Supplemental Agreement No. 2 to Purchase Agreement No. 3219 between The Boeing Company and American Airlines, Inc. Relating to Boeing Model 787-9 Aircraft
Exhibit 10.2
Supplemental Agreement No. 2
to
Purchase Agreement No. 3219
between
The Boeing Company
and
American Airlines, Inc.
Relating to Boeing Model 787-9 Aircraft
THIS SUPPLEMENTAL AGREEMENT No. 2, entered into as of July 21, 2010, (SA 2) by and
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 as of October 15,
2008, relating to Boeing Model 787-9 aircraft (the Purchase Agreement). Capitalized terms used
herein without definitions shall have the meanings specified therefore in such Purchase Agreement;
WHEREAS, on or about June 22, 2009, Boeing provided Customer with a revised delivery schedule
for the Aircraft and did so in the form of Supplemental Agreement No. 1. Supplemental Agreement
No. 1 was never executed by Customer and Boeing thus resulting in this Supplemental Agreement No. 2
being the first such supplement to Purchase Agreement No. 3219.
WHEREAS, the deliveries of the Aircraft have been rescheduled as set forth herein;
WHEREAS, Customer and Boeing entered into Letter Agreement No. 6-1162-CLO-1031 entitled
Performance Guarantee Matters whereby Boeing had the obligation to provide to Customer
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT];
WHEREAS, Customer has selected the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT];
| P.A. No. 3219 | SA-2 | |||
| AAL | ||||
| BOEING PROPRIETARY |
NOW THEREFORE, in consideration of the mutual covenants herein contained, the parties agree to
amend the Purchase Agreement as follows:
1. The Table of Contents is removed in its entirety and replaced with a revised Table
of Contents, attached hereto, which sets forth the appropriate SA-2 references. The
Table of Contents is hereby made part of the Purchase Agreement.
2. Table 1 entitled “Aircraft Delivery, Description, Price and [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] is deleted in its entirety and replaced with a revised Table 1 R1, attached
hereto, which reflects revised delivery dates for the Firm Aircraft. Table 1 R1 is
hereby made part of the Purchase Agreement.
3. Table 1 entitled “Aircraft Delivery, Description, Price and [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT] is deleted in its entirety as Customer has chosen the [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
4. Supplemental Exhibit BFE1 entitled “Buyer Furnished Equipment Variables” is deleted
in its entirety and replaced with a revised BFE1, attached hereto, which sets forth
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]. Supplemental Exhibit BFE1 is hereby made part of
the Purchase Agreement.
5. Supplemental Xxxxxxx XX0 entitled [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is deleted in its
entirety as Customer has chosen the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
6. Letter Agreement No. 6-1162-CLO-1031 entitled “Performance Guarantee Matters” is
deleted in its entirety and replaced with a revised letter agreement, which sets for
the [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A
| P.A. No. 3219 | SA-2 | |||
| AAL | ||||
| BOEING PROPRIETARY |
REQUEST FOR CONFIDENTIAL TREATMENT]. Letter Agreement No. 6-1162-CLO-1031R1 is hereby
made part of the Purchase Agreement.
7. Letter Agreement No. 6-1162-CLO-1032 entitled [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
is deleted in its entirety and replaced with a revised letter agreement, which sets
forth revised dates for [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]. Letter Agreement No.
6-1162-CLO-1032R1 is hereby made part of the Purchase Agreement.
8. Letter Agreement No. 6-1162-CLO-1045 entitled [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
is deleted in its entirety and replaced with a revised letter agreement, which sets
forth the current execution date as it relates to the Aircraft set forth in Table 1 and
Attachment C to Letter Agreement No. 6-1162-TRW-0664 entitled Aircraft Purchase Rights
and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]. Letter Agreement No. No. 6-1162-CLO-1045R1 is
hereby made part of the Purchase Agreement.
