AGREEMENT AND AMENDMENT TO AIRCRAFT SALES AGREEMENT
THIS AGREEMENT AND AMENDMENT TO AIRCRAFT SALES AGREEMENT (this
"Agreement") dated as of March 19, 1998 between AMERICAN AIRLINES, INC., a
Delaware corporation ("American") and FEDERAL EXPRESS CORPORATION, a Delaware
corporation ("FedEx").
RECITALS
1. American and FedEx entered into that certain Aircraft Sales
Agreement dated as of April 7, 1995 (as amended, the "Purchase Agreement")
pursuant to which American agreed to sell and FedEx agreed to purchase, among
other things, twelve (12) Firm Aircraft for the Purchase Prices and on the
Scheduled Delivery Dates described in the Purchase Agreement. FedEx also
granted to American Put Options to sell to FedEx up to seven (7) Put Option
Aircraft.
2. FedEx has agreed to reschedule the Scheduled Delivery Dates of the
three (3) Firm Aircraft (collectively, the "Rescheduled Delivery Aircraft")
with Scheduled Delivery Dates of October 14, 1998, February 17, 1999 and June
16, 1999 to June 14, 2002, October 11, 2002 and February 14, 2003,
respectively (the "Rescheduled Delivery Dates") in consideration of and for
American's agreement to (i) reduce the Purchase Price for the Rescheduled
Delivery Aircraft, (ii) reduce the Spare Purchase Price for one (1) Spare
Engine, (iii) exercise the Put Options for all seven (7) Put Option Aircraft
and (iv) reschedule the purchase and delivery dates of certain Spare Parts,
all of the foregoing as more particularly described below.
3. American and FedEx desire to document the terms and conditions of
their agreements as provided below.
AGREEMENT
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, American and FedEx agree as follows:
A. EXERCISE OF PUT OPTIONS
American hereby exercises all seven (7) Put Options granted by
FedEx as set forth in Section 2.02. of the Purchase Agreement for the
sale of all seven (7) Put Option Aircraft to FedEx with the Scheduled
Delivery Dates described in Section 2.02. A Designation and an Engine
Designation will be provided by American to FedEx for each Put Option
Aircraft in accordance with Section 2.04
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of the Purchase Agreement designating the Airframe and Engines that will
be tendered to FedEx by American on each Scheduled Delivery Date for the
Put Option Aircraft. FedEx acknowledges and accepts receipt of the
notice of exercise of all seven (7) Put Options and agrees that,
notwithstanding any provision in the Purchase Agreement to the contrary,
this Agreement shall constitute a Put Option Exercise of all seven (7)
Put Options in compliance with the form, content, delivery and other
requirements of exercise of the Put Options pursuant to the terms of the
Purchase Agreement, and to the extent such notice does not comply with
the terms of the Purchase Agreement, FedEx waives any such
non-compliance. Pursuant to the Purchase Agreement, American and FedEx
agree that each of the seven (7) Put Options have been validly exercised
in accordance with the terms of the Purchase Agreement, and American
hereby agrees to sell and deliver to FedEx, and FedEx hereby agrees to
purchase and accept delivery of, the seven (7) Put Option aircraft on
the Scheduled Delivery Dates and for the Purchase Prices listed in
Section 2.02 of the Purchase Agreement and otherwise in accordance with
the terms of the Purchase Agreement. FedEx agrees to deliver the
Deposits for each of the seven (7) Put Option Aircraft in accordance
with Section 2.06.
