SUPPLEMENTAL AGREEMENT NO. 15
Exhibit 10.2
Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) would be competitively harmful if publicly disclosed. |
SUPPLEMENTAL AGREEMENT NO. 15
to
Purchase Agreement No. 3219
between
THE BOEING COMPANY
and
Relating to Boeing Model 787 Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 15 (SA-15) is made between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington (Boeing), and AMERICAN AIRLINES, INC, a Delaware corporation with offices in Fort Worth, Texas, together with its successors and permitted assigns (Customer);
WHEREAS, Boeing and Customer entered into Purchase Agreement No. 3219 dated October 15, 2008, relating to Boeing Model 787 aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified in such Purchase Agreement;
WHEREAS, Letter Agreement AAL-PA-3219-LA-2001170 entitled “[****]” is being entered into in order provide for [****] for the 787-8 Aircraft identified in Table 6 and, if applicable, any [****] (as defined in Letter Agreement AAL-PA-03219-LA-1804779) [****] by Customer where Customer has [****] (as defined in Letter Agreement AAL-PA-03219-LA-1802262); and
NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:
PA 3219 SA-15 Page 1
BOEING PROPRIETARY
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1. | Table of Contents. |
The Table of Contents referencing SA-13 in the footer is deleted in its entirety and is replaced with the new Table of Contents (attached hereto) referencing SA-15 in the footer. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
2. | Letter Agreements. |
Letter Agreement AAL-PA-3219-LA-2001170 entitled “[****]” (attached hereto) referencing SA-15 in its footer, is hereby incorporated into the Purchase Agreement.
3. | Effect on Purchase Agreement |
Except as expressly set forth herein, all terms and provisions contained in the Purchase Agreement shall remain in full force and effect. This Agreement contains the entire agreement between the parties with respect to the subject matter hereof and supersedes all previous proposals, and agreements, understandings, commitments or representations whatsoever, oral or written, with respect to the subject matter hereof and may be changed only in writing signed by authorized representatives of the parties.
The rest of this page is left intentionally blank.
PA 3219 SA-15 Page 2
BOEING PROPRIETARY
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AGREED AND ACCEPTED | ||
March 16, 2020 | ||
Date | ||
THE BOEING COMPANY | ||
/s/ The Boeing Company | ||
Signature | Signature | |
The Boeing Company | ||
Printed name | Printed name | |
Attorney-in-Fact | VP, Treasurer | |
Title | Title | |
PA 3219 SA-15 Page 3
BOEING PROPRIETARY
TABLE OF CONTENTS
ARTICLES | SA NUMBER | ||
1. | Quantity, Model and Description | SA-3 | |
2. | Delivery Schedule | SA-3 | |
3. | Price | SA-3 | |
4. | Payment | SA-3 | |
5. | Miscellaneous | SA-3 | |
6. | Confidential Treatment | ||
TABLE | |||
1. | Aircraft Information Table – TRENT WITHDRAWN | SA-2 | |
1(R7) | 787-9 Aircraft Information Table – GENX | ||
2(R1) | 787-8 Aircraft Information Table – GENX ([****] (12) 787-8 Aircraft) | SA-5 | |
3(R1) | 787-8 Aircraft Information Table – GENX ([****] Eight (8) 000-0 Xxxxxxxx, xxxxxxxx Xxxxxx (20) 000-0 Xxxxxxxx) | XX-0 | |
0 | XXXXXXXXX | XX-0 | |
0 6(R1) | 2018 787-9 [****]Aircraft Information Table – GENX 2018 787-8 [****] Aircraft Information Table-GENX | XX-00 XX-00 | |
XXXXXXX | |||
X(X0). | Aircraft Configuration for [****] Aircraft | SA-11 | |
A2(R5) | Aircraft Configuration for [****] Aircraft | SA-12 | |
B(R1). | Aircraft Delivery Requirements and Responsibilities | SA-3 | |
C(R1). | Defined Terms | SA-3 | |
SUPPLEMENTAL EXHIBITS | |||
AE1. | [****] | ||
BFE1(R1). | Buyer Furnished Equipment Variables 787-9 | SA-3 | |
BFE2. | Buyer Furnished Equipment Variables 787-8 | SA-3 | |
CS1. | 787 Customer Support Document | ||