9. Letter Agreement No. 6-1162-CLO-1048 entitled “Final Matters” is deleted in its
entirety in consideration of the terms and conditions set forth in this Supplemental
Agreement No. 2.
10. Attachments A, B, and C to Letter Agreement No. 6-1162-TRW-0664 entitled “Aircraft
Purchase Rights and [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]” are deleted in their
entirety and replaced with revised Attachments A, B, and C, which set forth the revised
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]. Revised Attachments A, B, and C are hereby made
part of the Purchase Agreement.
11. Letter Agreement No. 6-1162-TRW-0665 entitled [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
is deleted in its entirety as Customer has chosen the [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
| P.A. No. 3219 | SA-2 | |||
| AAL | ||||
| BOEING PROPRIETARY |
12. Letter Agreement No. 6-1162-TRW-0666 entitled [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
is deleted in its entirety as Customer has chosen the [CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
13. Letter Agreement No. 6-1162-TRW-0674 entitled “Business Considerations” is deleted
in its entirety and replaced with a revised letter agreement, which [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]. Letter Agreement No. 6-1162-TRW-0674R1 is hereby made part of
the Purchase Agreement.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
| P.A. No. 3219 | SA-2 | |||
| AAL | ||||
| BOEING PROPRIETARY |
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, 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: | ||||||||
Its:
|
Attorney-In-Fact | Its: | ||||||||
| P.A. No. 3219 | SA-2 | |||
| AAL | ||||
| BOEING PROPRIETARY |
TABLE OF CONTENTS
| SA | ||||||||
| NUMBER | ||||||||
ARTICLES |
||||||||
1. Quantity, Model and Description |
||||||||
2. Delivery Schedule |
||||||||
3. Price |
||||||||
4. Payment |
||||||||
5. Miscellaneous |
||||||||
6. Confidential Treatment |
||||||||
TABLE |
||||||||
| XX-2 | ||||||||
1 R1. Aircraft Information Table – GENX |
SA-2 | |||||||
EXHIBIT |
||||||||
A. Aircraft Configuration |
||||||||
B. Aircraft Delivery Requirements and Responsibilities |
||||||||
C. Defined Terms |
||||||||
SUPPLEMENTAL EXHIBITS |
||||||||
AE1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] |
||||||||
BFE1. Buyer Furnished Equipment Variables |
SA-2 | |||||||
CS1. 787 Customer Support Document |
||||||||
EE1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] |
||||||||
| P.A. No. 3219 | SA-2 | |||
| BOEING PROPRIETARY |
i
| SA | ||||||||
| NUMBER | ||||||||
| SA-2 | ||||||||
SLP1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT] |
||||||||
| P.A. No. 3219 | SA-2 | |||
| BOEING PROPRIETARY |
ii
| SA | ||||||
| NUMBER | ||||||
LETTER AGREEMENTS |
||||||
3219-01 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
||||||
3219-02 Special Terms – Seats and In-Flight Entertainment |
||||||
3219-04 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY
WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
||||||
3219-05 Spare Parts Commitments |
||||||
3219-06 Spare Parts Initial Provisioning |
||||||
3219-08 Open Configuration Matters |
||||||
6-1162-AKP-071R1 Purchase Obligations |
||||||
6-1162-AKP-072R2 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] |
||||||
6-1162-AKP-073R1 Accident Claims and Litigation |
||||||
6-1162-CLO-1031R1 [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-2 | |||||
6-1162-CLO-1032R1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-CLO-1039 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
6-1162-CLO-1043 787 Inspection Process |
SA-2 | |||||
6-1162-CLO-1042 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] |
||||||
6-1162-CLO-1045R1 [CONFIDENTIAL PORTION OMITTED
AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT] |
SA-2 | |||||
