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EXHIBIT 10.76


EMB-135


PURCHASE AGREEMENT NUMBER DCT-039/98


EMBRAER - EMPRESA BRASILEIRA


DE AERONAUTICA S.A.


AND


AMR EAGLE HOLDING CORPORATION


2


INDEX


ARTICLE PAGE


1. DEFINITIONS 1 2. SUBJECT 3 3. PRICE 4 4. PAYMENT 4 5. DELIVERY 7 6. DOCUMENTS 9 7. ACCEPTANCE AND TRANSFER OF OWNERSHIP 9 8. DETAILED SPECIFICATIONS 11 9. ENGINES 11 10. STORAGE CHARGE 11 11. DELAYS IN DELIVERY 12 12. INSPECTION AND QUALITY CONTROL 13 13. CHANGES 14 14. WARRANTY/GUARANTEE 14 15. TECHNICAL ASSISTANCE SERVICES 14 16. SPARE PARTS SUPPLY 14 17. PUBLICATIONS 15 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] 19. AIRCRAFT PURCHASE OPTIONS 15 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] 24. ASSIGNMENT 16 25. RESTRICTIONS AND PATENT INDEMNITY 16 26. MARKETING / PROMOTIONAL RIGHTS [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] 16 27. TAXES 16 28. INTENTIONALLY LEFT BLANK 17 29. APPLICABLE LAW 17 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] 31. COMPLIANCE WITH LAWS 17 32. TERMINATION 17 33. INDEMNITY 18 34. NOTICES 18 35. CONFIDENTIALITY 19 36. INTEGRATED AGREEMENT 20 37. EFFECT OF TERMINATION 20 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] 38. COUNTERPARTS 20


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39. ENTIRE AGREEMENT 20 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] 41. TERMS 20 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] 43. REMEDIES 21 44. INTENTIONALLY LEFT BLANK 21 45. INDEPENDENT CONTRACTOR 21 46. CAPTIONS, HEREOF, INCLUDING 21 47. INTENTIONALLY LEFT BLANK 21 48. REPRESENTATIONS AND WARRANTIES 21 49. TIME 23 50. FURTHER ASSISTANCE 23 51. SEVERABILITY 23 52. NO WAIVER 23 53. COSTS 24 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]


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ATTACHMENTS


"A" - AIRCRAFT SPECIFIC CONFIGURATION, FINISHING AND REGISTRATION
MARKS


"B" - FERRY EQUIPMENT [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION]


"C" - AIRCRAFT WARRANTY


"D" - EMB-135 ESCALATION FORMULA


"E" - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]


"F" - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]


"G" - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]


"H" - EMB-135 AND EMB-145 SPARE PARTS POLICY & PRODUCT SUPPORT


"I" - EMB-135 BUYER FURNISHED EQUIPMENT


"J" - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]


"K" - [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]


"L" - FORM OF [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] GUARANTEE


5


PURCHASE AGREEMENT NO. DCT -039/98


THIS PURCHASE AGREEMENT NO. DCT-039/98 IS ENTERED INTO AS OF THE 30th DAY OF SEPTEMBER, 1998, BY AND BETWEEN EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A., A BRAZILIAN CORPORATION WITH ITS HEADQUARTERS LOCATED IN SAO JOSE DOS CAMPOS, BRAZIL, AND AMR EAGLE HOLDING CORPORATION, A DELAWARE CORPORATION WITH ITS HEADQUARTERS LOCATED IN FORT WORTH, TEXAS, FOR THE PURCHASE AND SALE OF EMB-145, MODEL EMB-135LR VERSION AIRCRAFT, SERVICES AND RELATED SPARE PARTS.


THIS AGREEMENT SHALL NOT BE EFFECTIVE UNLESS AND UNTIL IT IS SIGNED BY AN AUTHORIZED OFFICER OF AMR EAGLE HOLDING CORPORATION AND EXECUTED BY TWO AUTHORIZED OFFICERS OF EMBRAER - EMPRESA BRASILEIRA DE AERONAUTICA S.A.