EE1. | [****] | ||
EE1. | [****]-WITHDRAWN | XX-0 | |
XX0. | [****] | SA-4 | |
SLP1. | Service Life Policy Components | ||
P.A. No. 3219 SA-15
Table of Contents Page 1
BOEING PROPRIETARY
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TABLE OF CONTENTS, continued
LETTER AGREEMENTS | SA NUMBER | ||
3219-01 | [****] | ||
3219-02 | Special Terms – Seats and In-Flight Entertainment | ||
3219-04 | [****] | ||
3219-05R1 | Spare Parts Commitments | XX-0 | |
0000-00X0 | Xxxxx Parts Initial Provisioning | SA-3 | |
3219-08R2 | Open Configuration Matters WITHDRAWN | SA-8 | |
6-1162-AKP-071R1 | [****] Terminated per AAL-PA-1977-LA-1105595 | ||
6-1162-AKP-072R2 | [****] Terminated per AAL-PA-1977-LA-1105595 | ||
6-1162-AKP-073R1 | Accident Claims and Litigation | ||
6-1162-CLO-1031R1 | [****] WITHDRAWN | SA-2 SA-3 | |
6-1162-CLO-1032R1 | [****] Terminated | SA-3 | |
6-1162-CLO-1039 | [****] | ||
6-1162-CLO-1042 | [****] | ||
6-1162-CLO-1043R1 | 787 Inspection Process | SA-3 | |
6-1162-CLO-1045R1 | [****] | XX-0 | |
0-0000-XXX-0000 | XX-xX, COTS Software and End User License Matters WITHDRAWN | SA-3 | |
6-1162-CLO-1047R4 | [****] | SA-11 | |
6-1162-CLO-1048 | Final Matters WITHDRAWN | SA-2 | |
6-1162-CLO-1049R2 | CS1 Matters | SA-6 | |
6-1162-TRW-0664R2 | Aircraft Purchase Rights and Substitution Rights | XX-00 | |
Xxxxxxxxxx X(X0) – MADP Exercise Dates WITHDRAWN | SA-11 | ||
Attachment B(R2) – QADP Exercise Dates WITHDRAWN | SA-11 | ||
Attachment C(R3) – MADP & QADP Rights Aircraft: Description/Price Data Attachment C(R4) | SA-11 | ||
P.A. No. 3219 SA-15
Table of Contents Page 2
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TABLE OF CONTENTS, continued
Attachment D – Form of Purchase Agreement Supplement | SA-11 | ||
Attachment E – Letter Agreements To Be Included In Purchase Agreement Supplement | SA-6 | ||
6-1162-TRW-0665 | [****] WITHDRAWN | SA-3 | |
6-1162-TRW-0666 | [****] WITHDRAWN | SA-3 | |
6-1162-TRW-0667R3 | [****] | SA-11 | |
6-1162-TRW-0668R1 | Special Matters Relating to COTS Software and End User License Agreements | XX-0 | |
0-0000-XXX-0000X0 | Xxxxxxxxxxxxx Commitments for Model 000 Xxxxxxxx | XX-0 | |
0-0000-XXX-0000 | [****] WITHDRAWN | SA-3 | |
6-1162-TRW-0672R1 | Promotional Support Agreement | XX-0 | |
0-0000-XXX-0000X0 | Xxxxxxxxxxxxxxx | SA-3 | |
6-1162-TRW-0674R4 | Business Considerations | XX-00 | |
XXX-XX-0000-XX-00000X0 | [****] | XX-00 | |
XXX-XX-0000-XX-00000X0 | [****] | XX-0 | |
XXX-XX-0000-XX-00000 | [****] | XX-0 | |
XXX-XX-0000000 | Xxxxxxxxxx Matters | XX-0 | |
XXX-XX-0000-XX-0000000X0 | [****] | SA-13 | |
AAL-PA-3219-LA-0000000X0 | 787 [****] Matters | XX-0 | |
XXX-XX-00000-XX-0000000 | [****] | XX-00 | |
XXX-XX-00000_XX-0000000 | [****] | SA-11 | |
AAL-PA-03219-LA-1802262R1 | [****] | XX-00 | |
XXX-XX-00000-XX-0000000 | Open Configuration Matters | SA-11 | |
AAL-PA-3219-LA-2001170 | [****] | SA-15 | |
P.A. No. 3219 SA-15
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TABLE OF CONTENTS, continued
ATTACHMENTS | ||
Attachment 1 | Schedule for [****] of 787-9 MADP Rights | SA-11 |
Attachment 2 | Schedule for [****] of 000-0 XXXX Xxxxxx | XX-00 |
Xxxxxxxxxx 3 | 787-9 Purchase Rights Aircraft [****] Schedule | SA-11 |
P.A. No. 3219 SA-15
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 | The Boeing Company P.O. Xxx 0000 Xxxxxxx, XX 00000‑2207 | |
________________________________________________________________________________________________________________________________________________________________
AAL‑PA‑3219‑LA‑2001170
X.X. Xxx 000000
Xxxxxx‑Fort Xxxxx Xxxxxxx, Xxxxx 00000‑9616
Subject: | [****] |
Reference: | Purchase Agreement No. PA‑3219 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787aircraft |
This letter agreement (Letter Agreement) amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement shall have the same meaning as in the Purchase Agreement.
