SUPPLEMENTAL AGREEMENT NO. 4 to Purchase Agreement No. 03735 between THE BOEING COMPANY and AMERICAN AIRLINES, INC. Relating to Boeing Model 737 MAX Aircraft
Exhibit 10.3
SUPPLEMENTAL AGREEMENT NO. 4
to
Purchase Agreement No. 03735
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Relating to Boeing Model 737 MAX Aircraft
This SUPPLEMENTAL AGREEMENT No. 4 (SA-4), entered into as of June 6, 2016 (SA-4 Effective Date), by and between THE BOEING COMPANY, a Delaware corporation with offices in Washington state (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. 03735 dated February 1, 2013 relating to Boeing Model 737 MAX Aircraft, as amended and supplemented (Purchase Agreement) and capitalized terms used herein without definitions shall have the meanings specified therefore in such Purchase Agreement;
WHEREAS, Customer and Boeing desire to amend that certain Table 1R1 to change the Nominal Delivery Month to the Scheduled Delivery Month for [*CTR];
WHEREAS, Customer and Boeing desire to replace that certain Supplemental Exhibit CS1 entitled “Customer Support Variables” with the similarly titled Supplemental Exhibit CS1R1 [*CTR];
| PA 03735 | SA-4, Page 1 |
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
WHEREAS, Customer and Boeing desire to amend Letter Agreement No. AAL-PA-03735-LA-0000000X0 entitled “CS1 Special Matters” in order to further amend Supplemental Exhibit CS1R1 entitled “Customer Support Variables”;
WHEREAS, Customer and Boeing previously entered into Letter Agreement Xx. XXX-XX-00000-XX-0000000 entitled “[*CTR]”; and
NOW, THEREFORE, the parties agree that the Purchase Agreement is amended as set forth below and otherwise agree as follows:
| 1 | Table of Contents. |
The “Table Of Contents” to the Purchase Agreement referencing SA-3 in the footer is deleted in its entirety and is replaced with the new “Table Of Contents” (attached hereto) referencing SA-4 in the footer to reflect changes made to the Purchase Agreement by this SA-4. Such new Table of Contents is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
| 2 | Tables |
Table 1R1. Table 1R1 entitled “[*CTR] 737-8 Aircraft Delivery, Description, Price and Advance Payments” referencing SA-1 in the footer is deleted in its entirety and replaced with the similarly titled Table 1R2 (attached hereto) referencing SA-4 in the footer and is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
| 3 | Supplemental Exhibit. |
Supplemental Exhibit CS1 entitled “Customer Support Variables” is deleted in its entirety and replaced with the similarly titled Supplemental Exhibit CS1R1 (attached hereto) referencing SA-4 in the footer (Revised Supplemental Exhibit). The Revised Supplemental Exhibit is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
| 4 | Letter Agreement. |
4.1 Letter Agreement Xx. XXX-XX-00000-XX0000000 entitled “CS1 Matters” is deleted in its entirety and replaced with the similarly titled Xxxxxx
| XX 00000 | SA-4, Page 2 |
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Agreement No. AAL-PA-03735-LA1106673R1 (attached hereto) referencing SA-4 in the footer (Revised Letter Agreement) to incorporate further revisions to the Revised Supplemental Exhibit into the Purchase Agreement. The Revised Letter Agreement is hereby incorporated into the Purchase Agreement in replacement of its predecessor.
4.2 Letter Agreement Xx. XXX-XX-00000-XX-0000000 entitled “[*CTR]” was incorporated into the Purchase Agreement effective as of January 14, 2016 (New Letter Agreement).
| 5 | Aircraft Data and Documentation. |
5.1 Boeing agrees to [*CTR].
5.2 Boeing agrees to provide to Customer, [*CTR].
| 6 | Miscellaneous. |
6.1 The Purchase Agreement is amended as set forth above, by the revised Table of Contents, Table 1R2, the Revised Supplemental Exhibit, the Revised Letter Agreement, and the New Letter Agreement. All other terms and conditions of the Purchase Agreement remain unchanged and are in full force and effect.
