Supplemental Agreement No. 25 to Purchase Agreement No. 1980 between The Boeing Company and AMERICAN AIRLINES, INC Relating to Boeing Model 777 Aircraft
Exhibit 10.1
Supplemental Agreement No. 25
to
Purchase Agreement No. 1980
between
The Boeing Company
and
AMERICAN AIRLINES, INC
Relating to Boeing Model 777 Aircraft
THIS SUPPLEMENTAL AGREEMENT, entered into this day of August, 2011, (SA-25) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (Boeing) and American Airlines, Inc. (Customer);
RECITALS:
WHEREAS, Boeing and Customer entered into Purchase Agreement No. 1980 dated as of October 31, 1997, as amended and supplemented relating to Boeing Model 777 aircraft (the Purchase Agreement) (capitalized terms used herein without definition shall have the meanings specified therefor in such Purchase Agreement); and
WHEREAS, Customer has provided notice to exercise as a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Boeing and Customer have agreed to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
NOW THEREFORE, In consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:
| 1. | Table of Contents: |
The “Table of Contents” to the Purchase Agreement is deleted in its entirety and a revised “Table of Contents” attached hereto and identified with an “SA-25” legend, is substituted in lieu thereof to reflect the changes made by this SA-25.
| P.A. No. 1980 | i | SA-25 |
BOEING PROPRIETARY
| 2. | Table 1-7: |
Table 1-7 entitled 777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Delivery, Description, Price and Advance Payments is deleted in its entirety and a revised Table 1-7, attached hereto, is substituted in lieu thereof to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| 3. | Supplemental Exhibit BFE1-2: |
Supplemental Exhibit BFE1-2 entitled Buyer Furnished Equipment Variables relating to Boeing Model 777-323ER Aircraft is deleted in its entirety and a revised BFE1-2, attached hereto, is substituted in lieu thereof to set forth the preliminary BFE [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| 4. | Letter Agreement No. 6-1162-AKP-110R3: |
Attachment C entitled Information Regarding QADP Rights to Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights and Substitution Rights is deleted in its entirety and a revised Attachment C, attached hereto, is substituted in lieu thereof [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] via this SA-25.
Attachment B entitled Information Regarding MADP Rights to Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights and Substitution Rights is deleted in its entirety and a revised Attachment B, attached hereto, is substituted in lieu thereof [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] via this SA-25.
Nothing in this SA-25 precludes Customer from hereafter exercising its Substitution Right in accordance with Paragraph 5 of Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights and Substitution Rights.
| 5. | Letter Agreement No. AAL-PA-1980-LA-04205R2: |
Letter Agreement No. AAL-PA-1980-LA-04205R2 entitled Aircraft Performance Guarantees – 777-323ER is deleted in its entirety and a revised Letter Agreement No. AAL-PA-1980-LA-04205R3, attached hereto, is substituted in lieu thereof to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
| P.A. No. 1980 | ii | SA-25 |
BOEING PROPRIETARY
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] which are being exercised via this SA-25, in addition to all Aircraft set forth in Table 1-7, which were exercised via Supplemental Agreement Numbers 22, 23, and 24.
| 6. | Letter Agreement No. AAL-PA-1980-1105629: |
Letter Agreement No. AAL-PA-1980-1105629 entitled Advance Payments and Permitted Transactions, attached hereto, is added to the Purchase Agreement to set forth, among other things, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
The Purchase Agreement will be deemed to be amended to the extent provided herein and as so amended will continue in full force and effect. In the event of any inconsistency between the above provisions and the provisions contained in the referenced exhibits to this Supplemental Agreement No. 25, the terms of the exhibits will control.