For the aircraft set forth on Table 6 and any [****] Aircraft (as defined in Letter Agreement AAL-PA-03219-LA-1804779) [****] by Customer where Customer [****] (as defined in Letter Agreement AAL-PA-03219-LA-1802262) (collectively, Aircraft), Boeing agrees to provide Customer with the [****] in Attachment A. [****].
1. | Assignment. |
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part.
2. | Confidential Treatment. |
The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.
P.A. No. 0000 XX-00 XXX-XX-0000-XX-0000000
[****] Page 1
BOEING PROPRIETARY
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| ||
Very truly yours,
THE BOEING COMPANY
By: /s/ The Boing Company
Its: Attorney‑In‑Fact
ACCEPTED AND AGREED TO this
Date: March 16, 2020__
By: /s/ American Airlines, Inc.
Its: VP, Treasurer
P.A. No. 3219 SA-15 AAL-PA-3219-LA-2001170
[****] Page 2
BOEING PROPRIETARY
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Attachment A to Letter Agreement
Xx. XXX-XX-0000-XX-0000000
[****]
Page 1
[****]
SECTION CONTENTS
1 | AIRCRAFT MODEL APPLICABILITY |
2 | FLIGHT PERFORMANCE |
3 | [****] |
4 | [****] |
5 | AIRCRAFT CONFIGURATION |
6 | GUARANTEE CONDITIONS |
7 | GUARANTEE COMPLIANCE |
8 | EXCLUSIVE GUARANTEES |
P.A. No. 3219
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BOEING PROPRIETARY
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Attachment A to Letter Agreement
Xx. XXX-XX-0000-XX-0000000
[****]
Page 2
1 AIRCRAFT MODEL APPLICABILITY
The guarantees contained in this Attachment (the "[****]") are applicable to the [****].
2 FLIGHT PERFORMANCE
2.1 [****]
2.1.1 | The FAA-approved [****]: |
[****]
2.1.2 | The FAA-approved [****]: |
[****]
2.1.3 | The FAA-approved [****]: |
[****]
2.1.4 | The FAA-approved [****]: |
[****]
2.2 [****]
The FAA-approved [****]:
[****]
2.3 Mission
2.3.1 Mission Payload
The payload for a stage length of [****] nautical miles in still air (representative of a Dallas to Tokyo route) using the conditions and operating rules defined below, will not be less than the following guarantee value:
[****]
[****]
[****]
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Attachment A to Letter Agreement
Xx. XXX-XX-0000-XX-0000000
[****]
Page 3
Conditions and operating rules:
Stage Length: | The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent. |
Takeoff: | [****] |
[****] | |
[****] | |
[****] | |
[****] | |
The takeoff gross weight will conform to FAA Regulations. | |
Climbout Maneuver: | [****] |
Climb: | [****] |
[****] | |
[****] | |
[****] | |
[****] | |
Cruise: | [****] |
[****] | |
[****] | |
[****] | |
Descent: | [****] |
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Attachment A to Letter Agreement
Xx. XXX-XX-0000-XX-0000000
[****]
Page 4
[****] | |
[****] | |
Approach and Landing Maneuver: | [****] |
[****] | |
Fixed Allowances: | For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following will be used as fixed quantities and allowances: |
Taxi-Out: [****] | |
Takeoff and Climbout Maneuver: [****] [****] | |
Approach and Landing Maneuver: [****] | |
Taxi-In (will be consumed from the reserve fuel): [****] | |
Usable reserve fuel remaining upon completion of the approach and landing maneuver: [****] | |
[****] | |
2.3.2 Mission Block Fuel
The block fuel for a stage length of [****] pound payload using the conditions and operating rules defined below, will not be more than the following guarantee value:
[****]
[****]
[****]
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Attachment A to Letter Agreement
Xx. XXX-XX-0000-XX-0000000
[****]
Page 5
Conditions and operating rules:
Stage Length: | The stage length is defined as the sum of the distances for the climbout maneuver, climb, cruise, and descent. |
