Reference: Purchase Agreement No. 3219 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 787 aircraft (the Aircraft)
American
Airlines, Inc.
6-1162-TRW-0670
Page
6-1162-TRW-0670
American
Airlines, Inc.
X.X. Xxx
000000
Xxxxxx-Xxxx
Xxxxx Xxxxxxx, Xxxxx 00000-0000
Subject: Miscellaneous
Commitments for Model 787 Aircraft
|
Reference:
|
Purchase
Agreement No. 3219 (the Purchase Agreement) between The Boeing Company
(Boeing) and American Airlines, Inc. (Customer) relating to Model 787
aircraft (the Aircraft)
|
This
letter agreement (Letter Agreement) is entered into on the date below, and
amends and supplements the Purchase Agreement. All capitalized terms used herein
but not otherwise defined in this Letter Agreement have the same meaning as in
the Purchase Agreement.
For ease
of reference, a “Table of Contents” has been added as Attachment A to this
Letter Agreement.
1. AGTA.
1.1 Taxes.
Section 2.2 of the AGTA is replaced in
full by the following new provision:
“2.2 Taxes.
2.2.1 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
2.2.2 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
2.2.3 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]..
2.2.4 [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].
2.2.5 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
2.2.6 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
1.2 Customs
Duties.
1.2.1 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
1.2.2 Boeing
provides the information in the preceding Section 1.2.1 to Customer as a
courtesy, and not in lieu of professional opinions rendered by counsel of
Customer’s choice, subject to the limitations that Boeing assumes no
responsibility for the accuracy or timeliness of such information, and that
Customer agrees it will assert no claim against Boeing based on such
information.
1.3 Rate of
Interest.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
1.4 Advanced Payment
Increases.
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
1.5 FAA Manufacturer
Changes.
Section 3.2.2 of the AGTA is replaced
in full by the following new provision:
“3.2.2 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].”
1.6 FAA Operator
Changes.
Section 3.3.2 of the AGTA is replaced
in full by the following new Section 3.3.2:
“3.3.2 Cost of Operator
Changes.
3.3.2.1 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].:
(a) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
(b) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
3.3.2.2 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]:
(a) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
(b) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
3.3.2.3 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]:
(a) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].,
(b) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
(c) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].”
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1.7
|
Development Change and
Manufacturer Change Production Revision
Records.
|
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
1.8 Part 121 Compliance
Review.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
1.9 Condition of Aircraft
Suffering Damage.
The AGTA is amended by adding the
following new Section 5.6 after Section 5.5 of the AGTA.
“[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].”
.”
1.10 Target Delivery
Dates.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
1.11 Customer Delay in Acceptance
of Aircraft.
Section 6.4 of the AGTA is replaced in
full by the following new provision:
“[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].
1.12 Customer Delay Due to Allied
Pilots Association Strike.
The following new Section 6.5 is added
to the AGTA after Section 6.4:
“6.5 Customer Delay Due to Allied
Pilots Association Strike.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]:
6.5.1 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT];
6.5.2 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
6.5.3 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].”
1.13 Liquidated Damages and Right
of Termination.
1.13.1 [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].
1.13.3 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
1.13.4 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
1.14 Notice to Customer in the
Event of an Excusable Delay.
Section 7.2 of the AGTA is replaced in
full by the following new provision:
“[CONFIDENTIAL PORTION OMITTED AND
FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].”
1.15 Aircraft Damaged Beyond
Repair.
Section
7.5 of the AGTA is replaced in full by the following new provision:
“7.5 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].”
1.16 Termination.
Section 7.6 of the AGTA is replaced in
full by the following new provision:
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
1.17 Excusable
Delay.
The AGTA is amended by adding the
following provision immediately following Section 7.7:
“7.8 Section
7.5 of the AGTA is replaced in full by the following new provision:
“7.5 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].”
1.18 Risk
Allocation/Insurance.
1.18.1 Article
8 of the AGTA is replaced in full by the following new provisions:
“Article
8. Risk
Allocation/Insurance.
8.1 [CONFIDENTIAL
PORTION OMITTED AND FILED
SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
8.1.1 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
8.1.2 Boeing
Insurance.
(a) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
(b) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
(c) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
.
