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 19th 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 777-323ER Aircraft a QADP Right with delivery scheduled for [*CTR*] and a MADP Right with delivery scheduled for [*CTR*];
WHEREAS, Boeing and Customer have agreed to a reduced advance payment schedule of [*CTR*] for all undelivered Firm Aircraft and upon the exercise of Rights Aircraft;
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
Note: Where used on this Exhibit 10.1, [*CTR*] represents material which has been redacted and filed separately with the Commission pursuant to a request for confidential treatment pursuant to Rule 24b-2 under the Securities Exchange Act of 1934.
2. Table 1-7:
Table 1-7 entitled 777-323ER Substitute 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 set forth the 777-323ER aircraft with deliveries scheduled for [*CTR*].
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 on-dock dates for the [*CTR*] 777-323ER Aircraft.
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 to set forth the exercise of the [*CTR*] QADP Right 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 to set forth the exercise of the [*CTR*] MADP Right 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 apply the performance guarantees stated therein to the [*CTR*] Aircraft, 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, [*CTR*] advance payment schedule for all undelivered Firm Aircraft and upon the exercise of Rights Aircraft inclusive of the [*CTR*] Aircraft being exercised via this SA-25.
[*CTR*]
| P.A. No. 1980 | ii | SA-25 |
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 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: | /s/ Xxx Xxxxxxxxx | By: | /s/ Xxxxxxx Xxxxxx | |||||
| Name: |
Xxx Xxxxxxxxx | Name: | Xxxxxxx Xxxxxx | |||||
| Its: |
Attorney-In-Fact | Its: | VP Corporate Development & Treasurer | |||||
| 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: [*CTR*] Jul. [*CTR*] Airframe Base Year Jul. [*CTR*] Engine Base Year |
Original Purchase Agreement, SA-3, SA-17 & SA-18 | ||
| 1-1. |
777-200IGW Aircraft Information Table: 1999 Deliveries Jul. 1995 Airframe & Engine Base Year |
SA-1 | ||
| 1-2. |
777-200IGW Aircraft Information Table: 2000-2001 Deliveries Jul. 1995 Airframe & Engine Base Year |
SA-2 & SA-6 | ||
| 1-3. |
777-200IGW Aircraft Information Table: 2000-2001 Deliveries Jul. 1995 Airframe Base Year Jul. 1997 Engine Base Year |
XX-0, XX-0, XX-0, XX-0 & SA-9 | ||
| 1-4. |
777-200IGW Aircraft Information Table: 2000-2001 Deliveries Jul. 1995 Airframe Base Year Jul. 1998 Engine Base Year |
XX-0, XX-0 & XX-0 | ||
| 0-0. |
777-223IGW Aircraft Information Table: 2001-2002 Deliveries Jul. 1995 Airframe Base Year Jul. 1999 Engine Base Year |
XX-00, XX-00, XX-00 & XX-00 | ||
| 1-6. |
777-200IGW Aircraft Information Table: 2003 Deliveries Jul. 1995 Airframe Base Year Jul. 1995 Engine Base Year |
SA-13 | ||
| 1-7. |
777-323ER Substitute Aircraft Jul. [*CTR*] Base Year |
SA-25 | ||
| TABLE |
SA NUMBER | |||
| 2. |
777-223IGW Aircraft Information Table: 2009-2010 Deliveries Jul. 1995 Airframe Base Year Jul. 2001 Engine Base Year |
SA-15 & SA-16 | ||
| 3. |
777-223IGW Aircraft Information Table: 2006-2010 Deliveries Jul. 1995 Airframe Base Year [*CTR*] Jul. 2001 Engine Base Year |
SA-15 & SA-16 | ||
| P.A. No. 1980 | SA-25 | |||
| Table of Contents, Page i | BOEING PROPRIETARY |
| 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 | ||
|
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 | ||
| 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 |
[*CTR*] | 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 | ||
| P.A. No. 1980 | SA-25 | |||