6-1162-CLO-1046 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] |
||||||
6-1162-CLO-1047 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] |
||||||
| SA-2 | ||||||
6-1162-CLO-1049 CS1 Matters |
||||||
6-1162-TRW-0664 Aircraft Purchase Rights and Substitution Rights |
||||||
Attachment A – MADP Exercise Dates |
SA-2 | |||||
Attachment B – QADP Exercise Dates |
SA-2 |
| P.A. No. 3219 | SA-2 | |||
| BOEING PROPRIETARY |
iii
| SA | ||||||
| NUMBER | ||||||
Attachment C – MADP & QADP |
SA-2 | |||||
Rights Aircraft |
||||||
| SA-2 | ||||||
| SA-2 | ||||||
6-1162-TRW-0667 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] |
||||||
6-1162-TRW-0668 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT] |
||||||
6-1162-TRW-0670 Miscellaneous Commitments for Model 787 Aircraft |
||||||
6-1162-TRW-0671 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] |
||||||
6-1162-TRW-0672 [CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT] |
||||||
6-1162-TRW-0673 Confidentiality |
||||||
6-1162-TRW-0674R1 Business Considerations |
XX-0 |
| X.X. Xx. 0000 | XX-0 | |||
| XXXXXX PROPRIETARY |
iv
Table 1 R1 To
Purchase Agreement No. PA-03219
Aircraft Delivery, Description, Price and
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO
A REQUEST FOR CONFIDENTIAL TREATMENT]
A REQUEST FOR CONFIDENTIAL TREATMENT]
| AAL-PA-03219 54329-1F.TXT | Boeing Proprietary | |||
| SA-2 |
Page 1
Table 1 R1 To
Purchase Agreement No. PA-03219
Aircraft Delivery, Description, Price and
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
REQUEST FOR CONFIDENTIAL TREATMENT]
| AAL-PA-03219 54329-1F.TXT | Boeing Proprietary | |||
| SA-2 |
Page 2
Table 1 R1 To
Purchase Agreement No. PA-03219
Aircraft Delivery, Description, Price and
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
REQUEST FOR CONFIDENTIAL TREATMENT]
| AAL-PA-03219 54329-1F.TXT | Boeing Proprietary | |||
| SA-2 |
Page 3
BUYER FURNISHED EQUIPMENT VARIABLES
between
THE BOEING COMPANY
and
AMERICAN AIRLINES, INC.
Supplemental Exhibit BFE1 to Purchase Agreement Number 3219
| P.A. No. 3219 | BFE1 | SA-2 |
BOEING PROPRIETARY
BUYER FURNISHED EQUIPMENT VARIABLES
relating to
BOEING MODEL 787 AIRCRAFT
This Supplemental Exhibit BFE1 contains vendor selection dates, on-dock dates and other
requirements applicable to the Aircraft.
1. Supplier Selection.
Customer will select and notify Boeing of the suppliers of the following items by the
following dates:
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
2. Certification Document.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
3. Import
Customer will insure that Customer’s BFE suppliers provide sufficient information to enable Boeing,
when acting as Importer of Record for Customer’s BFE, to comply with all applicable provisions of
the U.S. Customs Service.
| P.A. No. 3219 | BFE1-1 | SA-2 |
BOEING PROPRIETARY
4. Delivery 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
Premium Class (PC) Seats [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
Lifevests [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
(As specified in Option Number ___)
Galley Meal Carts [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(As specified in Option Number ___)
| P.A. No. 3219 | BFE1-2 | SA-2 |
BOEING PROPRIETARY
6-1162-CLO-1031R1
American Airlines, Inc.
X.X. Xxx 000000
Xxxxxx-Xxxx Xxxxx Xxxxxxx
Xxxxx 00000-0000
X.X. Xxx 000000
Xxxxxx-Xxxx Xxxxx Xxxxxxx
Xxxxx 00000-0000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
| Reference: | (a) Purchase Agreement No. 3219 (the Purchase Agreement) between The Boeing Company
(Boeing) and American Airlines, Inc. (Customer) relating to Model 787-923 aircraft (the
Aircraft) (b) Letter Agreement No. 6-1162-TRW-0671 entitled Performance Guarantees (the Performance Guarantees) |
This letter agreement (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. [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].