8.1.3 Definition of
Customer. For the purpose of Section 8.1, the term “Customer”
includes American Airlines, Inc., its divisions, any wholly-owned subsidiary of
American Airlines, Inc. which is assigned any rights or delegated any duties as
permitted under the applicable Purchase Agreement, the permitted assignees under
the applicable Purchase Agreement, and their respective directors, officers and
employees.
8.2 Title and Risk with
Customer.
8.2.1 [CONFIDENTIAL
PORTION OMITTED AND
FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
8.2.2 [CONFIDENTIAL
PORTION OMITTED AND
FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
8.2.3 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
8.2.4 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
8.2.5 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
8.2.6 Definition of
Boeing. For purposes of this Article 8.2, the term “Boeing”
includes The Boeing Company, its divisions, any wholly-owned subsidiary of The
Boeing Company which is assigned any rights or obligations in accordance with
Section 9.1 of the AGTA, the permitted assignees under the applicable Purchase
Agreement, provided that such assignees or subsidiaries have performed services
under the Customer Support Document to the AGTA and Supplemental Exhibit CS1 to
the Purchase Agreement, and their respective directors, officers and
employees.”
1.18.2 The
insurance certificate provided by Boeing pursuant to Section 8.1.2(c) of the
AGTA (as amended by this Letter Agreement) shall be substantially in the form of
the certificate attached to this Letter Agreement as Attachment B.
1.19 Alteon Interface
Commitment.
1.19.1 Section
9.1.5 of the AGTA is replaced in full by the following new
provisions:
“9.1.5 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]:
9.1.5.1 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
9.1.5.2 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
1.20 Exculpatory Clause in
Post-Delivery Sale or Lease.
Section 9.7 of the AGTA is replaced in
full by the following new provision:
“9.7 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
”
1.21 Termination for Certain
Events.
1.21.1 Article
10 of the AGTA is replaced in full by the following new provision:
“Article
10. Termination for Certain
Events.
10.1 Termination. If
either party:
(i) [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
(ii) [CONFIDENTIAL PORTION
OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR
CONFIDENTIAL TREATMENT]
10.2 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
1.22 FAA
Grounding.
1.22.1 [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]
1.22.2 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
1.23 FAA ETOPS
Prevention.
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
1.24 Duplicate
Remedies.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
2. Line Station Spare Parts
Support.
Customer, at its option, may
participate in the use of spare parts held by Boeing at any line station in
accordance with the reasonable terms and conditions set forth by Boeing for such
participation.
3. Product Assurance (Exhibit
C).
3.1 Disclaimer and Release;
Exclusion of Liabilities.
Section 11 of Part 2 of the Product
Assurance Document is replaced in full by the following new
provision:
“11. Disclaimer and Release;
Exclusion of Liabilities.
11.1 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
|
|
(A)
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
|
|
(B)
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
|
|
(C)
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
(D) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
11.2 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
.
11.3 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
11.4 Definitions. For
the purpose of this Section 11, “BOEING” or “Boeing” is defined as The Boeing
Company, its divisions, subsidiaries, Affiliates, the assignees of each, and
their respective directors, officers, employees and agents.”
3.2 Reimbursement for Service
Bulletin Corrections.
Section 7.3.2 of Part 2 of the Product
Assurance Document is replaced in full by the following provision:
“7.3.2 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]:
|
(a)
|
[CONFIDENTIAL
PORTION OMITTED AND
|
FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
|
(b)
|
[CONFIDENTIAL
PORTION OMITTED AND
|
FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
3.3 FAR 145
Requirements.
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
3.4 Warranty Claim, Response and
Payment Time.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
3.5 Maximum
Reimbursement.
The following provision is added to the
end of Section 4.5 of Part 2 to the Product Assurance Document:
“[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].”
3.6 Additional Service Life
Policy Covered Components.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]:
3.6.1 Additional Service Life
Policy Covered Components.
3.6.1.1 For
purposes of Part 3 of the Product Assurance Document, the following additional
items (Additional SLP Components) shall be deemed to be “SLP Components”, as
defined in Section 1 of Part 3 of the Product Assurance Document:
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].
3.6.1.2 [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]
3.6.1.3 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
3.6.2 [CONFIDENTIAL
PORTION OMITTED AND FILED
SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
.