| Table of Contents, Page ii | BOEING PROPRIETARY |
| 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 | ||
| AAL-PA-1980-LA-1003536R1 |
Multiple Operating Weight Program, Model 777-323ER Aircraft |
XX-00 | ||
| XXX-XX-0000-XX-0000000 |
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 iii | BOEING PROPRIETARY |
Table 1-7
777-323ER Substitute Aircraft
Aircraft Delivery, Description, Price and Advance Payments
| Airframe Model/MTOW: | 777-300ER | 775000 pounds | Detail Specification: | [*CTR*] | 4Q10 External Fcst | |||||||||||||||||||||
| Engine Model/Thrust: | GE90-115BL | 115300 pounds | Airframe Price Base Year/Escalation Formula: | [*CTR*] | ECI-MFG/CPI | |||||||||||||||||||||
| Airframe Price: | [*CTR*] | Engine Price Base Year/Escalation Formula: | N/A | N/A | ||||||||||||||||||||||
| Optional Features: | [*CTR*] | |||||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||
| Sub-Total of Airframe and Features: | [*CTR*] | Airframe Escalation Data: | ||||||||||||||||||||||||
| Engine Price (Per Aircraft): | [*CTR*] | Base Year Index (ECI): | [*CTR*] | |||||||||||||||||||||||
| Aircraft Basic Price (Excluding BFE/SPE): | [*CTR*] | Base Year Index (CPI): | [*CTR*] | |||||||||||||||||||||||
|
|
|
|||||||||||||||||||||||||
| Buyer Furnished Equipment (BFE) Estimate: | [*CTR*] | |||||||||||||||||||||||||
| Seller Purchased Equipment (SPE) Estimate: | [*CTR*] | |||||||||||||||||||||||||
| Deposit per Aircraft: | [*CTR*] | |||||||||||||||||||||||||
| Delivery Date |
Number of Aircraft |
Escalation Factor (Airframe) |
Escalation Estimate Adv Payment Base Price Per A/P |
Advance Payment Per Aircraft (Amts. Due/Mos. Prior to Delivery): | ||||||||||||||
| [*CTR*] | [*CTR*] Mos. | [*CTR*] Mos. | Total | |||||||||||||||
| Serial Number |
Exercised Via |
[*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | |||||||||||||
| [*CTR*] 2012 | 1 | [*CTR*] | 31543 | SA-20 | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | |||||||||
| [*CTR*] 2012 | 1 | [*CTR*] | 41665 | SA-20 | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | |||||||||
| [*CTR*] 2013 | 1 | [*CTR*] | 41668 | SA-23 | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | |||||||||
| [*CTR*] 2013 | 1 | [*CTR*] | 31546 | SA-22 | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | |||||||||
| [*CTR*] 2013 | 1 | [*CTR*] | 31547 | SA-23 | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | |||||||||
| [*CTR*] 2013 | 1 | [*CTR*] | 33125 | SA-24 | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | |||||||||
| [*CTR*] 2013 | 1 | [*CTR*] | 31548 | SA-25 | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | |||||||||
| [*CTR*] 2013 | 1 | [*CTR*] | 41666 | SA-25 | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | [*CTR*] | |||||||||
| Features Include | MTOW to 775K | [*CTR*] | ||||
| Average Features | [*CTR*] | |||||
| 8 bunk attendant rest | [*CTR*] | |||||
| Flight crew rest | [*CTR*] | |||||
| Total | [*CTR*] | |||||
| AAL-PO-01980 |
||||||
| SA-20-APR55725 |
||||||
| XX-00, XX-00, XX-00, XX-00 XXX 00000 |
||||||
| Boeing Proprietary | SA-25 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:
| Galley System |
August 1, 2011** | |
|
| ||
| Galley Inserts |
August 1, 2011** | |
|
| ||
| Seats (Suites) |
N/A | |
|
| ||
| Seats (F/C, B/C, Premium E/C) |
March 1, 2011** | |
|
| ||
| Seats (Economy class) |
August 1, 2011** | |
|
| ||
| Overhead & Audio System |
August 1, 2011** | |
|
| ||
| In-Seat Video System |
*** | |
|
| ||
| Miscellaneous Emergency Equipment |
August 1, 2011 | |
|
| ||
| ** | Part numbers can be provided at a later date. |
| *** | IFE Supplier Selection is concurrent with the longest lead passenger seat program. |