NOW, THEREFORE, in consideration of the mutual promises, covenants, terms and conditions set forth herein, and other good and valuable consideration the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:


1. DEFINITIONS


For the purpose of this Agreement, the following definitions are hereby
adopted by the Parties:


a. Actual Delivery Date - and Actual Delivery - shall have the
definitions provided for in Article 7.c. hereof.


b. Aircraft - shall mean the EMB-145, Model EMB-135LR version aircraft
or, where there is more than one of such aircraft, each of such
aircraft, manufactured by Embraer, for sale to Buyer pursuant to this
Agreement, according to the aircraft specification 135-MS-300,
Revision A dated July 27, 1998 (the "Specification"), and Attachment A
and Attachment G hereto.


c. Basic Price - shall mean the price per Aircraft as defined in Article
3.a.1.


d. Buyer - shall mean AMR Eagle Holding Corporation, a Delaware
corporation, and its successors and permitted assigns (as provided in
this Agreement).


e. CTA - shall mean the Aerospace Technical Center of the Brazilian
Ministry of Aeronautics.


- -------------------------------------------------------------------------------- EMB-135 LR Purchase Agreement Page 1 of 49


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f. Day or Days - shall mean calendar days, unless expressly referenced as
a Business Day or Business Days, which shall mean any day other than a
Saturday, Sunday, or other day on which banking institutions in Fort
Worth, Texas, Sao Paulo, Brazil, Rio de Janeiro, Brazil or Sao Jose
dos Campos, Brazil are required or permitted by applicable law, rule
or regulation to be closed. As of December 15 of each year of
Scheduled Delivery Months, Embraer shall send Buyer a projected
holiday schedule of days on which the banking institutions in Sao
Paulo, Rio de Janeiro and Sao Jose dos Campos, Brazil will be closed,
and Embraer shall promptly advise Buyer of any changes to said
schedule.


g. Delivery Schedule - shall mean the Aircraft delivery schedule as
provided in Article 5.c.


h. Embraer - shall mean Embraer - EMPRESA BRASILEIRA DE AERONAUTICA S.A.,
a Brazilian corporation.


i. Engine or Engines - shall mean the two (2) hot and high enhanced
performance Allison AE3007A1/3 high bypass ratio turbofan engines
delivered fixed to each airframe.


j. FAA - shall mean the United States Federal Aviation Administration.


k. Financing Agreements - shall mean those financing documents to be
executed between Buyer and Agencia Especial de Financiamento
Industrial ("FINAME") and Banco Nacional de Desenvolvimento Economico
e Social ("BNDES") (FINAME and BNDES together, the " Lender"), and
including but not limited to a funding agreement and all agreements
related thereto (the "Funding Agreement") and any and all agreements
entered into pursuant to the Funding Agreement.


l. IP Spares - shall mean line replaceable units, spare parts and ground
support equipment, except engines, to be selected and purchased by
Buyer from Embraer in Brazil pursuant to a third-party financing
arrangement as initial provisions, based on the initial provisioning
list recommended by Embraer and mutually agreed to by Buyer ("IPL")
and delivered in connection with a specific Aircraft.


m. Party or Parties - shall mean Embraer and/or Buyer.


n. Purchase Agreement, or this Agreement - shall mean this Purchase
Agreement No. DCT-039/98 and all of its Attachments, and EMB-135 and
EMB-145 Letter Agreement I DCT-040/98 executed by Buyer and Embraer as
of the date hereof ("Letter Agreement I").


- -------------------------------------------------------------------------------- EMB-135 LR Purchase Agreement Page 2 of 49


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o. Purchase Price - shall mean the total purchase price for each
Aircraft, effective on the relevant Aircraft's Scheduled Delivery
Date, resulting from the application of the escalation formula
established in Attachment D (the "Escalation Formula") to the Basic
Price as set forth in Article 3.a.1.


p. Scheduled Delivery Date - shall mean the targeted closing date for
each Actual Delivery of Aircraft per Article 5.


q. Scheduled Delivery Month - shall mean the month in which each Aircraft
is scheduled to be delivered per Article 5.


r. Scheduled Inspection Date - shall mean the date on which Embraer shall
make each Aircraft available to Buyer for inspection, which date shall
be at least [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] prior to the Scheduled Delivery Date unless otherwise
mutually agreed to in writing by the Parties.


s. Services - shall mean all of the technical assistance services
specified in Article 15.


t. Spares - shall mean line replaceable units, spare parts and ground
support equipment purchased through Embraer, except engines, to be
selected from Embraer's illustrated parts catalog and purchased by
Buyer, excluding IP Spares.


u. U.S. or US - shall mean the United States of America.


v. U.S. dollars, US$, USD or dollars - shall mean United States dollars.