3.6.2.1 [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]
|
(i)
|
[CONFIDENTIAL
PORTION OMITTED AND FILED
|
SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
|
(ii)
|
[CONFIDENTIAL
PORTION OMITTED AND FILED
|
SEPARATELY
WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
|
|
(iii)
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
3.7 Conditions and Limitations
to the Service Life Policy.
3.7.1 The
following Section 4.5 is added to Part 3 of the Product Assurance
Document:
“4.5 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].”
3.7.2 [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]
|
3.8
|
Boeing Back-Up of
Supplier Turnaround Time
Commitments.
|
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
3.9 Supplier Warranty
Commitment.
Section 1 of Part 4 of the Product
Assurance Document is replaced in full by the following new Section
1:
“1. Supplier Warranties and
Supplier Patent Indemnities.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT].”
3.10 Engine/Airframe Interface
Commitment.
[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]:
(a) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT];
(b) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
(c) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
|
|
.
|
3.11 Boeing Indemnities Against
Patent and Copyright Infringement.
Part 6 of the Product Assurance
Document is replaced in full by the following new provision:
“PRODUCT
ASSURANCE DOCUMENT
PART
6: BOEING
INDEMNITIES AGAINST PATENT AND COPYRIGHT INFRINGEMENT AND TRADE SECRET
MISAPPROPRIATION
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]:
(a)
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(b) [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. Indemnity Against Copyright
Infringement.
[CONFIDENTIAL PORTION OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT]
:
(a)
[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT
TO A REQUEST FOR CONFIDENTIAL TREATMENT]
(b) [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. Indemnity Against Trade
Secret Misappropriation.
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]:
(a) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
(b) [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. Exceptions, Limitations and
Conditions.
4.1 [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].
4.3 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
4.4 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
4.5 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
4.6 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
4.7 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
4.8 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
4.9 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
4.10 For
the purposes of this Part 6, “BOEING” or “Boeing” is defined as The Boeing
Company, its divisions, wholly owned subsidiaries, the permitted assignees of
each, and their respective directors, officers, employees and
agents.
4.11
For the purposes of this Part 6, “Customer” is defined as American Airlines,
Inc., its divisions, wholly owned subsidiaries, the permitted assignees of each,
and their respective directors, officers, employees and agents.”
4. Performance.
4.1 Performance Guarantees/Data
Base Changes.
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].
4.1.3 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]:
(a) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
(b) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
(c) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
(d) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
4.1.4 Upon
the occurrence of any performance data base change, Boeing agrees to take the
following action:
(a) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
(b) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
(c) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
(d) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
(e) [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
4.1.5 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
4.1.6 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
5. [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].
5.1 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
5.2 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
5.3 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
5.4 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
5.5 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
5.6 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
5.7 [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT].
6. Assignment.
This
Letter Agreement is being provided to Customer as an accommodation and cannot be
assigned, in whole or in part, without the prior written consent of
Boeing.
7. 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 or the applicable Purchase
Agreement.
Very
truly yours,
THE
BOEING COMPANY
By
Its Attorney-In-Fact
ACCEPTED
AND AGREED TO this
Date:
,
2008
AMERICAN
AIRLINES, INC.
By
Its
Attachment
A - Table of Contents
Attachment
B - Form of Insurance Certificate of Boeing
P.A. No.
3219
Miscellaneous
Commitments for Model 787 Aircraft
BOEING
PROPRIETARY
Attachment
A to
6-1162-TRW-670
Page
Table
of Contents
Subject Paragraph
1. AGTA
Taxes
(Art.
2) 1.1
Customs
Duties (Art.
2) 1.2
Rate of
Interest (Art.
2) 1.3
Advanced
Payment Increases (Art.
2) 1.4
FAA
Manufacturer Changes (Art.
3) 1.5
FAA
Operator Changes (Art.
3) 1.6
Development
Change and Manufacturer Change Production
Revision
Records (Art.
4) 1.7
Part 121
Compliance Review (Art.
4) 1.8
Condition
of Aircraft Suffering Damage (Art. 5)1.9
Target
Delivery Dates (Art.
6) 1.10
Customer
Delay in Acceptance of Aircraft (Art.
6) 1.11
Customer
Delay Due to Allied Pilots Association Strike (Art. 6)1.12
Liquidated
Damages and Right of Termination (Art. 7)1.13
Notice to
Customer in the Event of an Excusable Delay (Art. 7)1.14
Aircraft
Damaged Beyond Repair (Art.