[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. 3219 | SA-2 | |
| Performance Guarantee Matters |
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-CLO-1031R1 Page 2
6-1162-CLO-1031R1 Page 2
2. [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].
3. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations
described in this Letter Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
| P.A. No. 3219 | SA-2 | |
| Performance Guarantee Matters |
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-CLO-1031R1 Page 3
6-1162-CLO-1031R1 Page 3
4. 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.
| Very truly yours, | ||||
| THE BOEING COMPANY | ||||
By |
||||
Its
|
Attorney-In-Fact | |||
| ACCEPTED AND AGREED TO this | ||||
Date:
|
July 21, 2010 | |||
| AMERICAN AIRLINES, INC. | ||||
By |
||||
Its |
||||
| P.A. No. 3219 | SA-2 | |
| Performance Guarantee Matters |
BOEING PROPRIETARY
6-1162-CLO-1032R1
American Airlines, Inc.
X.X. Xxx 000000
Xxxxxx-Xxxx Xxxxx Xxxxxxx
Xxxxx 00000-0000
X.X. Xxx 000000
Xxxxxx-Xxxx Xxxxx Xxxxxxx
Xxxxx 00000-0000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
Reference:
|
(a) Purchase Agreement No. 3219 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787-923 aircraft (the Aircraft) | |
| (b) Purchase Agreement No. 1979 between The Boeing Company and American Airlines, Inc. relating to Model 767-323ER aircraft | ||
| ( c) Purchase Agreement No. 1980 between The Boeing Company and American Airlines, Inc relating to Model 777-223IGW aircraft | ||
| (d) Security Agreement dated October 16, 2002, as subsequently amended, between The Boeing Company and American Airlines, Inc. |
This letter agreement (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. Introduction.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
2. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
| P.A. No. 3219 | SA-2 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-CLO-1032R1 Page 2
6-1162-CLO-1032R1 Page 2
2.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
2.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
2.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
2.4 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
3. [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. 3219 | SA-2 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-CLO-1032R1 Page 3
6-1162-CLO-1032R1 Page 3
4. Availability of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]:
4.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]:
4.1.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4.1.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]:
4.2.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
4.2.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION
PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
4.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
5. Purchase Obligations.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
| P.A. No. 3219 | SA-2 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-CLO-1032R1 Page 4
6-1162-CLO-1032R1 Page 4
6. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
6.1 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
6.2 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
6.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
7. Subsequent Agreement Amendments.
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
8. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations
described in this Letter Agreement [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE
COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT].
| P.A. No. 3219 | SA-2 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
BOEING PROPRIETARY
American Airlines, Inc.
6-1162-CLO-1032R1 Page 5
6-1162-CLO-1032R1 Page 5
9. Confidential Treatment.
Customer understands and agrees that the information contained herein represents confidential
business information and has value precisely because it is not available generally or to other
parties. Customer agrees to 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.
Very truly yours,
THE BOEING COMPANY
By
Its Attorney-In-Fact
ACCEPTED AND AGREED TO this
Date: July 21, 2010
AMERICAN AIRLINES, INC.
By
Its
Attachments:
| 1. | [CONFIDENTIAL PORTION OMITTED | ||
| 2. | AND FILED SEPARATELY WITH THE | ||
| 3. | COMMISSION PURSUANT TO A REQUEST | ||
| 4. | FOR CONFIDENTIAL TREATMENT] |
| P.A. No. 3219 | SA-2 |
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]
BOEING PROPRIETARY
6-1162-CLO-1045R1
American Airlines, Inc.