EXECUTED IN DUPLICATE as of the day and year first above written.
| THE BOEING COMPANY | AMERICAN AIRLINES, INC. | |||||||
| By: |
|
By: |
| |||||
| Name: |
|
Name: |
| |||||
| Its: | Attorney-In-Fact |
Its: |
| |||||
| P.A. No. 1980 | iii | SA-25 |
BOEING PROPRIETARY
TABLE OF CONTENTS
| ARTICLES |
PAGE & SA NUMBER | |||
| 1. |
Quantity, Model and Description | 1, SA-20 | ||
| 2. |
Delivery Schedule | 1, SA-20 | ||
| 3. |
Price | 1, SA-20 | ||
| 4. |
Payment | 2, SA-20 | ||
| 5. |
Miscellaneous | 2, SA-20 | ||
| TABLE |
SA NUMBER | |||
| 1. |
777-200ER Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year |
Original Purchase Agreement, SA-3, SA-17 & SA-18 | ||
| 1-1. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe & Engine Base Year |
SA-1 | ||
| P.A. No. 1980 | SA-25 |
| Table of Contents, Page i | BOEING PROPRIETARY |
| 1-2. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe & Engine Base Year |
SA-2 & SA-6 | ||
| 1-3. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year |
XX-0, XX-0, XX-0, XX-0 & SA-9 | ||
| 1-4. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year |
SA-5, SA-6 & SA-9 | ||
| P.A. No. 1980 | SA-25 |
| Table of Contents, Page ii | BOEING PROPRIETARY |
| 1-5. |
777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year |
XX-00, XX-00, XX-00 & XX-00 | ||
| 1-6. |
777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year |
SA-13 | ||
| 1-7. |
777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Base Year |
SA-25 | ||
| P.A. No. 1980 | SA-25 |
| Table of Contents, Page iii | BOEING PROPRIETARY |
| TABLE |
SA NUMBER | |||
| 2. |
777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year |
SA-15 & SA-16 | ||
| 3. |
777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year |
SA-15 & SA-16 | ||
| EXHIBIT |
SA NUMBER | |||
| A. |
Aircraft Configuration |
|||
| A1. |
Aircraft Configuration – 777-323ER |
SA-20 | ||
| B. |
Aircraft Delivery Requirements and Responsibilities |
SA-20 | ||
| C. |
Defined Terms |
SA-20 |
| P.A. No. 1980 | SA-25 |
| Table of Contents, Page iv | BOEING PROPRIETARY |
| SUPPLEMENTAL EXHIBITS |
SA NUMBER | |||
| AE1. |
Escalation Adjustment Airframe and Optional Features - 777-323ER |
SA-20 | ||
| BFE1. |
BFE Variables |
|||
| BFE1-2. |
BFE Variables - 777-323ER |
SA-25 | ||
| CS1. |
Customer Support Variables |
|||
| CS1-2 |
Customer Support Variables - 777-323ER |
SA-20 | ||
| SLP1 |
Service Life Policy Components |
|||
| EE1-BR1. |
Engine Escalation and Engine Warranty |
SA-15 | ||
| EE1-2. |
Engine Escalation, Engine Warranty and Patent Indemnity – 777-323ER |
SA-20 | ||
| P.A. No. 1980 | SA-25 |
| Table of Contents, Page v | BOEING PROPRIETARY |
| LETTER AGREEMENTS |
PA or SA NUMBER | |||
| 6-1162-AKP-070 |
Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft | |||
