PURCHASE AGREEMENT NUMBER 2262
between
THE BOEING COMPANY
and
American Trans Air, Inc.
Relating to Boeing Model 737-83N Aircraft
TABLE OF CONTENTS
SA
ARTICLES NUMBER
1. Quantity, Model and Description
2. Delivery Schedule
3. Price
4. Payment
5. Miscellaneous
TABLE
1. Aircraft Information Table
EXHIBIT
A. Aircraft Configuration
B. Aircraft Delivery Requirements and Responsibilities
SUPPLEMENTAL EXHIBITS
AE1. Escalation Adjustment/Airframe and Optional Features
BFE1. BFE Variables
CS1. Customer Support Variables
(Confidential Material Omitted)
SLP1. Service Life Policy Components
SA
LETTER AGREEMENTS NUMBER
2262-01 Demonstration Flight Waiver
2262-02 Spares Intial provisioning
(Confidential Material Omitted)
Purchase Agreement No. 2262
between
The Boeing Company
and
American Trans Air, Inc.
------------------------------
This Purchase Agreement No. 2262 dated as of between The Boeing Company
(Boeing) and American Trans Air, Inc. (Customer) relating to the purchase and
sale of Model 737-83N aircraft incorporates the terms and conditions of the
Aircraft General Terms Agreement dated as of between the parties, identified as
AGTA-AAT (AGTA).
Article 1. Quantity, Model and Description.
-------------------------------
The aircraft to be delivered to Customer will be designated as
Model 737-83N aircraft (the Aircraft). Boeing will manufacture and sell to
Customer Aircraft conforming to the configuration described in Exhibit A, which
is part of this Purchase Agreement, in the quantities listed in Table 1 to the
Purchase Agreement.
Article 2. Delivery Schedule.
-----------------
The scheduled months of delivery of the Aircraft are listed in
the attached Table 1, which is part of this Purchase Agreement. Exhibit B, which
is part of this Purchase Agreement, describes certain responsibilities for both
Customer and Boeing in order to accomplish the delivery of the Aircraft.
Article 3. Price.
-----
3.1 Aircraft Basic Price. The Aircraft Basic Price is listed in Table 1 in
subject to escalation dollars.
3.2 Advance Payment Base Prices. The Advance Payment Base
Prices listed in Table 1 were calculated utilizing the latest escalation factors
available to Boeing on the date of this Purchase Agreement projected to the
month of scheduled delivery.
Article 4. Payment.
-------
4.1 Boeing acknowledges receipt of a deposit in the amount shown in Table 1
for each Aircraft (Deposit).
4.2 The standard advance payment schedule for the Model 737-83N aircraft
requires Customer to make certain advance payments, expressed in a percentage of
the Advance Payment Base Price of each Aircraft beginning with a payment of 1%,
less the Deposit, on the effective date of the Purchase Agreement for the
Aircraft. Additional advance payments for each aircraft are due on the first
business day of the months listed in the attached Table 1.
4.3 For any Aircraft whose scheduled month of delivery is less than 24
months from the date of this Purchase Agreement, the total amount of advance
payments due for payment upon signing of this Purchase Agreement will include
all advance payments which are past due in accordance with the standard advance
payment schedule set forth in paragraph 4.2 above.
4.4 Customer will pay the balance of the Aircraft Price of each Aircraft at
delivery.
Article 5. Miscellaneous.
-------------
5.1 Aircraft Information Table. Table 1 consolidates information contained
in Articles 1, 2, 3 and 4 with respect to (i) quantity of Aircraft, (ii)
applicable Detail Specification, (iii) month and year of scheduled deliveries,
(iv) Aircraft Basic Price, (v) applicable escalation factors and (vi) Advance
Payment Base Prices and advance payments and their schedules.
5.2 Escalation Adjustment/Airframe and Optional Features. Supplemental
Exhibit AE1 contains the applicable airframe and optional features escalation
formula.
5.3 Buyer Furnished Equipment Variables. Supplemental Exhibit BFE1 contains
vendor selection dates, on dock dates and other variables applicable to the
Aircraft.
5.4 Customer Support Variables. Supplemental Exhibit CS1 contains the
variable information applicable to information, training services and other
things furnished by Boeing in support of the Aircraft.
5.5 Engine Escalation Variables. Supplemental Exhibit EE1 contains the
applicable engine escalation formula, the engine warranty and the engine patent
indemnity for the Aircraft.
5.6 Service Life Policy Component Variables. Supplemental Exhibit SLP1
lists the airframe and landing gear components covered by the Service Life
Policy for the Aircraft.
5.7 Negotiated Agreement; Entire Agreement. This Purchase Agreement,
including the provisions of Article 8.2 of the AGTA relating to insurance, and
Article 11 of Part 2 of Exhibit C of the AGTA relating to DISCLAIMER AND RELEASE
and EXCLUSION OF CONSEQUENTIAL AND OTHER DAMAGES, has been the subject of
discussion and negotiation and is understood by the parties; the Aircraft Price
and other agreements of the parties stated in this Purchase Agreement were
arrived at in consideration of such provisions. This Purchase Agreement,
including the AGTA, contains the entire agreement between the parties and
supersedes all previous proposals, understandings, commitments or
representations whatsoever, oral or written, and may be changed only in writing
signed by authorized representatives of the parties.
DATED AS OF , 2000
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American Trans Air, Inc. THE BOEING COMPANY
By By
Its Its