7) 1.15
Termination
(Art.
7) 1.16
Excusable
Delay (Art.
7) 1.17
Risk
Allocation/Insurance (Art.
8) 1.18
Alteon
Interface Commitment (Art
9) 1.19
Exculpatory
Clause in Post-Delivery Sale or Lease (Art. 9)1.20
Termination
for Certain Events (Art.
10) 1.21
FAA
Grounding 1.22
FAA ETOPS
Prevention 1.23
Duplicate
Remedies 1.24
2. Line Station Spare Parts
Support
3. Product Assurance (Exhibit
C)
Disclaimer
and Release; Exclusion of Liabilities (Part 2)3.1
Reimbursement
for Service Bulletin Corrections (Part 2)3.2
FAR 145
Requirements (Part
2) 3.3
Warranty
Claim, Response and Payment Time (Part 2)3.4
Maximum
Reimbursement (Part
2) 3.5
Additional
Service Life Policy Covered Components (Part 3)3.6
Conditions
and Limitations to the Service Life Policy (Part 3)3.7
Boeing
Back-Up of Supplier Turnaround Time3.8
Commitments
(Part 4)
Supplier
Warranty Commitment (Part
4) 3.9
Engine/Airframe
Interface Commitment (Part 5)3.10
Boeing
Indemnities Against Patent and
Copyright 3.11
Infringement
(Part 6)
4. Performance
Performance
Guarantees/Data Base
Changes 4.1
5. [CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST
FOR CONFIDENTIAL TREATMENT]
6. Assignment
7. Confidential
Treatment
P.A. No.
3219
Miscellaneous
Commitments for Model 787 Aircraft
BOEING
PROPRIETARY
Sample
Insurance Certificate (Boeing)
BROKER’S LETTERHEAD
[ date
]
Certificate
of Insurance Ref.
No.
THIS
IS TO CERTIFY TO:
|
|
American
Airlines, Inc. (hereinafter
“American”)
|
|
|
P.O.
Box 619616
|
|
|
Dallas-Fort
Xxxxx Xxxxxxx,
Xxxxx 00000-0000
|
that
Insurers, EACH FOR HIS OWN PART AND NOT ONE FOR THE OTHER, are providing the
following insurance:
|
NAMED
INSURED:
|
The
Boeing Company (hereinafter
“Boeing”)
|
|
ADDRESS
OF INSURED:
|
Xxxx
Xxxxxx Xxx 0000
|
|
|
Xxxxxxx,
Xxxxxxxxxx 00000-0000
|
|
PERIOD
OF INSURANCE:
|
See
attached Schedule of Insurers
|
|
GEOGRAPHICAL
LIMITS:
|
Worldwide
|
|
EQUIPMENT
INSURED:
|
All
Boeing [model] [type] aircraft owned or operated by American that are the
subject of that certain Purchase Agreement No._______ dated _______, 20xx
between American and Boeing, as more particularly described on the
attached Schedule of Aircraft, as such schedule may be amended from time
to time.
|
P.A. No.
3219
Miscellaneous
Commitments for Model 787 Aircraft
BOEING
PROPRIETARY
|
|
DESCRIPTION OF
COVERAGES
|
|
A. AIRCRAFT HULL
INSURANCE
|
All
risks of ground and flight physical damage coverage in respect of all
aircraft owned by, leased to or operated by the Named Insured, including
the Aircraft and any engines (including the Engines) and any parts
(including the Parts) while attached to any such Aircraft or removed
therefrom but not replaced, subject to policy terms, conditions,
limitations, exclusions and
deductibles.
|
|
Amount of
Insurance:
|
Agreed
Value (as per Policy terms and
conditions).
|
|
B. AIRCRAFT LIABILITY
INSURANCE
|
Aircraft
Liability Insurance, including Bodily Injury (including passengers),
Property Damage, Aircraft Liability, Passenger Legal Liability,
Premises/Operations Liability, Personal Injury, and Contractual Liability
Insurance, subject to policy terms, conditions, limitations, exclusion and
deductibles.
|
|
Limit of
Liability:
|
[CONFIDENTIAL
PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT]
|
|
|
.
|
P.A. No.