X.X. Xxx 000000
Xxxxxx-Xxxx Xxxxx Xxxxxxx
Xxxxx 00000-0000
X.X. Xxx 000000
Xxxxxx-Xxxx Xxxxx Xxxxxxx
Xxxxx 00000-0000
Subject: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
| Reference: | (a) | Purchase Agreement No. 3219 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787-923 aircraft (the Aircraft) | |
| (b) | [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] | ||
| (c) | Letter Agreement No. 6-1162-TRW-0664 entitled Aircraft Purchase Rights and Substitution Rights |
This letter agreement (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. [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. 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 becoming
the operator of the Aircraft and cannot be assigned, in whole or in part, without the prior written
consent of Boeing.
P.A. No. 3219 |
SA-2 | |
| Treatment of Aircraft Delivering Beyond the MFC Period | ||
| BOEING PROPRIETARY |
||
American Airlines, Inc.
6-1162-CLO-1045R1 Page 2
6-1162-CLO-1045R1 Page 2
3 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.
| Very truly yours, | ||||||
| THE BOEING COMPANY | ||||||
By |
||||||
Its
|
Attorney-In-Fact | |||||
| ACCEPTED AND AGREED TO this | ||||||
Date:
|
July 21, 2010 | |||||
| AMERICAN AIRLINES, INC. | ||||||
By |
||||||
Its |
||||||
P.A. No. 3219 |
SA-2 | |
| Treatment of Aircraft Delivering Beyond the MFC Period | ||
| BOEING PROPRIETARY |
||
6-1162-TRW-0674R1
American Airlines, Inc.
X.X. Xxx 000000
Xxxxxx-Xxxx Xxxxx Xxxxxxx, Xxxxx 00000-0000
X.X. Xxx 000000
Xxxxxx-Xxxx Xxxxx Xxxxxxx, Xxxxx 00000-0000
| Subject: | Business Considerations | |
| Reference: | Purchase Agreement No. 3219 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787-923 aircraft (Aircraft) and 787-323 and 787-823 Substitute Aircraft (each Substitute Aircraft) |
This letter agreement (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. Basic Credit.
[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]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
P.A. No. 3219
|
SA-2 | |
| Business Considerations | ||
| BOEING PROPRIETARY |
||
American Airlines, Inc.
6-1162-TRW-0674R1
Page 2
6-1162-TRW-0674R1
Page 2
2. Simulator Package[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].
3. Delivery Reschedule Credit Memorandum.
[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]
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT].
4. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT].
P.A. No. 3219
|
SA-2 | |
| Business Considerations | ||
| BOEING PROPRIETARY |
||
American Airlines, Inc.
6-1162-TRW-0674R1
Page 3
6-1162-TRW-0674R1
Page 3
5. Confidential Treatment.
Customer and Boeing understand that certain commercial and financial information contained in
this Letter Agreement are considered by Boeing and Customer as confidential. Customer and Boeing
agree that each will treat this Letter Agreement and 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 provided in
this Letter Agreement and or the Purchase Agreement.
| Very truly yours, | ||||||
| THE BOEING COMPANY | ||||||
By |
||||||
Its
|
Attorney-In-Fact | |||||
| ACCEPTED AND AGREED TO this | ||||||
Date:
|
July 21, 2010 | |||||
| AMERICAN AIRLINES, INC. | ||||||
By |
||||||
Its |
||||||
P.A. No. 3219
|
SA-2 | |
| Business Considerations | ||
| BOEING PROPRIETARY |
||
Attachment A to Letter Agreement 6-1162-TRW-0664
MADP Option
Rights Aircraft Exercise Lead Time Exercise Date
| PA 3219 | Page 1 of 0 | |
| XX-0 |
Xxxxxxxxxx X to Letter Agreement 6-1162-TRW-0664
QADP Option
Rights Aircraft Exercise Lead Time Exercise Date