Block Fuel: | The block fuel is defined as the sum of the fuel used for taxi-out, takeoff and climbout maneuver, climb, cruise, descent, approach and landing maneuver, and taxi-in. |
Takeoff: | [****] |
The takeoff gross weight is not limited by the airport conditions. | |
Maximum takeoff thrust is used for the takeoff. | |
The takeoff gross weight will conform to FAA Regulations. | |
Climbout Maneuver: | [****] |
Climb: | [****] |
[****] | |
[****] | |
[****] | |
[****] | |
Cruise: | [****] |
[****] | |
[****] | |
[****] | |
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Attachment A to Letter Agreement
Xx. XXX-XX-0000-XX-0000000
[****]
Page 6
[****] | |
Descent: | [****] |
[****] | |
[****] | |
[****] | |
Approach and Landing Maneuver: | [****] |
[****] | |
Fixed Allowances: | For the purpose of this guarantee and for the purpose of establishing compliance with this guarantee, the following will be used as fixed quantities and allowances: |
Taxi-Out: [****] | |
Takeoff and Climbout Maneuver: [****] [****] | |
Approach and Landing Maneuver: [****] | |
Taxi-In (will be consumed from the reserve fuel): [****] | |
Usable reserve fuel remaining upon completion of the approach and landing maneuver: [****] | |
[****] | |
2.3.3 Operational Empty Weight Basis
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Xx. XXX-XX-0000-XX-0000000
[****]
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The Operational Empty Weight (OEW) derived in paragraph 2.3.4 is the basis for the mission guarantees of paragraphs 2.3.1 through 2.3.2.
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Xx. XXX-XX-0000-XX-0000000
[****]
Page 8
2.3.4 [****] Weight Summary - American Airlines
pounds | |
Standard Model Specification MEW | [****] |
[****] | |
[****] | |
[****] | |
[****] | |
[****] | |
[****] | |
[****] | |
[****] | [****] |
[****] | |
[****] | [****] |
[****] | [****] |
[****] | [****] |
[****] | [****] |
American Airlines [****] | [****] |
Standard and Operational Items Allowance (Paragraph 2.3.5) | [****] |
American Airlines [****] | [****] |
[****] | [****] | [****] | |
[****] | [****] | ||
[****] | [****] | [****] | |
[****] | [****] | [****] | |
[****] | [****] | [****] | |
[****] | [****] | [****] | |
[****] | [****] | [****] | |
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Attachment A to Letter Agreement
Xx. XXX-XX-0000-XX-0000000
[****]
Page 9
[****] | [****] | [****] | |
2.3.5 | Standard and Operational Items Allowance |
quantity | pounds | pounds | pounds | |
Standard Items Allowance | [****] | |||
Unusable Fuel | [****] | |||
Oil | [****] | |||
Oxygen Equipment | [****] | |||
Miscellaneous Equipment | [****] | |||
Galley Structure and Fixed Inserts | [****] | |||
Operational Items Allowance | [****] | |||
Crew and Crew Baggage | [****] | |||
Flight Crew (Inc. Baggage) | [****] | [****] | ||
Cabin Crew (Inc. Baggage) | [****] | [****] | ||
Flight Crew Briefcase | [****] | [****] | ||
Catering Allowance & Removable Inserts: Pacific Meal Service | [****] | |||
Business Class | [****] | [****] | ||
Premium Class | [****] | [****] | ||
Economy Class | [****] | [****] | ||
Passenger Service Equipment ([****] lb. ea.) | [****] | |||
Potable Water - [****] | [****] | |||
Waste Tank Disinfectant | [****] | |||
Emergency Equipment (Includes Over Water Equip.) | [****] | |||
Cargo System | [****] | |||
Containers ([****] lb ea.) | [****] | |||
Total Standard and Operational Items Allowance | [****] | |||
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Xx. XXX-XX-0000-XX-0000000
[****]
Page 10
3 | [****] |
[****]
4 [****]
4.1 | [****] |
[****]
4.2 | [****] |