| 6-1162-AKP-071R1 |
Purchase Obligations | PA3219 | ||
| 6-1162-AKP-072R3 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-20 | ||
| 6-1162-AKP-073R1 |
Accident Claims and Litigation | PA3219 | ||
| 6-1162-AKP-109R3 |
Business Considerations | XX-00 | ||
| 0-0000-XXX-000X0 |
Xxxxxxxx Xxxxxxxx Rights and Substitution Rights | SA-20 | ||
| Attachment A |
Description and Price for Eligible Models | SA-20 | ||
| Attachment B |
Information Regarding MADP Rights | SA-25 | ||
| Attachment C |
Information Regarding QADP Rights | SA-25 | ||
| Attachment D |
Forms of Purchase Agreement Supplement | SA-20 | ||
| Attachment E |
Letter Agreements | SA-20 | ||
| Attachment F |
Information regarding MADP and QADP Rights if no 787s are reconfirmed | SA-20 | ||
| 6-1162-AKP-111 |
Aircraft Performance Guarantees | |||
| AAL-PA-1980-LA-1003346 |
Aircraft Performance Guarantees - 777-323ER | XX-00 | ||
| XXX-XX-0000-XX-00000X0 |
Aircraft Performance Guarantees – 777-323ER | XX-00 | ||
| 0-0000-XXX-000 |
Xxxxxx Matters | |||
| 6-1162-AKP-113 |
Model 777 Miscellaneous Commitments | |||
| 6-1162-AKP-114R1 |
Installation of Cabin Systems Equipment | SA-22 | ||
| AAL-PA-1980-LA-1003493 |
Installation of Cabin Systems Equipment – 777-323ER | SA-20 | ||
| 6-1162-AKP-115 |
Component and System Reliability Commitments | |||
| 6-1162-AKP-116 |
Price Adjustment on Rolls-Royce Engines | |||
| 6-1162-AKP-117 |
Delivery Schedule | |||
| 6-1162-AKP-118R2 |
Confidentiality | SA-20 | ||
| 6-1162-AKP-204 |
Multiple Operating Weight Program Model 777-200IGW Aircraft | SA-6 |
| P.A. No. 1980 | SA-25 |
| Table of Contents, Page vi | BOEING PROPRIETARY |
| AAL-PA-1980-LA-1003536R1 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-21 | ||
| AAL-PA-1980-LA-1003344 |
Open Configuration Matters -777-323ER | XX-00 | ||
| XXX-XX-0000-XX-0000000 |
Xxxxxxxxxxx Guarantees for Rights Aircraft | XX-00 | ||
| XXX-XX-0000-XX-0000000 |
Xxxxxxx Payments and Permitted Transactions | SA-25 | ||
| P.A. No. 1980 | SA-25 |
| Table of Contents, Page vii | BOEING PROPRIETARY |
Table 1-7
777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft
Aircraft Delivery, Description, Price and Advance Payments
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| AAL-PA-01980 | ||||
| SA-20 APR 55725 | ||||
| XX-00, XX-00, XX-00, XX 25 APR 56305 | Boeing Proprietary | SA-25 | ||
| Page 1 |
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
American Airlines, Inc.
Supplemental Exhibit BFE1-2
to Purchase Agreement Number 1980
| P.A. No. 1980 | BFE1-2 | SA-25 | ||
| Page 1 |
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 777-323ER AIRCRAFT
This Supplemental Exhibit BFE1-2 contains supplier selection dates, on-dock dates and other requirements applicable to the Model 777-323ER aircraft (Aircraft).
