Training Devices
to Purchase Agreement 390
-2- 3/6/98
Initials
Buyer ____ BRAD____
