EX-10.1 2 d236741dex101.htm SUPPLEMENTAL AGREEMENT NO. 25 TO PURCHASE AGREEMENT NO. 1980 Supplemental Agreement No. 25 to Purchase Agreement No. 1980

Exhibit 10.1

Supplemental Agreement No. 25

to

Purchase Agreement No. 1980

between

The Boeing Company

and

AMERICAN AIRLINES, INC

Relating to Boeing Model 777 Aircraft

THIS SUPPLEMENTAL AGREEMENT, entered into this      day of August, 2011, (SA-25) by and between THE BOEING COMPANY, a Delaware corporation with offices in Seattle, Washington, (Boeing) and American Airlines, Inc. (Customer);

RECITALS:

WHEREAS, Boeing and Customer entered into Purchase Agreement No. 1980 dated as of October 31, 1997, as amended and supplemented relating to Boeing Model 777 aircraft (the Purchase Agreement) (capitalized terms used herein without definition shall have the meanings specified therefor in such Purchase Agreement); and

WHEREAS, Customer has provided notice to exercise as a [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

WHEREAS, Boeing and Customer have agreed to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

NOW THEREFORE, In consideration of the mutual covenants herein contained, the parties agree to amend the Purchase Agreement as follows:

 

1. Table of Contents:

The “Table of Contents” to the Purchase Agreement is deleted in its entirety and a revised “Table of Contents” attached hereto and identified with an “SA-25” legend, is substituted in lieu thereof to reflect the changes made by this SA-25.

 

P.A. No. 1980   i   SA-25

BOEING PROPRIETARY

2. Table 1-7:

Table 1-7 entitled 777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Delivery, Description, Price and Advance Payments is deleted in its entirety and a revised Table 1-7, attached hereto, is substituted in lieu thereof to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

3. Supplemental Exhibit BFE1-2:

Supplemental Exhibit BFE1-2 entitled Buyer Furnished Equipment Variables relating to Boeing Model 777-323ER Aircraft is deleted in its entirety and a revised BFE1-2, attached hereto, is substituted in lieu thereof to set forth the preliminary BFE [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

4. Letter Agreement No. 6-1162-AKP-110R3:

Attachment C entitled Information Regarding QADP Rights to Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights and Substitution Rights is deleted in its entirety and a revised Attachment C, attached hereto, is substituted in lieu thereof [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] via this SA-25.

Attachment B entitled Information Regarding MADP Rights to Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights and Substitution Rights is deleted in its entirety and a revised Attachment B, attached hereto, is substituted in lieu thereof [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] via this SA-25.

Nothing in this SA-25 precludes Customer from hereafter exercising its Substitution Right in accordance with Paragraph 5 of Letter Agreement No. 6-1162-AKP-110R3 entitled Aircraft Purchase Rights and Substitution Rights.

 

5. Letter Agreement No. AAL-PA-1980-LA-04205R2:

Letter Agreement No. AAL-PA-1980-LA-04205R2 entitled Aircraft Performance Guarantees – 777-323ER is deleted in its entirety and a revised Letter Agreement No. AAL-PA-1980-LA-04205R3, attached hereto, is substituted in lieu thereof to [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE

 

P.A. No. 1980   ii   SA-25

BOEING PROPRIETARY

COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] which are being exercised via this SA-25, in addition to all Aircraft set forth in Table 1-7, which were exercised via Supplemental Agreement Numbers 22, 23, and 24.

 

6. Letter Agreement No. AAL-PA-1980-1105629:

Letter Agreement No. AAL-PA-1980-1105629 entitled Advance Payments and Permitted Transactions, attached hereto, is added to the Purchase Agreement to set forth, among other things, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

The Purchase Agreement will be deemed to be amended to the extent provided herein and as so amended will continue in full force and effect. In the event of any inconsistency between the above provisions and the provisions contained in the referenced exhibits to this Supplemental Agreement No. 25, the terms of the exhibits will control.

EXECUTED IN DUPLICATE as of the day and year first above written.

 

THE BOEING COMPANY     AMERICAN AIRLINES, INC.
By:  

 

     By:  

 

Name:  

 

     Name:  

 

Its:  

Attorney-In-Fact

     Its:  

 

 

P.A. No. 1980   iii   SA-25

BOEING PROPRIETARY

TABLE OF CONTENTS

 

ARTICLES

   

PAGE & SA

NUMBER

1.

