Purchase Agreement No. 2285 Between The Boeing Company and American Trans Air, Inc. for Boeing Model 757-33N Aircraft

Summary

This agreement is between The Boeing Company and American Trans Air, Inc. for the purchase and sale of Boeing Model 757-33N aircraft. It outlines the number of aircraft, delivery schedule, pricing, payment terms, and responsibilities of both parties. The agreement includes details on advance payments, escalation adjustments, and support services. It also incorporates related exhibits and supplemental documents, and states that it is the complete and final agreement between the parties, replacing any prior understandings.

EX-10.5 43 0043.txt AMTRAN, INC., 2000 10-K, EXHIBIT 10.5 PURCHASE AGREEMENT NUMBER 2285 between THE BOEING COMPANY and American Trans Air, Inc. Relating to Boeing Model 757-33N 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 LETTER AGREEMENTS 2285-01 Demonstration Flight Waiver 2285-02 Spares Intial provisioning 2285-03 Flight Crew Training Spare Parts Support (CONFIDENTIAL MATERIAL OMITTED) Purchase Agreement No. 2285 between The Boeing Company and American Trans Air, Inc. ------------------------------ This Purchase Agreement No. 2285 dated as of etween The Boeing Company (BOEING) and American Trans Air, Inc.CUSTOMER)relating to the purchase and sale of Model 757-33N 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 757-33N 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. 3.3 Boeing has not yet established the Aircraft Basic Price for Aircraft scheduled to be delivered after December 31, 2004. The prices listed in Table 1 for such Aircraft are only to provide Customer with an estimate of the applicable Advance Payment Base Prices. Accordingly, the Aircraft Basic Price for such Aircraft will be the sum of the Airframe Price, Optional Features Prices and the Engine Price first published by Boeing for the same model of aircraft and engines to be delivered after December 31, 2004. 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 757-33N 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 AE1contains 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 ------------------------------ American Trans Air, Inc. THE BOEING COMPANY By By --------------------------------------- Its Its ATTORNEY-IN-FACT --------------------------------------- ----------------------------