6.2 References in the Purchase Agreement and any supplemental agreements and associated letter agreements to Table 1 or Table 1R1 are deemed to refer to Table 1R2.
6.3 References in the Purchase Agreement and any supplemental agreements and associated letter agreements to Supplemental Exhibit CS1 are deemed to refer to Supplemental Exhibit CS1R1.
[This space intentionally left blank]
| PA 03735 | SA-4, Page 3 |
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
| AGREED AND ACCEPTED this | ||||
| June 6, 2016 |
||||
| Date | ||||
| THE BOEING COMPANY | AMERICAN AIRLINES, INC. | |||
| /s/ The Boeing Company |
/s/ American Airlines, Inc. | |||
| Signature | Signature | |||
| The Boeing Company |
American Airlines, Inc. | |||
| Printed name | Printed name | |||
| Attorney-in-Fact |
Vice President and Treasurer | |||
| Title | Xxxxx | |||
| XX 00000 | SA-4, Page 4 |
BOEING PROPRIETARY
TABLE OF CONTENTS
| ARTICLES |
SA NUMBER | |||
| Article 1. | Quantity, Model and Description |
|||
| Article 2. | Delivery Schedule |
|||
| Article 3. | Price |
|||
| Article 4. | Payment |
|||
| Article 5. | Additional Terms |
|||
| Article 6. | Confidentiality |
|||
| TABLE |
||||
| 1R2. | Aircraft Information Table |
4 | ||
| EXHIBITS |
||||
| A. | Aircraft Configuration |
|||
| B. | Aircraft Delivery Requirements and Responsibilities |
|||
| C. | Definitions |
|||
| SUPPLEMENTAL EXHIBITS |
||||
| AE1. | [*CTR] |
|||
| BFE1. | BFE Variables |
|||
| CS1R1. | Customer Support Variables |
4 | ||
| EE1. | [*CTR] |
|||
| SLP1. | [*CTR] |
|||
| LETTER AGREEMENTS |
||||
| LA-1106648 | Special Matters |
|||
| LA-1106649 | [*CTR] |
|||
| LA-1106650R2 | [*CTR] |
3 | ||
| LA-1106651 | [*CTR] |
|||
| LA-1106652 | Aircraft Model Substitution |
|||
| XX-0000000 | XXXX Terms Revisions for MAX |
|||
| LA-1106655 | Open Matters – 000 XXX |
|||
| XX-0000000X0 | [*CTR] |
1 | ||
| LA-0000000X0 | [*CTR] |
2 | ||
| LA-1106663 R1 | [*CTR] |
2 | ||
| LA-1106664 R1 | [*CTR] |
2 | ||
| LA-1106658 | [*CTR] |
|||
| LA-1106659R1 | [*CTR] |
1 | ||
| LA-1106660 | Spare Parts Initial Provisioning |
|||
| PA-03735 | TABLE OF CONTENTS, Page 1 of 2 | SA-4 |
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
TABLE OF CONTENTS, continued
| LETTER AGREEMENTS, continued |
SA NUMBER | |||
| LA-1106661R2 | [*CTR] |
2 | ||
| LA-1106667 | [*CTR] |
|||
| LA-1106668 | [*CTR] |
|||
| LA-1106669 | [*CTR] |
|||
| XX-0000000 | Xxxxxxxxxxxxxxx |
|||
| LA-1106671R1 | Miscellaneous Commitments |
1 | ||
| LA-1106672 | [*CTR] |
|||
| LA-0000000X0* | CS1 Special Matters |
4 | ||
| LA-1106677 | [*CTR] |
|||
| LA-1600073 | [*CTR] |
4 | ||
| * - | This is an intended gap as there are no Letter Agreements LA-1106674 through LA-1106676 incorporated by the Purchase Agreement. |
| PA-03735 | TABLE OF CONTENTS, Page 2 of 2 | SA-4 |
BOEING PROPRIETARY
[*CTR]=[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