| 1. | Supplier Selection. |
Customer will:
Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | |
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[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | |
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| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
N/A | |
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| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | |
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| P.A. No. 1980 | BFE1-2 | SA-25 | ||
| Page 2 |
BOEING PROPRIETARY
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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| ** | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
| *** | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
| P.A. No. 1980 | BFE1-2 | SA-25 | ||
| Page 3 |
BOEING PROPRIETARY
| 2. | On-dock Dates and Other Information. |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| Item |
Preliminary On-Dock Dates | |||
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2012 Aircraft |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2012 Aircraft | |||
| Seats |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | ||
| Galleys/Furnishings |
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| Antennas & Mounting Equipment |
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| Avionics |
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| Cabin Systems Equipment |
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| Miscellaneous Emergency Equipment |
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| Textiles/Raw Material |
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| Item |
Preliminary On-Dock Dates | |||
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft | |||
| Seats |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | ||
| Galleys/Furnishings |
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| Antennas & Mounting Equipment |
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| Avionics |
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| Cabin Systems Equipment |
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| Miscellaneous Emergency Equipment |
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| Textiles/Raw Material |
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|
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| P.A. No. 1980 | BFE1-2 | SA-25 | ||
| Page 4 |
BOEING PROPRIETARY
| Item |
Preliminary On-Dock Dates | |||
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft | |||
| Seats |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | ||
| Galleys/Furnishings |
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| Antennas & Mounting Equipment |
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| Avionics |
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| Cabin Systems Equipment |
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| Miscellaneous Emergency Equipment |
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| Textiles/Raw Material |
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|
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| Item |
Preliminary On-Dock Dates | |||
| [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] 2013 Aircraft | |||
| Seats |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | ||
| Galleys/Furnishings |
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| Antennas & Mounting Equipment |
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| Avionics |
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| Cabin Systems Equipment |
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| Miscellaneous Emergency Equipment |
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| Textiles/Raw Material |
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| P.A. No. 1980 | BFE1-2 | SA-25 | ||
| Page 5 |
BOEING PROPRIETARY
| 3. | Additional Delivery Requirements - Import. |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| P.A. No. 1980 | BFE1-2 | SA-25 | ||
| Page 6 |
BOEING PROPRIETARY
Attachment B to Letter Agreement 6-1162-AKP-110R3 (Model 777)
Information Regarding MADP Rights
[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
| PA No. 1980 | SA No. 25 | Page 1 of 1 |
Attachment C to Letter Agreement 6-1162-AKP-110R3 (Model 777)
Information Regarding QADP Rights
[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
| PA No. 1980 | SA No. 25 | Page 1 of 1 |
|
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 |
AAL-PA-1980-LA-04205R3
American Airlines, Inc.
X.X. Xxx 000000
Xxxxxx-Xxxx Xxxxx Xxxxxxx, Xxxxx 00000-0000
| Subject: | Aircraft Performance Guarantees – 777-323ER | |
| Reference: | Purchase Agreement No. PA-1980 (Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 777-323ER aircraft (Aircraft) | |
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 in Table 1-7, which are exercised via Supplemental Agreements Xx. 00, 00, 00, xxx 00, Xxxxxx agrees to provide Customer with the guarantees set forth in Attachment A hereto. These guarantees are exclusive and will expire upon delivery of the Aircraft to Customer.
1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
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.
| AAL-PA-1980-LA-04205R2 | SA-25 | |||
| Performance Guarantees – 777-323ER | Page 1 |
BOEING PROPRIETARY
Very truly yours,
| THE BOEING COMPANY | ||
| By |
| |
| Its | Attorney-In-Fact | |
| ACCEPTED AND AGREED TO this | ||
| Date: |
| |
| American Airlines, Inc. | ||
| By |
| |
| Its |
| |
| AAL-PA-1980-LA-04205R2 | SA-25 | |||
| Performance Guarantees – 777-323ER | Page 2 |
BOEING PROPRIETARY
|
|
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 |
AAL-PA-1980-LA-1105629
American Airlines, Inc.
X.X. Xxx 000000
Xxxxxx-Xxxx Xxxxx Xxxxxxx, Xxxxx 00000-0000
| Subject: | Advance Payments and Permitted Transactions | |
| Reference: | Purchase Agreement No. 1980 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 777 aircraft (the Aircraft) | |
This Letter Agreement amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.