2. SUBJECT


a. Embraer shall sell and Buyer shall purchase and take delivery of
seventy-five (75) newly manufactured Aircraft ("Firm Aircraft") and,
if Buyer elects to purchase any or all of the same, seventy-five (75)
newly manufactured option Aircraft ("Option Aircraft") upon the terms
and conditions contained in this Agreement.


b. To the extent requested by Buyer, Embraer shall sell and Buyer shall
acquire IP Spares and Spares for each of the Aircraft referred to in
paragraph a. above.


c. Embraer shall sell and Buyer shall acquire the Services as specified
in Article 15.


- -------------------------------------------------------------------------------- EMB-135 LR Purchase Agreement Page 3 of 49


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3. PRICE


a. Buyer agrees to pay Embraer, in United States dollars [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] the
following prices:


1. For each Firm Aircraft delivered to Buyer pursuant to this
Agreement, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION]. The Basic Price shall be escalated
according to the Escalation Formula. The escalated Basic Price
(the "Purchase Price") shall be provided to Buyer one (1) month
prior to each Aircraft's Scheduled Delivery Date. Except as set
forth in this Article the Basic Price constitutes the entire
price Buyer shall pay for each individual Aircraft and Services.


2. For IP Spares ordered pursuant to this Agreement, the aggregate
price of all IP Spares with respect to each Aircraft shall not
exceed [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] per Aircraft.


b. The Services shall be provided at no additional cost to Buyer. All
other services requested by Buyer to Embraer in writing shall be
billed to Buyer in accordance with Embraer's prevailing rates
therefor.


c. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]


4. PAYMENT


To secure the Aircraft delivery positions set forth in Article 5.c. and
to ensure delivery of the Aircraft in accordance with the Delivery
Schedule, Buyer shall pay Embraer for each Aircraft and IP Spares as
follows:


a. Relative to each Firm Aircraft:


1. Embraer acknowledges receipt of deposits of [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION] per Firm
Aircraft from Buyer. Such deposits shall be non-refundable
(subject to the provisions of Articles 32.b. and Section 10 of
Letter Agreement I) and shall be considered part of the payment
towards the Basic Price of the relevant Aircraft. The Parties
acknowledge that each of the Firm Aircraft and the corresponding


- -------------------------------------------------------------------------------- EMB-135 LR Purchase Agreement Page 4 of 49


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delivery positions have been reserved for purchase by Buyer and
such Firm Aircraft have been removed from the market.


2. A non-refundable (subject to the provisions of Article 32.b. and
Section 10 of Letter Agreement I) progress payment (which shall
be considered part of the payment toward the Basic Price of the
relevant Aircraft) equal to [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] excluding any increase due
to the Escalation Formula, is due and payable upon the later of
(i) the date which is eighteen (18) months prior to the first
(1st) day of the Scheduled Delivery Month of the relevant Firm
Aircraft and (ii) the date of execution of this Agreement.


3. A non-refundable (subject to the provisions of Article 32.b. and
Section 10 of Letter Agreement I) progress payment (which shall
be considered part of the payment toward the Basic Price of the
relevant Aircraft) [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION] excluding any increase due to the
Escalation Formula, is due and payable upon the later of (i) the
date which is twelve (12) months prior to the first (1st) day of
the Scheduled Delivery Month of the relevant Firm Aircraft and
(ii) the date of execution of this Agreement.


4. A non-refundable (subject to the provisions of Article 32.b.and
Section 10 of Letter Agreement I) progress payment (which shall
be considered part of the payment toward the Basic Price of the
relevant Aircraft) equal to [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] excluding any increase due
to the Escalation Formula, is due and payable on the date which
is six (6) months prior to the first (1st) day of the Scheduled
Delivery Month of the relevant Firm Aircraft.


5. The balance of each Firm Aircraft's Purchase Price shall become
due and payable as provided herein on each Firm Aircraft's Actual
Delivery Date.


6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]


b. Relative to Option Aircraft:


In the event the Buyer exercises the option to acquire Option
Aircraft as provided for in Article 19, payment for each
individual Option Aircraft's Basic Price shall be made as
follows:


- -------------------------------------------------------------------------------- EMB-135 LR Purchase Agreement Page 5 of 49


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1. A non-refundable (subject to the provisions of Article 32.b. and
Section 10 of Letter Agreement I) deposit of [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION] per
Option Aircraft is due and payable on the date of exercise of the
respective Option. This deposit shall be considered part of the
payment towards the Basic Price of the relevant Option Aircraft.