B. AMENDMENTS TO THE PURCHASE AGREEMENT
1. Section 2.01 of the Purchase Agreement is amended by
deleting the table in Section 2.01 and replacing it with the following
table:
LATEST DESIGNATION SCHEDULED DELIVERY
DELIVERY DATE DATE PURCHASE
NUMBER PRICE
--------- ------------------ ------------ ----------
1 7-May-95 17-Jan-96 $*
2 12-June-95 12-June-96 *
3 16-Oct-95 20-Sept-96 *
4 12-Feb-96 28-Feb-97 *
5 11-June-96 11-June-97 *
6 15-Oct-96 15-Oct-97 *
7 14-Jan-97 14-Jan-98 *
8 17-June-97 17-June-98 *
9 13-Oct-98 13-Oct-99 *
10 14-June-01 14-June-02 *
11 11-Oct-01 11-Oct-02 *
12 14-Feb-02 14-Feb-03 *
The agreement to reschedule the original Scheduled Delivery Dates of
the Rescheduled Delivery Aircraft to the Rescheduled Delivery Dates is
not considered a delay by either FedEx or American under the Purchase
Agreement, and neither party is entitled to any further compensation
or any further reduction in the
_______________________
*Blank space contained confidential information which has been filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934.
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Purchase Price for rescheduling the original Scheduled Delivery Dates
to the Rescheduled Delivery Dates.
2. Section 4.02 is amended by deleting the following text: ";
provided, however, that so long as the Delivery of three Aircraft
occurs in each of the years from 1996 through 1999 (i) the aggregate
Average Unit Prices of MD-11 Spare Parts that shall be sold by
American to FedEx, and purchased by FedEx from American, in each year
from 1996 through 1999 shall be $[*]".
3. The Purchase Agreement is amended by inserting the following
line to the end of the table in Table A to Exhibit L to the Purchase
Agreement under the appropriate headings:
Twelve-Month
Period Ended C Check First Interval Second Interval
May 31 Cost Items Cost Items Cost
[ * ]
4. The Purchase Agreement is amended by deleting Exhibit Q to
the Purchase Agreement in its entirety and replacing it with the
attachment to this Agreement attached as Schedule 1.
C. REVISIONS TO DELIVERY DATES
American and FedEx may (but without any obligation to do so) by
written agreement amend the Purchase Agreement to reschedule the
Scheduled Delivery Dates of the Rescheduled Delivery Aircraft (as
rescheduled pursuant to Section B.1 of this Agreement) to delivery
dates in the years 2000, 2001 and 2002 mutually satisfactory to
American and FedEx, provided, however, such amendment would not
require American to deliver to FedEx more than four (4) Aircraft
during any twelve (12) month period of time and FedEx notifies
American of its desire to so amend the Purchase Agreement on or before
May 15, 1998 by providing written notice in the manner prescribed by
Section 17.01 of the Purchase Agreement.
D. MISCELLANEOUS
1. Except as expressly set forth herein, all terms and
provisions contained in the Purchase Agreement shall remain unmodified
and in full force and effect.
2. This Agreement shall be governed by and construed in
accordance with the internal laws of the State of New York, without
regard to the laws of conflicts of the State of New York.
_______________________
*Blank space contained confidential information which has been filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934.
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3. The parties agree to treat this Agreement and the
information contained herein as confidential information in accordance
with Section 15.01 of the Purchase Agreement.
4. Capitalized but undefined terms used in this Agreement have
the meanings assigned to such terms in the Purchase Agreement.
5. This Agreement may be executed in several counterparts, all
of which shall be deemed an original, and all such counterparts shall
constitute one and the same instrument.
[Signature Page Follows]
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IN WITNESS WHEREOF, American and FedEx have caused this Agreement to be
duly executed and delivered as of the date and year first above written.
AMERICAN AIRLINES, INC.