   Quantity, Model and Description    1, SA-20

2.

   Delivery Schedule    1, SA-20

3.

   Price    1, SA-20

4.

   Payment    2, SA-20

5.

   Miscellaneous    2, SA-20

 

TABLE

       

SA NUMBER

1.

  

777-200ER Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year

   

Original Purchase

Agreement, SA-3,

SA-17 & SA-18

1-1.

  

777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe & Engine Base Year

    SA-1

 

P.A. No. 1980     SA-25

 

Table of Contents, Page i   BOEING PROPRIETARY  

1-2.

  

777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe & Engine Base Year

    SA-2 & SA-6

1-3.

  

777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year

    SA-4, SA-5, SA-6, SA-7 & SA-9

1-4.

  

777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year

    SA-5, SA-6 & SA-9

 

P.A. No. 1980     SA-25

 

Table of Contents, Page ii   BOEING PROPRIETARY  

1-5.

  

777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year

   

SA-10, SA-11,

SA-12 & SA-15

1-6.

  

777-200IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year

    SA-13

1-7.

  

777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Base Year

    SA-25

 

P.A. No. 1980     SA-25

 

Table of Contents, Page iii   BOEING PROPRIETARY  

TABLE

       

SA NUMBER

2.

  

777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year

    SA-15 & SA-16

3.

  

777-223IGW Aircraft Information Table: [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Airframe Base Year [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Jul. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Engine Base Year

    SA-15 & SA-16

 

EXHIBIT

       

SA NUMBER

A.

  

Aircraft Configuration

   

A1.

  

Aircraft Configuration – 777-323ER

    SA-20

B.

  

Aircraft Delivery Requirements and Responsibilities

    SA-20

C.

  

Defined Terms

    SA-20

 

P.A. No. 1980     SA-25

 

Table of Contents, Page iv   BOEING PROPRIETARY  

SUPPLEMENTAL EXHIBITS

   

SA NUMBER

AE1.

  

Escalation Adjustment Airframe and Optional Features - 777-323ER

    SA-20

BFE1.

  

BFE Variables

   

BFE1-2.

  

BFE Variables - 777-323ER

    SA-25

CS1.

  

Customer Support Variables

   

CS1-2

  

Customer Support Variables - 777-323ER

    SA-20

SLP1

  

Service Life Policy Components

   

EE1-BR1.

  

Engine Escalation and Engine Warranty

    SA-15

EE1-2.

  

Engine Escalation, Engine Warranty and Patent Indemnity – 777-323ER

    SA-20

 

P.A. No. 1980     SA-25

 

Table of Contents, Page v   BOEING PROPRIETARY  

LETTER AGREEMENTS

       

PA or SA

NUMBER

6-1162-AKP-070

   Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft   

6-1162-AKP-071R1

   Purchase Obligations    PA3219

6-1162-AKP-072R3

  

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    SA-20

6-1162-AKP-073R1

   Accident Claims and Litigation    PA3219

6-1162-AKP-109R3

   Business Considerations    SA-20

6-1162-AKP-110R3

   Aircraft Purchase Rights and Substitution Rights    SA-20

Attachment A

   Description and Price for Eligible Models    SA-20

Attachment B

   Information Regarding MADP Rights    SA-25

Attachment C

   Information Regarding QADP Rights    SA-25

Attachment D

   Forms of Purchase Agreement Supplement    SA-20

Attachment E

   Letter Agreements    SA-20

Attachment F

   Information regarding MADP and QADP Rights if no 787s are reconfirmed    SA-20

6-1162-AKP-111

   Aircraft Performance Guarantees   

AAL-PA-1980-LA-1003346

   Aircraft Performance Guarantees - 777-323ER    SA-20

AAL-PA-1980-LA-04205R3

   Aircraft Performance Guarantees – 777-323ER    SA-25

6-1162-AKP-112

   Spares Matters   

6-1162-AKP-113

   Model 777 Miscellaneous Commitments   

6-1162-AKP-114R1

   Installation of Cabin Systems Equipment    SA-22

AAL-PA-1980-LA-1003493

   Installation of Cabin Systems Equipment – 777-323ER    SA-20

6-1162-AKP-115

   Component and System Reliability Commitments   

6-1162-AKP-116

   Price Adjustment on Rolls-Royce Engines   

6-1162-AKP-117

   Delivery Schedule   

6-1162-AKP-118R2

   Confidentiality    SA-20

6-1162-AKP-204

   Multiple Operating Weight Program Model 777-200IGW Aircraft    SA-6

 