2. A non-refundable (subject to the provisions of Article 32.b. and
Section 10 of Letter Agreement I) progress payment (which shall
be considered part of the payment toward the Basic Price of the
relevant Option Aircraft) equal to [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION] excluding any increase
due to the Escalation Formula, shall be due and payable on the
date which is eighteen (18) months prior to the first (1st) day
of the Scheduled Delivery Month of the relevant Option Aircraft.


3. A non-refundable (subject to the provisions of Article 32.b. and
Section 10 of Letter Agreement I) progress payment (which shall
be considered part of the payment toward the Basic Price of the
relevant Option Aircraft) equal to [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION] excluding any increase
due to the Escalation Formula, shall be due and payable on the
date which is twelve (12) months prior to the first (1st) day of
the Scheduled Delivery Month of the relevant Option Aircraft.


4. A non-refundable (subject to the provisions of Article 32.b. and
Section 10 of Letter Agreement I) progress payment (which shall
be considered part of the payment toward the Basic Price of the
relevant Option Aircraft) equal to [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION] excluding any increase
due to the Escalation Formula, shall be due and payable on the
date which is six (6) months prior to the first (1st) day of the
Scheduled Delivery Month of the relevant Option Aircraft.


5. The balance of each Option Aircraft's Purchase Price shall become
due and payable as provided herein upon Actual Delivery of the
relevant Option Aircraft from Embraer to Buyer.


6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]


c. Relative to IP Spares:


- -------------------------------------------------------------------------------- EMB-135 LR Purchase Agreement Page 6 of 49


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1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] of the price of the IP Spares for each Aircraft (as
set forth in Article 3.a.2 above) shall become due and payable on
the date which is three (3) months prior to the first (1st) day
of the Scheduled Delivery Month of such Aircraft as specified in
Article 5.c.


2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION] of such price of the IP Spares for each Aircraft
shall become due and payable on the date which is the date of
delivery of the IP Spares for such Aircraft as set forth in
Article 5.e.


3. All payments made pursuant to paragraphs c.1. and c.2. above
shall collectively be referred to as the "IP Spares Price."


d. Interest shall accrue at the rate of [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION] per month or any part thereof
(prorated on the basis of a thirty (30) day month for any partial
months) on any amount which is due and owing and which is not paid to
Embraer as set forth in Articles 4.a. and 4.b. from the third Business
Day after the date on which such payments should have been made as
therein set forth, until the actual receipt by Embraer of such
amounts. Such interest shall be payable on demand by Embraer.


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]


5. DELIVERY


a. Scheduled Delivery Date: The Aircraft shall be delivered per the
Aircraft Delivery Schedule set forth in paragraph c. of this Article.


1. INTENTIONALLY LEFT BLANK


- -------------------------------------------------------------------------------- EMB-135 LR Purchase Agreement Page 7 of 49


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2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION]


b. Location: Each Aircraft shall be delivered to Buyer free and clear of
all liens, claims, charges, and encumbrances of any nature whatsoever.
Delivery of each Aircraft shall take place in Sao Jose dos Campos,
Brazil. At delivery, each Aircraft shall fully conform to the delivery
specifications set forth herein, and shall otherwise conform to the
terms of this Agreement.


c. Aircraft Delivery Schedule: Subject to payment in accordance with
Article 4 and each Party's compliance with the terms and conditions of
this Agreement, the Aircraft shall be made available for delivery by
Embraer to Buyer, in the condition provided by this Agreement, at Sao
Jose dos Campos, State of Sao Paulo, Brazil, according to the
following schedule:


FIRM AIRCRAFT


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]


- -------------------------------------------------------------------------------- EMB-135 LR Purchase Agreement Page 8 of 49


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OPTION AIRCRAFT


[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION]


d. Limit on Delivery: Notwithstanding anything set forth in this
Agreement, in no event shall Buyer be obligated to take delivery of
any more than [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH
THE COMMISSION] Aircraft in any month.


e. IP Spares: Subject to receipt by Embraer of the list of IP Spares
selected by Buyer from the IPL by the times contemplated by Article 2
of Attachment H and Embraer's acceptance of such list (which
acceptance shall not be unreasonably withheld or delayed), such IP
Spares shall be delivered by Embraer to Buyer, in F.C.A. (Free Carrier
- Incoterms 1990) condition, at Sao Jose dos Campos, State of Sao
Paulo, Brazil, or at any other port of clearance that is mutually
agreed to by Buyer and Embraer. [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH
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