| P.A. No. 1980 | BFE1-2 | SA-25 | ||
| Page 2 | ||||
| BOEING PROPRIETARY |
2. On-dock Dates and Other Information.
On or before February 1, 2012, Boeing will provide to Customer the BFE Requirements electronically in My Boeing Fleet (MBF), through My Boeing Configuration (MBC). These requirements may be periodically revised, setting forth the items, quantities, on-dock dates and shipping instructions and other requirements relating to the in-sequence installation of BFE. For planning purposes, preliminary BFE on-dock dates are set forth below:
| Item |
Preliminary On-Dock Dates | |||
| [*CTR*] 2012 Aircraft |
[*CTR*] 2012 Aircraft | |||
| Seats |
[*CTR*] | [*CTR*] | ||
| Galleys/Furnishings |
[*CTR*] | [*CTR*] | ||
| Antennas & Mounting Equipment |
[*CTR*] | [*CTR*] | ||
| Avionics |
[*CTR*] | [*CTR*] | ||
| Cabin Systems Equipment |
[*CTR*] | [*CTR*] | ||
| Miscellaneous Emergency Equipment |
[*CTR*] | [*CTR*] | ||
| Textiles/Raw Material |
[*CTR*] | [*CTR*] | ||
| Item |
Preliminary On-Dock Dates | |||
| [*CTR*] 2013 Aircraft |
[*CTR*] 2013 Aircraft | |||
| Seats |
[*CTR*] | [*CTR*] | ||
| Galleys/Furnishings |
[*CTR*] | [*CTR*] | ||
| Antennas & Mounting Equipment |
[*CTR*] | [*CTR*] | ||
| Avionics |
[*CTR*] | [*CTR*] | ||
| Cabin Systems Equipment |
[*CTR*] | [*CTR*] | ||
| Miscellaneous Emergency Equipment |
[*CTR*] | [*CTR*] | ||
| Textiles/Raw Material |
[*CTR*] | [*CTR*] | ||
| P.A. No. 1980 | BFE1-2 | SA-25 | ||
| Page 3 | ||||
| BOEING PROPRIETARY |
| Item |
Preliminary On-Dock Dates | |||
| [*CTR*] 2013 Aircraft |
[*CTR*] 2013 Aircraft | |||
| Seats |
[*CTR*] | [*CTR*] | ||
| Galleys/Furnishings |
[*CTR*] | [*CTR*] | ||
| Antennas & Mounting Equipment |
[*CTR*] | [*CTR*] | ||
| Avionics |
[*CTR*] | [*CTR*] | ||
| Cabin Systems Equipment |
[*CTR*] | [*CTR*] | ||
| Miscellaneous Emergency Equipment |
[*CTR*] | [*CTR*] | ||
| Textiles/Raw Material |
[*CTR*] | [*CTR*] | ||
| Item |
Preliminary On-Dock Dates | |||
| [*CTR*] 2013 Aircraft |
[*CTR*] 2013 Aircraft | |||
| Seats |
[*CTR*] | [*CTR*] | ||
| Galleys/Furnishings |
[*CTR*] | [*CTR*] | ||
| Antennas & Mounting Equipment |
[*CTR*] | [*CTR*] | ||
| Avionics |
[*CTR*] | [*CTR*] | ||
| Cabin Systems Equipment |
[*CTR*] | [*CTR*] | ||
| Miscellaneous Emergency Equipment |
[*CTR*] | [*CTR*] | ||
| Textiles/Raw Material |
[*CTR*] | [*CTR*] | ||
3. Additional Delivery Requirements—Import.
Customer will be the “importer of record” (as defined by the U.S. Customs and Border Protection) for all BFE imported into the United States, and as such, it has the responsibility to ensure all of Customer’s BFE shipments comply with U.S. Customs Service regulations. In the event Customer requests Boeing, in writing, to act as importer of record for Customer’s BFE, and Boeing agrees to such request, Customer is responsible for ensuring Boeing can comply with all U.S. Customs Import Regulations by making certain that, at the time of shipment, all BFE shipments comply with the requirements in the “International Shipment Routing Instructions”, including the Customs Trade Partnership Against Terrorism (C-TPAT), as set out on the Boeing website referenced below. Customer agrees to include the International Shipment
| P.A. No. 1980 | BFE1-2 | SA-25 | ||
| Page 4 | ||||
| BOEING PROPRIETARY |
Routing Instructions, including C-TPAT requirements, in each contract between Customer and BFE supplier.