| 1. | Advance Payments for Aircraft. |
Notwithstanding Article 4.2 of the Purchase Agreement and any tables to the Purchase Agreement that set forth Boeing’s standard [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Advance Payment Schedule for exercised Rights Aircraft (“the Standard Advance Payment Schedule”), Boeing and Customer agree that the Advance Payment Schedule [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], is hereby amended as follows:
| 1.1 | Customer will make Advance Payments to Boeing in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of each Aircraft and will do so as follows (the “Modified Advance Payment Schedule”): (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
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| Advance Payments and Permitted Transactions | Page 1 | |||
BOEING PROPRIETARY
| 1.2 | Notwithstanding Section 1.3 of Letter Agreement No. 6-1162-AKP-070 entitled Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft, Customer will pay Boeing [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
| 1.3 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
| 1.4 | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
| 1.5 | Attachment A hereto sets forth the calculation of the revised Advanced Payments due as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
| 2. | Permitted Transactions. |
Notwithstanding Article 9.2 of the AGTA, Boeing agrees that Customer may from time to time prior to delivery of any Aircraft enter into arrangements and agreements with lenders, lessors or other parties (whose business includes, but may not be limited to, the financing of aircraft) for the purpose of (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (an “Advance Payment Facility”) and/or (b) consummating [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to which the right to purchase an Aircraft, and the corresponding obligation to make Advance Payments with respect thereto, are conveyed to such a party [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and, together with an Advance Payment Facility, the “Permitted Transactions”).
For the purpose of securing an Advance Payment Facility and notwithstanding the provisions of the Security Agreement between Boeing and Customer dated as of October 16, 2002, as may be subsequently amended or revised, Customer may [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] including the right to purchase an Aircraft provided that Customer and Customer’s financiers accept Boeing’s customary terms and conditions for consenting
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BOEING PROPRIETARY
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] including, but not limited to, the following:
| (i) | if Customer’s financier gives notice that it intends to exercise its [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing shall have the right to assume those rights with respect to such Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and received and retained by Boeing with respect to that Aircraft (Manufacturer’s Option); |
| (ii) | Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and obligations of Customer; |
| (iii) | Boeing shall not be subject to any additional liability as a result of the pledge of security which Boeing would not otherwise be subject to under the Purchase Agreement; |
| (iv) | the pledge of security shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the Aircraft, or any other things, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and |
| (v) | In lieu of the concessions granted to Customer under the Purchase Agreement, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] In calculating the amount payable by the financier for an Aircraft, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and this irrespective of whether the [CONFIDENTIAL PORTION OMITTED |
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BOEING PROPRIETARY
| AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
To assist Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer may execute [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Any such [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be subject to the conditions that (i) it shall not subject Boeing to any liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement and (ii) no such assignment will require Boeing to divest itself of title to or possession of the aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] the Purchase Agreement in connection with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is contingent upon Boeing’s consent, which shall not be unreasonably withheld or delayed. Boeing agrees to cooperate in good faith with Customer and to take such actions as may be reasonably requested by Customer to facilitate Permitted Transactions. Notwithstanding Paragraph 1.1 above, Advance Payments in respect of any Aircraft that is subjected to a Permitted Transaction will be made in accordance with the Standard Advance Payment Schedule. Advance Payments for all Aircraft that are not subject to Permitted Transactions will be made in accordance with Paragraph 1 above.
For avoidance of doubt, nothing within this Letter Agreement is intended to, nor shall it, derogate the rights and obligations of Boeing and Customer with regard to the financing of aircraft at or following delivery in accordance with Article 9.2 of the AGTA.
| 3. | Confidential Treatment. |
Customer and Boeing understand certain commercial and financial information contained in this Letter Agreement is considered by Boeing and Customer as confidential. Customer and Boeing agree that each will treat this Letter Agreement and
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| Advance Payments and Permitted Transactions | Page 4 | |||
BOEING PROPRIETARY
the information contained herein as confidential and will not, without the prior written consent of the other, disclose this Letter Agreement or any information contained herein to any other person or entity, except as required by law or government regulation.
| Very truly yours, | ||
| THE BOEING COMPANY | ||
| By |
| |
| Its | Attorney-In-Fact | |
| ACCEPTED AND AGREED TO this | ||
| Date: , 2011 | ||
| AMERICAN AIRLINES, INC. | ||
| By |
| |
| Its |
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| Advance Payments and Permitted Transactions | Page 5 | |||
BOEING PROPRIETARY
Attachment A
to
AAL-PA-1980-LA-1105629
entitled
Advance Payments and Permitted Transactions
[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
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Advance Payments and Permitted Transactions
BOEING PROPRIETARY