By: /s/ JEFFREY C. CAMPBELL
--------------------------------
Jeffrey C. Campbell
Vice President-Corporate
Development and Treasurer
FEDERAL EXPRESS CORPORATION
APPROVED
AS TO LEGAL FORM By: /s/ JAMES R. PARKER
KHS 3-20-98 -----------------------------------
------------------ James R. Parker
LEGAL DEPT. Vice President-Fleet Development & Acquisitions
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SCHEDULE 1
EXHIBIT Q TO AIRCRAFT SALES AGREEMENT BETWEEN
AMERICAN AIRLINES, INC. ("AMERICAN") AND
FEDERAL EXPRESS CORPORATION ("FEDEX")
DATED APRIL 7, 1995 (THE "AGREEMENT")
SECTION 1--MD-11 SPARE PARTS PURCHASE DATES, PURCHASE OBLIGATIONS,
AND DELIVERY OBLIGATIONS TO BE PURCHASED IN CONJUNCTION WITH DELIVERIES
OF FIRM AIRCRAFT AND PUT OPTION AIRCRAFT SOLD PURSUANT TO THE PUT OPTIONS
SPARES
PURCHASE
SPARES PRICE OF
SPARES PURCHASE A PAIR OF
PURCHASE PRICE OF SPARE
SCHEDULED AVERAGE PRICE TO BE NUMBER OF A SPARE SPARE THRUST
DATE OR UNIT PRICE PAID FOR SPARE APU THRUST REVERSERS
YEAR FOR THE MD-11 OF MD-11 MD-11 APU'S PURCHASED REVERSERS PURCHASED
PURCHASE OF SPARE SPARE PARTS SPARE SCHEDULED ON SCHEDULE ON THE
THE MD-11 PARTS TO BE PARTS TO BE TO BE THE DATE TO BE DATE
SPARE PARTS PERCENTAGE PURCHASED PURCHASED PURCHASED SHOWN* PURCHASED SHOWN*
[ *
]
_______________________
*Blank space contained confidential information which has been filed separately
with the Securities and Exchange Commission pursuant to Rule 24b-2 under the
Securities Exchange Act of 1934.
EXHIBIT Q TO AIRCRAFT SALES AGREEMENT BETWEEN
AMERICAN AIRLINES, INC. ("AMERICAN") AND
FEDERAL EXPRESS CORPORATION ("FEDEX")
DATED APRIL 7, 1995 (THE "AGREEMENT")
SECTION 2-MD -11 SPARE PARTS PURCHASE DATES, PURCHASE OBLIGATIONS, AND
DELIVERY OBLIGATIONS TO BE PURCHASED IN CONJUNCTION WITH DELIVERIES OF
PURCHASE OPTION AIRCRAFT SOLD PURSUANT TO THE PURCHASE OPTIONS
Any capitalized term used herein shall have the meaning ascribed to
it in the Agreement unless expressly defined herein.
[ *
]
_______________________
*Blank space contained confidential information which has been filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934.
EXHIBIT Q TO AIRCRAFT SALES AGREEMENT BETWEEN
AMERICAN AIRLINES, INC. ("AMERICAN") AND
FEDERAL EXPRESS CORPORATION ("FEDEX")
DATED APRIL 7, 1995 (THE "AGREEMENT")
SECTION 3-- SPARE ENGINE PURCHASE DATES AND PURCHASE PRICES
Any capitalized term used herein shall have the meaning ascribed to it
in the Agreement unless expressly defined herein.
The dates on which FedEx shall purchase from American and American
shall sell the Spare Engines to FedEx in conjunction with the sale of the
Firm Aircraft and the Spares Purchase Price for each such Spare Engine are as
follows:
SPARE PURCHASE PRICE
SPARE ENGINE PURCHASE DATE FOR SPARE ENGINE
-------------------------- --------------------
* $*
* $*
* $*
* $*
* $*
In the event that all the Put Option Aircraft are purchased
pursuant to an exercise of the Put Options by American or the Purchase
Options by FedEx, FedEx will purchase from American and American will sell to
FedEx on the following Spare Engines on the following dates:
SPARE PURCHASE PRICE
ORIGINAL SALE DATE FOR SPARE ENGINE
------------------ --------------------
* $*
* $*
* $*
* $*
* $*
[ *
]
_______________________
*Blank space contained confidential information which has been filed
separately with the Securities and Exchange Commission pursuant to Rule 24b-2
under the Securities Exchange Act of 1934.