xxxx://xxx.xxxxxx.xxx/xxxxxxxxxxxxxx/xxxxxxxx/xxxxxxxx_xxxxxx/xxxxx_xxxxxxx.xxxx
| P.A. No. 1980 | BFE1-2 | SA-25 | ||
| Page 5 | ||||
| BOEING PROPRIETARY |
Attachment B to Letter Agreement 6-1162-AKP-110R3 (Model 777)
Information Regarding MADP Rights
| MSN | Exercise Date |
Delivery Month/Year | ||
| 41665 | [*CTR*] | [*CTR*] | ||
| 31546 | [*CTR*] | [*CTR*] | ||
| 31547 | [*CTR*] | [*CTR*] | ||
| 33125 | [*CTR*] | [*CTR*] | ||
| 41666 | [*CTR*] | [*CTR*] | ||
| 67680 | [*CTR*] | [*CTR*] | ||
| 67655 | [*CTR*] | [*CTR*] | ||
| 67660 | [*CTR*] | [*CTR*] | ||
| 101795 | [*CTR*] | [*CTR*] | ||
| [*CTR*] | [*CTR*] | |||
| 71938 | [*CTR*] | [*CTR*] | ||
| 71939 | [*CTR*] | [*CTR*] | ||
| 71940 | [*CTR*] | [*CTR*] | ||
| 71942 | [*CTR*] | [*CTR*] |
| 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
| MSN | Exercise Date |
Delivery Quarter |
||||
| [*CTR*] | [*CTR*] | |||||
| 31543 | [*CTR*] | [*CTR*] | ||||
| [*CTR*] | [*CTR*] | SA-21 | ||||
| 41668 | [*CTR*] | [*CTR*] | ||||
| 31548 | [*CTR*] | [*CTR*] | ||||
| [*CTR*] | [*CTR*] | |||||
| [*CTR*] | [*CTR*] | SA-21 | ||||
| 101790 | [*CTR*] | [*CTR*] | SA-21 | |||
| 101794 | [*CTR*] | [*CTR*] | ||||
| [*CTR*] | [*CTR*] | |||||
| 68872 | [*CTR*] | [*CTR*] | ||||
| 68870 | [*CTR*] | [*CTR*] | SA-21 | |||
| 68864 | [*CTR*] | [*CTR*] | ||||
| 101798 | [*CTR*] | [*CTR*] | ||||
| 101801 | [*CTR*] | [*CTR*] |
| 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. Assignment.
Notwithstanding any other provisions of the Purchase Agreement, the rights and obligations described in this Letter Agreement are provided to Customer in consideration of Customer’s becoming the operator of the Aircraft and cannot be assigned in whole or, in part without the prior written consent of Boeing.