P.A. No. 1980     SA-25

 

Table of Contents, Page vi   BOEING PROPRIETARY  

AAL-PA-1980-LA-1003536R1

  

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

    SA-21

AAL-PA-1980-LA-1003344

   Open Configuration Matters -777-323ER    SA-20

AAL-PA-1980-LA-1104563

   Performance Guarantees for Rights Aircraft    SA-23

AAL-PA-1980-LA-1105629

   Advance Payments and Permitted Transactions    SA-25

 

P.A. No. 1980     SA-25

 

Table of Contents, Page vii   BOEING PROPRIETARY  

Table 1-7

777-323ER [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Aircraft

Aircraft Delivery, Description, Price and Advance Payments

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

AAL-PA-01980    
SA-20 APR 55725    
SA-22, SA-23, SA-24, SA 25 APR 56305   Boeing Proprietary   SA-25
    Page 1

BUYER FURNISHED EQUIPMENT VARIABLES

between

THE BOEING COMPANY

and

American Airlines, Inc.

Supplemental Exhibit BFE1-2

to Purchase Agreement Number 1980

 

P.A. No. 1980   BFE1-2   SA-25
    Page 1

BOEING PROPRIETARY

BUYER FURNISHED EQUIPMENT VARIABLES

relating to

BOEING MODEL 777-323ER AIRCRAFT

This Supplemental Exhibit BFE1-2 contains supplier selection dates, on-dock dates and other requirements applicable to the Model 777-323ER aircraft (Aircraft).

 

1. Supplier Selection.

Customer will:

Select and notify Boeing of the suppliers and part numbers of the following BFE items by the following dates:

 

[CONFIDENTIAL PORTION OMITTED AND

FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT]

   

[CONFIDENTIAL PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT]

  

 

[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]

    N/A
  

 

[CONFIDENTIAL PORTION OMITTED AND

FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT]

   

[CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT]

  

 

 

P.A. No. 1980   BFE1-2   SA-25
    Page 2

BOEING PROPRIETARY

[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]

  

 

[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]
*** [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

P.A. No. 1980   BFE1-2   SA-25
    Page 3

BOEING PROPRIETARY

2. On-dock Dates and Other Information.

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

Item

    Preliminary On-Dock Dates
   [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2012

Aircraft

    [CONFIDENTIAL
PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2012

Aircraft

Seats

    [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT]

    [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT]

Galleys/Furnishings

      

Antennas & Mounting Equipment

      

Avionics

      

Cabin Systems Equipment

      

Miscellaneous Emergency Equipment

      

Textiles/Raw Material

      
  

 

 

Item

    Preliminary On-Dock Dates
   [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013

Aircraft

    [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013

Aircraft

Seats

    [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT]

    [CONFIDENTIAL
PORTION OMITTED
AND FILED
SEPARATELY WITH
THE COMMISSION
PURSUANT TO A
REQUEST FOR
CONFIDENTIAL
TREATMENT]

Galleys/Furnishings

      

Antennas & Mounting Equipment

      

Avionics

      

Cabin Systems Equipment

      

Miscellaneous Emergency Equipment

      

Textiles/Raw Material

      
  

 

 

P.A. No. 1980   BFE1-2   SA-25
    Page 4

BOEING PROPRIETARY

Item

    Preliminary On-Dock Dates
   [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013

Aircraft

   [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013

Aircraft

Seats

    [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT]

   [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT]

Galleys/Furnishings

     

Antennas & Mounting Equipment

     

Avionics

     

Cabin Systems Equipment

     

Miscellaneous Emergency Equipment

     

Textiles/Raw Material

     
  

 

 

Item

    Preliminary On-Dock Dates
   [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013

Aircraft

   [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT] 2013

Aircraft

Seats

    [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT]

   [CONFIDENTIAL

PORTION OMITTED

AND FILED

SEPARATELY WITH

THE COMMISSION

PURSUANT TO A

REQUEST FOR

CONFIDENTIAL

TREATMENT]