[****]
[****]
4.3 | [****] |
[****]
[****]
4.4 | [****] |
[****]
[****]
[****] [****]
[****]
[****]
[****] [****]
[****]
[****]
[****] [****]
[****]
[****]
[****] [****]
[****]
[****]
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Attachment A to Letter Agreement
Xx. XXX-XX-0000-XX-0000000
[****]
Page 11
[****] [****]
[****]
[****]
[****] [****]
[****]
[****]
4.5 | [****] |
[****]:
[****] [****]
[****] [****]
[****]
[****]
[****] [****]
[****]
[****]
[****] [****]
[****]
[****]
[****] [****]
[****]
[****]
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Xx. XXX-XX-0000-XX-0000000
[****]
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5 AIRCRAFT CONFIGURATION
5.1 | The guarantees contained in this Attachment [****], Model 787-8, 787-9, 787-10", dated [****] plus [****]. [****] will be made for [****] such Detail Specification approved by the Customer and Boeing or otherwise allowed by the Purchase Agreement [****]. |
5.2 | [****] |
(1) Changes to the [****] or any other changes [****] or otherwise allowed by the Purchase Agreement.
(2) The difference between [****] given in Appendix E of the Detail Specification [****].
6 GUARANTEE CONDITIONS
6.1 | All guaranteed performance data [****] and specified variations therefrom; altitudes are pressure altitudes. |
6.2 | The Federal Aviation Administration (FAA) regulations referred to in this Attachment are, [****]. |
6.3 | In the event a change is made to any law, governmental regulation or requirement, or in the interpretation of any such law, governmental regulation or requirement that affects the certification basis for the Aircraft [****]. |
6.4 | The [****] guarantees and the [****] of the mission guarantees are based on the following, unless otherwise specified: |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
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Attachment A to Letter Agreement
Xx. XXX-XX-0000-XX-0000000
[****]
Page 13
6.5 | The [****] guarantee and the [****] of the mission guarantees are based on the following, unless otherwise specified: |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
• | [****] |
6.6 | [****] |
6.7 | [****] |
6.8 | [****] |
6.9 | [****] |
6.10 | [****] |
6.11 | [****] |
7 GUARANTEE COMPLIANCE
7.1 | Compliance with the guarantees of Section 2, 3 and 4.2 and 4.3 will be based on the conditions specified in those sections, the Aircraft configuration of Section 5 and the guarantee conditions of Section 6. |
7.2 | Compliance with the following guarantees or portions of such guarantees will be based on the FAA-approved Airplane Flight Manual for the Model [****] aircraft: |
• | Takeoff |
• | Landing |
• | The takeoff portion of the mission conditions |
• | Community Sound Levels |
7.3 | [****] |
7.4 | [****] |
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[****]
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7.5 | [****] |
7.6 | [****] |
7.7 | The data derived from tests will be adjusted as required by conventional methods of correction, interpolation or extrapolation in accordance with established engineering practices to show compliance with these guarantees. |
7.8 | Compliance with the guarantees for [****]. Upon request, customer may review adjustment calculations. |
7.9 | Compliance will be based on the [****], and will not be [****] its manufacturer's performance specification. |
8 EXCLUSIVE GUARANTEES
The only [****] applicable to the Aircraft are those set forth in this Attachment.
P.A. No. 3219
AERO-B-BBA4-M20-0008 SS20-0014
BOEING PROPRIETARY
[****]=[CONFIDENTIAL PORTION HAS BEEN OMITTED BECAUSE IT (I) IS NOT MATERIAL AND (II) WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED]