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 | /s/ Xxx Xxxxxxxxx | |
| Its | Attorney-In-Fact | |
| ACCEPTED AND AGREED TO this | ||
| Date: |
August 19, 2011 | |
| American Airlines, Inc. | ||
| By | /s/ Xxxxxxx Xxxxxx | |
| Its | VP Corporate Development and Treasurer | |
| 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 [*CTR*] Advance Payment Schedule for exercised Rights Aircraft (“the Standard Advance Payment Schedule”), Boeing and Customer agree that the Advance Payment Schedule [*CTR*], is hereby amended as follows:
| 1.1 | Customer will make Advance Payments to Boeing in the amount of [*CTR*] of the Advance Payment Base Price of each Aircraft and will do so as follows (the “Modified Advance Payment Schedule”): (a) [*CTR*] will be due [*CTR*], and (b) [*CTR*] will be due [*CTR*] may be modified from time to time. |
| 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 [*CTR*] (which, for this purpose, [*CTR*] determined as provided in Paragraph 1.3 below. [*CTR*] pursuant to Paragraphs 1.1 above. [*CTR*]. |
| 1.3 | [*CTR*] |
| P.A. NO. 1980 | SA-25 | |||
| Advance Payments and Permitted Transactions | Page 1 | |||
| BOEING PROPRIETARY | ||||
| 1.4 | Notwithstanding Sections 1.2 and 1.3 above, [*CTR*]. Boeing and Customer acknowledge that the execution of Supplemental Agreement No. 25 to the Purchase Agreement fulfills condition (a) above. |
| 1.5 | Attachment A hereto sets forth the calculation of the revised Advanced Payments due as of the date of the Supplemental Agreement No. 25 for the undelivered Firm Aircraft and a reconciliation of such revised Advance Payment to the Advanced Payments previously paid in accordance with the Standard Advanced Payment Schedule. |
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) financing Advance Payments made or to be made with respect to the Aircraft (an “Advance Payment Facility”) and/or (b) [*CTR*], and the corresponding obligation to make Advance Payments with respect thereto, are conveyed to such a party (a [*CTR*] 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 [*CTR*] provided that Customer and Customer’s financiers accept Boeing’s customary terms and conditions for consenting to such pledge of security including, but not limited to, the following:
| (i) | if Customer’s financier gives notice that it intends to exercise its [*CTR*], Boeing shall have the right to assume those rights with respect to such Aircraft by [*CTR*] 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; |
| P.A. NO. 0000 | XX-00 | |||
| Xxxxxxx Payments and Permitted Transactions |
Page 2 | |||
| BOEING PROPRIETARY | ||||
| (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, until delivery thereof and full payment is provided to Boeing; and |
| (v) | In lieu of the concessions granted to Customer under the Purchase Agreement, [*CTR*]. In calculating the amount payable by the financier for an Aircraft, the financier shall receive [*CTR*]. |
To assist Customer with [*CTR*]. Any such [*CTR*] 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 until [*CTR*].
Any pledge or assignment of rights under the Purchase Agreement in connection with a Permitted Transaction with respect to any Aircraft 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 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.
| P.A. No. 1980 | SA-25 | |||
| Advance Payments and Permitted Transactions | Page 3 | |||
| BOEING PROPRIETARY | ||||
Very truly yours,
| THE BOEING COMPANY | ||
| By |
/s/ Xxx Xxxxxxxxx | |
| Its |
Attorney-In-Fact | |
| ACCEPTED AND AGREED TO this | ||
| Date: August 19, 2011 | ||
| American Airlines, Inc. | ||
| By |
/s/ Xxxxxxx Xxxxxx | |
| Its |
VP Corporate Development and Treasurer | |
| P.A. No. 1980 | SA-25 | |||
| Advance Payments and Permitted Transactions | Page 4 | |||
| BOEING PROPRIETARY | ||||
|
|
The Boeing Company X.X. Xxx 0000 Xxxxxxx, XX 00000-0000 |
Attachment A
to
AAL-PA-1980-LA-1105629
entitled
Advance Payments and Permitted Transactions
| Advance Payments Pursuant to SA-35 to Purchase Agreement 1977 |
||||
| Addition of ([*CTR*]) 737NG Exercised Rights Aircraft |
[*CTR*] | |||
| [*CTR*] 737NG Advance Payment Schedule on [*CTR*] Table 1D 2013 Aircraft |
[*CTR*] | |||
| Removal of ([*CTR*]) Rights Aircraft |
([*CTR*]) | |||
| Total Due for SA-35 to PA-1977 |
[*CTR*] | |||
| Advance Payments Pursuant to SA-25 to Purchase Agreement 1980 |
||||
| [*CTR*] 777 Advance Payment Schedule on Firm Undelivered Aircraft |
([*CTR*]) | |||
| [*CTR*]Advance Payments [*CTR*] of SA-35 to PA 1977 |
||||
| and SA-25 to PA 1980 | $[*CTR*] | |||
| P.A. No. 0000 | XX-00 | |||
| Xxxxxxx Payments and Permitted Transactions | Page 1 | |||
| BOEING PROPRIETARY | ||||