Galleys/Furnishings

     

Antennas & Mounting Equipment

     

Avionics

     

Cabin Systems Equipment

     

Miscellaneous Emergency Equipment

     

Textiles/Raw Material

     
  

 

 

P.A. No. 1980   BFE1-2   SA-25
    Page 5

BOEING PROPRIETARY

3. Additional Delivery Requirements - Import.

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

P.A. No. 1980   BFE1-2   SA-25
    Page 6

BOEING PROPRIETARY

Attachment B to Letter Agreement 6-1162-AKP-110R3 (Model 777)

Information Regarding MADP Rights

[CONFIDENTIAL PORTION OMITTED AND

FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980   SA No. 25   Page 1 of 1

Attachment C to Letter Agreement 6-1162-AKP-110R3 (Model 777)

Information Regarding QADP Rights

[CONFIDENTIAL PORTION OMITTED AND

FILED SEPARATELY WITH THE

COMMISSION PURSUANT TO A REQUEST

FOR CONFIDENTIAL TREATMENT]

 

PA No. 1980   SA No. 25   Page 1 of 1

LOGO      

The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

 

 

AAL-PA-1980-LA-04205R3

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

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 No. 22, 23, 24, and 25, Boeing agrees to provide Customer with the guarantees set forth in Attachment A hereto. These guarantees are exclusive and will expire upon delivery of the Aircraft to Customer.

1. [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

2. Confidential Treatment.

The information contained herein represents confidential business information and has value precisely because it is not available generally or to other parties. Customer will limit the disclosure of its contents to employees of Customer with a need to know the contents for purposes of helping Customer perform its obligations under the Purchase Agreement and who understand they are not to disclose its contents to any other person or entity without the prior written consent of Boeing.

 

AAL-PA-1980-LA-04205R2     SA-25
Performance Guarantees – 777-323ER     Page 1

BOEING PROPRIETARY

LOGO

 

Very truly yours,

 

THE BOEING COMPANY
By  

 

Its  

Attorney-In-Fact

ACCEPTED AND AGREED TO this
Date:  

 

American Airlines, Inc.
By  

 

Its  

 

 

AAL-PA-1980-LA-04205R2     SA-25
Performance Guarantees – 777-323ER     Page 2

BOEING PROPRIETARY

LOGO       The Boeing Company

P.O. Box 3707

Seattle, WA 98124-2207

 

 

AAL-PA-1980-LA-1105629

American Airlines, Inc.

P.O. Box 619616

Dallas-Fort Worth Airport, Texas 75261-9616

 

Subject:    Advance Payments and Permitted Transactions
Reference:    Purchase Agreement No. 1980 (the Purchase Agreement) between The Boeing Company (Boeing) and American Airlines, Inc. (Customer) relating to Model 777 aircraft (the Aircraft)

This Letter Agreement amends and supplements the Purchase Agreement. All terms used but not defined in this Letter Agreement have the same meaning as in the Purchase Agreement.

 

1. Advance Payments for Aircraft.

Notwithstanding Article 4.2 of the Purchase Agreement and any tables to the Purchase Agreement that set forth Boeing’s standard [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Advance Payment Schedule for exercised Rights Aircraft (“the Standard Advance Payment Schedule”), Boeing and Customer agree that the Advance Payment Schedule [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], is hereby amended as follows:

 

1.1 Customer will make Advance Payments to Boeing in the amount of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] of each Aircraft and will do so as follows (the “Modified Advance Payment Schedule”): (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT], and (b) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

P.A. No. 1980     SA-25
Advance Payments and Permitted Transactions   Page 1

BOEING PROPRIETARY

LOGO

 

1.2 Notwithstanding Section 1.3 of Letter Agreement No. 6-1162-AKP-070 entitled Miscellaneous Commitments for Model 737, 757, 767 and 777 Aircraft, Customer will pay Boeing [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

1.3 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

1.4 [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

1.5 Attachment A hereto sets forth the calculation of the revised Advanced Payments due as of [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

 

2. Permitted Transactions.

Notwithstanding Article 9.2 of the AGTA, Boeing agrees that Customer may from time to time prior to delivery of any Aircraft enter into arrangements and agreements with lenders, lessors or other parties (whose business includes, but may not be limited to, the financing of aircraft) for the purpose of (a) [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] (an “Advance Payment Facility”) and/or (b) consummating [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] pursuant to which the right to purchase an Aircraft, and the corresponding obligation to make Advance Payments with respect thereto, are conveyed to such a party [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and, together with an Advance Payment Facility, the “Permitted Transactions”).