3219
Miscellaneous
Commitments for Model 787 Aircraft
BOEING
PROPRIETARY
SPECIAL
PROVISIONS APPLICABLE TO THE ADDRESSEE(S)
Subject
to the policy terms, conditions, limitations, exclusions and deductibles and
solely with respect to Purchase Agreement No._____ dated as of _____, 1997 (the
“Purchase Agreement”) between American and The Boeing Company (“Boeing”), the
policies set forth in the attached Schedule of Insurers are amended to include
the following:
|
1.
|
Solely
with respect to Aircraft Liability Insurance, American is included as an
additional Insured, but only to the extent that Boeing is obligated by its
agreements to indemnify and hold harmless American under Section 8.1.1 of
the Aircraft General Terms Agreement, AGTA-AAL, applicable to the Purchase
Agreement and then only to the extent of coverage provided by the
policy;
|
|
2.
|
Solely
with respect to Aircraft Hull Insurance, each Insurer agrees to waive any
rights of subrogation against American to the extent that Boeing has
waived such rights by the terms of its agreements to indemnify American
pursuant to the Purchase Agreement;
|
|
3.
|
Solely
with respect to Aircraft Liability Insurance, to the extent American is
insured hereunder, such insurance shall not be invalidated or minimized by
any action or inaction, omission or misrepresentation by the Insured
regardless of any breach or violation of any warranty, declaration or
condition contained in such
policies;
|
|
4.
|
Solely
with respect to Aircraft Liability Insurance, to provide that all
provisions of the insurance coverages referenced above, except the limits
of liability, will operate to give each Insured or additional insured the
same protection as if there were a separate Policy issue to
each;
|
|
5.
|
Solely
with respect to Aircraft Liability Insurance, such insurance will be
primary and not contributory nor excess with respect to any other
insurance available for the protection of American, but only to the extent
that Boeing is obligated by its agreements to indemnify and hold harmless
American under Section 8.1.1 of the Aircraft General Terms Agreement,
AGTA-AAL, applicable to the Purchase Agreement and then only to the extent
of coverage provided by the policy;
|
|
6.
|
Each
of the Aircraft Liability Insurance policy and Aircraft Hull Insurance
policy provides that: American shall not have any obligation or
liability for premiums, commissions, calls or assessments in connection
with such insurance;
|
|
7.
|
With
respect to the Aircraft Liability Insurance, if a policy is canceled for
any reason whatsoever, any substantial change is made which would reduce
the amount of coverage as certified herein, or if a policy is allowed to
lapse for nonpayment of premium, such cancellation, change or lapse shall
not be effective as to American for thirty (30) days after receipt by
American of written notice from the Insurers or their authorized
representatives or Broker of such cancellation, change or lapse;
and
|
|
8.
|
For
the purposes of the Certificate, “American” is defined as American
Airlines, Inc., its divisions, any wholly-owned subsidiary of American
Airlines, Inc. which is assigned any rights or obligations in accordance
with Article 9.1 of the AGTA, the assignees of each permitted under the
applicable Purchase Agreement, and their respective directors, officers
and employees.
|
P.A. No.
3219
Miscellaneous
Commitments for Model 787 Aircraft
BOEING
PROPRIETARY
|
|
THE
BOEING COMPANY
|
|
|
AND
ALL ITS SUBSIDIARIES
|
|
|
SCHEDULE
OF SUBSCRIBING INSURERS
|
|
|
POLICY
TERM: DECEMBER 1, 1996 TO DECEMBER 1,
1997
|
|
|
COVERAGES:
|
|
|
Aircraft
Hull and Liability Insurance
|
|
|
POLICY
|
SUBSCRIBING INSURERS FOR
100% PARTICIPATIONNUMBER
|
|
SEVERAL LIABILITY
NOTICE
|
The
subscribing insurers’ obligations under contracts of insurance to which they
subscribe are several and not joint and are limited solely to the extent of
their individual subscriptions. The subscribing insurers are not
responsible for the subscription of any co-subscribing insurer who for any
reason does not satisfy all or part of its obligation.
P.A. No.
3219
Miscellaneous
Commitments for Model 787 Aircraft
BOEING
PROPRIETARY
Subject
to the terms, conditions, limitations and exclusions of the relative policies
except for the specific declarations contained in this certificate.
(signature)
(typed
name)
(title)
P.A. No.
3219
Miscellaneous
Commitments for Model 787 Aircraft
BOEING
PROPRIETARY