| PA 3219 | Page 1 of 1 | |
| SA-2 |
Attachment C to Letter Agreement No. LA Number No. 6-1162-TRW-0664
Rights Aircraft Delivery, Description, Price and
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
REQUEST FOR CONFIDENTIAL TREATMENT]
| 54329-10.TXT | Boeing Proprietary | Page 1 MADP’s | ||
| SA-2 |
Attachment C to Letter Agreement No. LA Number No. 6-1162-TRW-0664
Rights Aircraft Delivery, Description, Price and
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
REQUEST FOR CONFIDENTIAL TREATMENT]
| 54329-10.TXT | Boeing Proprietary | Page 2 MADP’s | ||
| SA-2 |
Attachment C to Letter Agreement No. LA Number No. 6-1162-TRW-0664
Rights Aircraft Delivery, Description, Price and
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
REQUEST FOR CONFIDENTIAL TREATMENT]
| 54329-10.TXT | Boeing Proprietary | Page 1 QADP’s | ||
| SA-2 |
Attachment C to Letter Agreement No. LA Number No. 6-1162-TRW-0664
Rights Aircraft Delivery, Description, Price and
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
REQUEST FOR CONFIDENTIAL TREATMENT]
| 54329-10.TXT | Boeing Proprietary | Page 2 QADP’s | ||
| SA-2 |
Attachment 1 – 767 MAPD and QADP upon execution of this Letter Agreement
Attachment B to Letter Agreement 6-1162-AKP-100R2 (Model 767)
MADP Rights Aircraft Delivery Months and Exercise Dates
MADP Rights Aircraft Delivery Months and Exercise Dates
| PA No. 1979 | SA No. 8 | Page 1 of 1 |
Attachment 1 — 767 MAPD and QADP upon execution of this Letter Agreement
Attachment C to Letter Agreement 6-1162-AKP-100R2 (Model 767)
QADP Rights Aircraft Delivery Quarters and Exercise Dates
QADP Rights Aircraft Delivery Quarters and Exercise Dates
| PA No. 1979 | SA No. 8 | Page 1 of 1 |
Attachment 2 – 777 MADP and QADP upon execution of this Letter Agreement
Attachment B to Letter Agreement 6-1162-AKP-110R2 (Model 777)
MADP Rights Aircraft Delivery Months and Exercise Dates
MADP Rights Aircraft Delivery Months and Exercise Dates
| PA No. 1980 | SA No. 20 | Page 1 of 1 |
Attachment 2 – 777 MADP and QADP upon execution of this Letter Agreement
Attachment C to Letter Agreement 6-1162-AKP-110R2 (Model 777)
QADP Rights Aircraft Delivery Quarters and Exercise Dates
QADP Rights Aircraft Delivery Quarters and Exercise Dates
| PA No. 1980 | SA No. 20 | Page 1 of 1 |
Attachment 3 – 767 MADP and QADP if no 787s are
[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]
Attachment B to Letter Agreement 6-1162-AKP-100R2 (Model 767)
MADP Rights Aircraft Delivery Months and Exercise Dates
MADP Rights Aircraft Delivery Months and Exercise Dates
| PA No. 1979 | SA No. 8 | Page 1 of 1 |
Attachment 3 – 767 MADP and QADP if no 787s are
[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]
Attachment C to Letter Agreement 6-1162-AKP-100R2 (Model 767)
QADP Rights Aircraft Delivery Quarters and Exercise Dates
QADP Rights Aircraft Delivery Quarters and Exercise Dates
| PA No. 1979 | SA No. 8 | Page 1 of 1 |
Attachment 4 – 777 MADP and QADP if no 787s are
[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]
Attachment B to Letter Agreement 6-1162-AKP-110R2 (Model 777)
MADP Rights Aircraft Delivery Months and Exercise Dates
MADP Rights Aircraft Delivery Months and Exercise Dates
| PA No. 1980 | SA No. 20 | Page 1 of 1 |
Attachment 4 – 777 MADP and QADP if no 787s are
[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]
Attachment C to Letter Agreement 6-1162-AKP-110R2 (Model 777)
QADP Rights Aircraft Delivery Quarters and Exercise Dates
QADP Rights Aircraft Delivery Quarters and Exercise Dates
| PA No. 1980 | SA No. 20 | Page 1 of 1 |