For the purpose of securing an Advance Payment Facility and notwithstanding the provisions of the Security Agreement between Boeing and Customer dated as of October 16, 2002, as may be subsequently amended or revised, Customer may [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] including the right to purchase an Aircraft provided that Customer and Customer’s financiers accept Boeing’s customary terms and conditions for consenting

 

P.A. No. 1980     SA-25
Advance Payments and Permitted Transactions   Page 2

BOEING PROPRIETARY

LOGO

 

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] including, but not limited to, the following:

 

  (i) if Customer’s financier gives notice that it intends to exercise its [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Boeing shall have the right to assume those rights with respect to such Aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and received and retained by Boeing with respect to that Aircraft (Manufacturer’s Option);

 

  (ii) Customer shall continue at all times to remain liable to Boeing under the Purchase Agreement to perform all duties and obligations of Customer;

 

  (iii) Boeing shall not be subject to any additional liability as a result of the pledge of security which Boeing would not otherwise be subject to under the Purchase Agreement;

 

  (iv) the pledge of security shall not modify in any respect the continued rights of Boeing under the Purchase Agreement, or require Boeing to divest itself of title to or possession of the Aircraft, or any other things, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and

 

  (v)

In lieu of the concessions granted to Customer under the Purchase Agreement, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] In calculating the amount payable by the financier for an Aircraft, [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] and this irrespective of whether the [CONFIDENTIAL PORTION OMITTED

 

P.A. No. 1980     SA-25
Advance Payments and Permitted Transactions   Page 3

BOEING PROPRIETARY

LOGO

 

  AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

To assist Customer [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Customer may execute [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] Any such [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] shall be subject to the conditions that (i) it shall not subject Boeing to any liability as a result of the assignment which Boeing would not otherwise be subject to under the Purchase Agreement and (ii) no such assignment will require Boeing to divest itself of title to or possession of the aircraft [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT]

[CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] the Purchase Agreement in connection with [CONFIDENTIAL PORTION OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT] is contingent upon Boeing’s consent, which shall not be unreasonably withheld or delayed. Boeing agrees to cooperate in good faith with Customer and to take such actions as may be reasonably requested by Customer to facilitate Permitted Transactions. Notwithstanding Paragraph 1.1 above, Advance Payments in respect of any Aircraft that is subjected to a Permitted Transaction will be made in accordance with the Standard Advance Payment Schedule. Advance Payments for all Aircraft that are not subject to Permitted Transactions will be made in accordance with Paragraph 1 above.

For avoidance of doubt, nothing within this Letter Agreement is intended to, nor shall it, derogate the rights and obligations of Boeing and Customer with regard to the financing of aircraft at or following delivery in accordance with Article 9.2 of the AGTA.

 

3. Confidential Treatment.

Customer and Boeing understand certain commercial and financial information contained in this Letter Agreement is considered by Boeing and Customer as confidential. Customer and Boeing agree that each will treat this Letter Agreement and

 

P.A. No. 1980     SA-25
Advance Payments and Permitted Transactions   Page 4

BOEING PROPRIETARY

LOGO

 

the information contained herein as confidential and will not, without the prior written consent of the other, disclose this Letter Agreement or any information contained herein to any other person or entity, except as required by law or government regulation.

 

Very truly yours,
THE BOEING COMPANY
By  

 

Its  

Attorney-In-Fact

ACCEPTED AND AGREED TO this
Date:                     , 2011
AMERICAN AIRLINES, INC.
By  

 

Its  

 

 

P.A. No. 1980     SA-25
Advance Payments and Permitted Transactions   Page 5

BOEING PROPRIETARY

Attachment A

to

AAL-PA-1980-LA-1105629

entitled

Advance Payments and Permitted Transactions

[CONFIDENTIAL PORTION OMITTED AND

FILED SEPARATELY WITH THE COMMISSION

PURSUANT TO A REQUEST FOR CONFIDENTIAL

TREATMENT]

 

P.A. No. 1980   SA-25  

Advance Payments and Permitted Transactions

BOEING PROPRIETARY